FinanceLooker

Excrept from filing document 2024-04-30

The aggregate market value of the registrant s common stock held by non affiliates as of October 31 2023 was approximately 10 1 billion based on the closing sales price 271 91 per share as quoted on the NASDAQ Global Select Market
Certain information called for by Items 10 11 12 13 and 14 of Part III is hereby incorporated by reference from the definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission not later than 120 days after April 30 2024
As of April 30 2024 Casey s General Stores Inc and its direct and indirect wholly owned subsidiaries operate convenience stores primarily under the names Casey s and Casey s General Store collectively with the stores below referenced as GoodStop Bucky s Minit Mart or Lone Star Food Store referred to as Casey s or the Company throughout 17 states over half of which are located in Iowa Missouri and Illinois
Approximately 72 of all stores were opened in areas with populations of fewer than 20 000 persons The Company competes on the basis of price as well as on the basis of traditional features of convenience store operations such as location extended hours product offerings and quality of service As of April 30 2024 there were a total of 2 658 stores in operation
All convenience stores carry a broad selection of food items including but not limited to freshly prepared foods such as regular and breakfast pizza donuts hot breakfast items and hot and cold sandwiches beverages tobacco and nicotine products health and beauty aids automotive products and other nonfood items As of April 30 2024 233 store locations offered car washes In addition all but eight store locations offer fuel for sale on a self service basis
The Company had 62 stores operating under the GoodStop by Casey s brand and 10 stores operating under the Lone Star Food Store brand as of April 30 2024 Similar to most of our store footprint the GoodStop and Lone Star Food Store locations offer fuel for sale on a self serve basis and a broad selection of snacks beverages tobacco products and other essentials However some of these locations do not have a kitchen and have limited prepared food offerings
The Company is also temporarily operating certain locations acquired from Buchanan Energy under the name Bucky s and certain locations acquired from Minit Mart LLC under the name Minit Mart The Company is in the process of transitioning all Bucky s and Minit Mart locations to either the Casey s or GoodStop brand These locations typically have similar offerings to the Casey s or GoodStop branded stores
The Company has 73 dealer locations where Casey s manages fuel wholesale supply agreements to these stores These locations are not operated by Casey s and are not included in our overall store count Approximately 1 of total revenue for the year ended April 30 2024 relates to this dealer network
The Company operates three distribution centers through which certain grocery and general merchandise and prepared food and dispensed beverage items are supplied to our stores One distribution center is adjacent to our corporate headquarters which we refer to as the Store Support Center facility in Ankeny Iowa The other two distribution centers are located in Terre Haute Indiana and Joplin Missouri The Company also self distributes the majority of fuel to our stores The Company had a fleet of 421 tractors used for distribution as of April 30 2024
The Company s internet address is www caseys com We make available through our website all of our SEC filings including current reports on Form 8 K quarterly reports on Form 10 Q our annual report on Form 10 K and amendments to those reports free of charge as soon as reasonably practicable after they have been electronically filed with the SEC Additionally you can go to our website to read our Financial Code of Ethics for the CEO and Senior Financial Officers Corporate Governance Guidelines Code of Conduct and Ethics Supplier Code of Conduct and Committee Charters In the event of a waiver from or updates to the Code of Conduct and Ethics any required disclosure will be posted to our website
Casey s with its principal business office and Store Support Center located at One SE Convenience Blvd Ankeny Iowa 50021 8045 telephone 515 965 6100 was incorporated in Iowa in 1967 Our fiscal year runs from May 1 through April 30 of each year
Casey s corporate purpose is to make life better for communities and guests every day Many of the smaller communities in which we operate often are not served by national chain convenience stores We have succeeded in operating stores in smaller towns by offering at competitive prices a broader selection of products than does a typical convenience store We have also succeeded in meeting the needs of residents in larger communities with these same offerings We currently own most of our real estate including substantially all of our stores all three distribution centers see discussion of ownership structure of the distribution center in Joplin Missouri in Note 7 a construction and support services facility located in Ankeny Iowa and the Store Support Center facility
The Company derives its revenue primarily from the retail sale of fuel and the products offered in our stores Our sales historically have been strongest during the first and second fiscal quarters May through October relative to the third and fourth
Casey s Marketing Company CMC and Casey s Services Company CSC were organized as Iowa corporations in March 1995 Casey s Retail Company CRC was organized as an Iowa corporation in April 2004 CGS Stores LLC was organized as an Iowa limited liability company in April 2019 CMC CSC and CRC are wholly owned subsidiaries of Casey s while CGS Stores LLC is a wholly owned subsidiary of CMC
CRC owns and or operates certain stores in Illinois Kansas Michigan Minnesota Nebraska North Dakota and South Dakota holds the rights to the Company s trademarks service marks trade names and other intellectual property and performs most strategic functions of the enterprise CMC owns and or operates stores in Arkansas Indiana Iowa Kentucky Missouri Ohio Oklahoma Wisconsin and Texas and is responsible for all of our wholesale operations including all three distribution centers and management of the wholesale fuel network CGS Stores LLC owns and or operates stores in Tennessee CSC provides a variety of construction maintenance and transportation services for all stores
The Company designs develops and delivers value to its guests through a differentiated product assortment where the right products are optimally placed priced and promoted to drive traffic revenue and profit It is our practice to continually make additions to the Company s product line especially products with higher margins such as prepared food and our new private label offerings described below To facilitate many of these items we have installed full kitchens in almost all of our stores other than those branded as GoodStop and Lone Star Food Store
The Company s flagship product is its handmade pizza which we began preparing and selling in 1984 Pizza is available in almost all of our stores as of April 30 2024 Additional stores selling pizza will come on line as newly acquired stores are remodeled and kitchens are added We have also expanded our prepared food offerings which currently includes made to order cheesy breadsticks sandwiches and wraps chicken wings chicken tenders breakfast croissants and biscuits breakfast pizza breakfast burritos hash browns burgers and bakery items which includes include donuts cookies and brownies as well as other seasonal items During the fiscal year the Company launched a new thin crust pizza line In addition to the new platform in pizza the company also relaunched our lunch offering by upgrading the quality of our entire hot sandwich line including adding a spicy chicken sandwich As of April 30 2024 the Company was selling bakery items such as donuts cookies and brownies in 2 570 97 of our stores
The growth in our prepared food program reflects the Company s strategy to promote high margin products that are compatible with convenience store operations In the last three fiscal years retail sales of nonfuel items have generated about 35 of our total revenue but they have resulted in approximately 66 of our revenue less cost of goods sold excluding depreciation and amortization Revenue less cost of goods sold excluding depreciation and amortization as a percentage of revenue on prepared food items averaged approximately 58 for the three fiscal years ended April 30 2024
Each Casey s store typically carries over 3 000 packaged food beverage and non food items The selection is a blend of differentiated private label products which includes over 350 items as of April 30 2024 as well as favored national and regional brands many of which can be found in larger format stores Our assortment includes product across the following categories
The Company offers the Casey s Rewards program to bring value to guests and improve the digital guest experience As part of this program guests can earn points from online in store or at the pump purchases Points earned can be redeemed for donations to a local school of the guest s choice fuel discounts or Casey s Cash which can be used on many products sold in our stores The Rewards program is delivered through Casey s mobile application In addition to earning points guests may
Casey s constructs stores that are primarily freestanding and with a few exceptions to accommodate local conditions conform to standard construction specifications We have a range of store designs differing in size and offerings Store lots have sufficient frontage and depth to permit adequate drive in parking facilities on one or more sides of each store Each new store typically includes 4 to 6 islands of fuel dispensers and storage tanks with capacity for 44 000 to 70 000 gallons of fuel The merchandising display follows a standard layout designed to encourage a flow of guest traffic through all sections of every store Nearly all locations feature a bright sign which displays the Casey s GoodStop or Lone Star Food Store name and trade service marks
The Company historically has located many of its stores in smaller towns not served by national chain convenience stores We believe that a Casey s store provides a service generally not otherwise available in smaller towns and that a convenience store in an area with limited population can be profitable if it stresses sales volume and competitive prices Our store site selection criteria emphasize the population of the immediate area and daily highway traffic volume
Average retail prices of fuel during the year decreased 11 5 from prior year Fuel prices increased at the end of the 2022 fiscal year due to overall supply issues as Russia s invasion of Ukraine resulted in a United States ban of Russian crude oil imports While prices have moderated since the highs seen at the end of the 2022 fiscal year and start of the fiscal 2023 year the higher costs have continued into fiscal 2024 due to the ongoing conflict between Russia and Ukraine unrest in the Middle East and economic uncertainty in Western nations Regardless we believe our centralized fuel team is well positioned to navigate any potential future fuel price volatility as they work to maximize total profitability
The total number of gallons sold during this period increased by 5 8 Gallons sold were positively impacted by a growing store count as we operated 137 more stores than the prior year Average revenue less cost of goods sold excluding depreciation and amortization per gallon decreased by 1 8 Our centralized fuel team has been instrumental in sustaining higher than historically typical average revenue less cost of goods sold per gallon excluding depreciation and amortization
Percentage of revenue less cost of goods sold excluding depreciation and amortization represents the fuel revenue less cost of goods sold excluding depreciation and amortization divided by the gross fuel sales dollars As retail fuel prices fluctuate in a period of consistent gross margin per gallon the percentage will also fluctuate in an inverse relationship to fuel price For additional information concerning the Company s fuel operations see Item 7 below
CMC supplies all stores with various groceries food health and beauty aids and general merchandise from our three distribution centers The stores place orders for merchandise electronically to the Store Support Center and the orders are filled with shipments in Company operated delivery trucks from one of the distribution centers based on route optimization for the
In fiscal 2024 a majority of the food and nonfood items supplied to stores through the distribution centers were purchased directly from manufacturers While we consider long term contracts for potential favorability against short term contracts long term supply contracts are not typically entered into with the suppliers of products sold by our stores We believe the practice enables us to respond to changing market conditions with minimal impact on margins
In addition to the products discussed above CMC supplies the majority of fuel to our stores and supplies fuel on a wholesale basis as part of a dealer network to 73 locations We have entered into various purchase agreements related to our fuel supply which include varying volume commitments Prices included in the purchase agreements are indexed to market prices
Our employees who we refer to as Team Members are critical to our business operations and the success of the Company As of April 30 2024 we had 20 935 full time and 24 424 part time Team Members Approximately 94 are store Team Members 1 are field management and related Team Members 1 work in and support our three distribution centers 1 are fuel or grocery drivers and 3 work out of the Store Support Center or perform Store Support Center functions
We believe that the future success of the Company depends in large part on our ability to attract train retain and motivate qualified Team Members We have a defined TMVP that is grounded in four pillars that support what Team Members value in their employment at Casey s
As such we are committed to providing market competitive pay and benefits for all positions and offer performance based compensation opportunities to certain of our full time Team Members In addition the Company offers a 401 k plan to eligible Team Members with a 6 match made in Company stock and all full time Team Members are eligible for competitive health and welfare benefits including medical dental vision disability life insurance and other benefits
In addition during the 2024 fiscal year the Company enhanced coverages for dental and vision introduced company paid short term disability for all full time Team Members and long term disability for certain full time Team Members as well as increased the coverages and access for mental health services We also increased participation including a Company donation of 1 0 million during the 2024 fiscal year and utilization of Casey s Team Member Support Fund which is designed to help Team Members facing financial hardships due to catastrophic circumstances
The Company is committed to building a diverse and inclusive workforce across the organization which it believes is set by example with its Board of Directors and extended leadership team As of the end of the 2024 fiscal year the Board consisted of ten members four or 40 of which are diverse as to gender and three or 30 of which are diverse to race and or ethnicity The extended leadership team which includes all of our Vice President level executives and above consists of thirty three members 39 of which are diverse as to gender race and or ethnicity Across our entire Team Member base 57 of our
Team Members are female and 17 are diverse as to race and or ethnicity In addition we have a strict Anti Harassment and Discrimination Policy of which all Team Members are trained and expected to follow and we have several mechanisms including an Ethics and Compliance Hotline under which Team Members and guests can report incidents confidentially or anonymously and without fear of retaliation We have four team member resource groups which further enhance the diversity equity and inclusion culture at Casey s Women in Leadership Veterans Faith and LGBTQ The Company has also established a formal Diversity Equity and Inclusion Committee to further promote the already strong culture of belonging and empowerment for all Team Members In addition the company has expanded its learning related to unconscious bias and critical conversations through formal training
The Company including its established Learning and Development Department which serves all levels of the organization invests significant time and resources in educating and training Team Members by providing them with educational development and leadership opportunities These opportunities are provided through a mix of formal onboarding training safety training in person classes virtual modules and on the job learning For example through its virtual modules the Company offers over 700 hours of educational opportunities through over 350 classes for which there were almost 340 000 enrollments during the 2024 fiscal year In addition the Company has a formal leadership development program with core curriculum consisting of Development programs for Kitchen Managers Store Managers District Managers a Leadership Excellence Certification a Finance for Non Financial Managers program and an Individualized Development Program for all Officers based on their review
Our business is highly competitive Food including prepared foods and nonfood items similar or identical to those sold by the Company are generally available from various competitors in the communities served by Casey s and by certain online retailers We believe our stores located in smaller towns compete principally with other local grocery and convenience stores similar retail outlets and to a lesser extent prepared food outlets restaurants and expanded fuel stations offering a more limited selection of grocery and food items for sale Stores located in more heavily populated communities may compete with local and national grocery and drug store chains quick service restaurants expanded fuel stations supermarkets discount food stores and traditional convenience stores
In addition to our inside store products the fuel business is also highly competitive The Company competes on the basis of brand price and convenience of our fuel products We believe our locations in smaller towns are well positioned Similar to inside stores compete with larger store chains with expanded fuel offerings and increased buying power in more heavily populated communities
Examples of convenience store chains competing in the larger towns served by Casey s include Quik Trip Kwik Trip Star Maverik Kum Go and other regional chains These competitive factors are discussed further in Item 7 of this Form 10 K
The Company regularly evaluates its portfolio of intellectual property and takes steps to review potential new trademarks and service marks and to renew existing marks The names Casey s Casey s General Store and GoodStop by Casey s the marks consisting of the Casey s design logos with the words Casey s and Casey s General Store the weathervane and certain of our private label product names are registered trademarks and service marks under federal law We believe these marks are of material importance in promoting and advertising the Company s business In addition the Company has a number of other registered and unregistered trademarks and service marks that are significant to the Company from an operational and branding perspective e g Casey s Pizza The Official Pizza and Beer Headquarters Casey s Here for Good Casey s Rewards Casey s Cash etc
The United States Environmental Protection Agency and several states including Iowa have established requirements for owners and operators of underground fuel storage tanks USTs with regard to i maintenance of leak detection corrosion protection and overfill spill protection systems ii upgrade of existing tanks iii actions required in the event of a detected leak iv prevention of leakage through tank closings and v required fuel inventory record keeping Since 1984 our new stores have been equipped with noncorroding fiberglass USTs including some with double wall construction overfill protection and electronic tank monitoring We believe that all capital expenditures for electronic monitoring cathodic protection and overfill spill protection to comply with the existing UST regulations have been completed Additional regulations or amendments to the existing UST regulations could result in future expenditures
The majority of states in which we do business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners including the Company For the years ended April 30 2024 2023 and 2022 we spent approximately 966 653 and 577 respectively for assessments and remediation The majority of these expenditures were submitted for reimbursement from state sponsored trust fund programs The payments are typically subject to statutory provisions requiring repayment of the reimbursed funds for noncompliance with upgrade provisions or other applicable laws None of the reimbursements received are currently expected to be repaid by the Company to the trust fund programs At April 30 2024 and 2023 we had an accrued liability of 299 and 268 respectively for estimated expenses related to anticipated corrective actions or remediation efforts including relevant legal and consulting costs We believe we have no material joint and several environmental liability with other parties
Almost all of our stores sell a variety of age restricted products which may include beer liquor tobacco and other nicotine products The sale of these products are subject to significant regulations and require the Company to procure special sales licenses from local and or state agencies which govern their sale While the costs to procure such licenses is not material the failure to comply with the conditions of the licenses or other age restricted products laws could result in the suspension or revocation of such licenses or fines related thereto In addition to these products the Company is also subject to rules governing lottery and lotto sales as determined by state lottery commissions in each state in which we make such sales
You should carefully consider the risks described in this report before making a decision to invest in our securities If any of such risks actually occur our business financial condition and or results of operations could be materially adversely affected In that case the trading price of our securities could decline and you might lose all or part of your investment
Our business and our reputation could be adversely affected by a cyber or data security incident or the failure to protect sensitive guest Team Member or supplier data or the failure to comply with applicable regulations relating to data security and privacy
In the normal course of our business we obtain are provided and have access to large amounts of personal data including but not limited to credit and debit card information personally identifiable information and other data from and about our guests Team Members and suppliers A compromise or a breach in our systems or another data security or privacy incident that results in the loss unauthorized release disclosure or acquisition of such data or information or other sensitive data or information or other internal or external cyber or data security threats including but not limited to viruses denial of service attacks phishing attacks ransomware attacks and other intentional or unintentional disruptions could occur and have a material adverse effect on our operations and ability to operate reputation operating results and financial condition
In addition similar events at vendors third party service providers or other market participants whether or not we are directly impacted could negatively affect our business and supply chain or lead to a general loss of guest confidence which could result in reduced guest traffic and sales
A data security or privacy incident of any kind could expose us to risk in terms of the loss unauthorized release disclosure or acquisition of sensitive guest Team Member or supplier data and could result in litigation or other regulatory action being brought against us and damages monetary and other claims made by or on behalf of the payment card brands guests Team Members shareholders financial institutions and governmental agencies or monetary demands or other extortion attempts from cybercriminals Such events could give rise to substantial monetary damages and or losses which are not covered or in some instances fully covered by our insurance policies and which could adversely affect our reputation results of operations financial condition and liquidity Moreover a data security or privacy incident could require that we expend significant additional resources on mitigation efforts and to further upgrade the security and other measures that we employ to guard against and respond to such incidents
Food safety issues and foodborne illnesses whether actual or reported or the failure to comply with applicable regulations relating to the transportation storage preparation or service of food could adversely affect our business and reputation
Instances or reports of food safety issues such as foodborne illnesses food tampering food contamination or mislabeling either during growing manufacturing packaging transportation storage preparation or service have in the past significantly damaged the reputations and impacted the sales of companies in the food processing grocery convenience quick service and fast casual restaurant sectors and could affect us as well Any instances of or reports linking us to foodborne illnesses or food tampering contamination mislabeling or other food safety issues could damage the value of our brand and severely hurt sales of our prepared or other food products and possibly lead to product liability and personal injury claims litigation including class actions government agency investigations and damages In addition guest preferences and store traffic could be adversely impacted by food safety issues health concerns or negative publicity about the consumption of our
In addition we rely on our suppliers to provide quality ingredients and products and to comply with applicable food and food safety laws and industry standards A failure of one of our suppliers to comply with such laws to meet our quality standards or to meet food industry standards could also disrupt our supply chain damage our reputation and adversely impact our sales
Any increase in the cost or sustained high levels of the cost of cheese proteins or other commodities could adversely affect the profitability of stores particularly if we are unable to increase the retail price of our products to offset such costs We have recently experienced inflation in the price of commodities including food ingredients which has increased our cost of goods sold Cheese representing our largest food cost and other commodities can be subject to significant cost fluctuations due to weather availability global demand and other factors that are beyond our control
Many of these factors are beyond our control and we may not be able to adequately mitigate these costs or pass along these costs to our customers given the significant competitive pricing in our industry
A significant disruption to our distribution network to the capacity of the distribution centers or timely receipt of inventory could adversely impact our sales or increase our transaction costs which could have a material adverse effect on our business
We rely on our distribution and transportation network which includes our drivers and distribution center Team Members and the networks of our vendors and direct store delivery partners to provide products to our distribution centers and stores in a timely and cost effective manner Any disruption unanticipated or unusual expense or operational failure related to this process including our inability or that of our delivery partners to hire and or retain enough qualified drivers and distribution center Team Members to meet demand could affect our store operations negatively
We also depend on regular deliveries of products from third parties to and from our facilities and stores that meet our specifications In addition we may have a single supplier or limited number of suppliers for certain products While we believe there are adequate reserve quantities and alternative suppliers available shortages or interruptions in the receipt or supply of products caused by unanticipated or changing demand such as occurred during the COVID 19 pandemic problems in production or distribution financial or other difficulties of suppliers cyber related events social unrest inclement weather or other economic conditions including the availability of qualified drivers and distribution center Team Members could adversely affect the availability quality and cost of products and our operating results
We are dependent on the continued knowledge and efforts of our leadership team and other key Team Members If for any reason our leadership team does not continue to be active in management or we lose such persons or other key Team Members or we fail to identify and or recruit for current or future leadership positions our business financial condition or results of operations could be adversely affected
We also rely on our ability to recruit hire and retain qualified drivers distribution center Team Members field management and store Team Members Recent difficulties and shortages in the general labor market for such individuals in particular hourly Team Members and drivers and the failure to continue to attract and retain these individuals especially at reasonable compensation levels in the current rising wage environment could have a material adverse effect on the operation of individual stores distribution network our business and results of operations
Our continued success depends on our ability to remain relevant with respect to consumer needs and wants attitudes toward our industry and our guests preferences for ways of doing business with us particularly with respect to digital engagement contactless delivery third party delivery curbside pick up and other non traditional ordering and delivery platforms We must continually work to develop produce and market new products maintain and enhance the recognition of our brands offer a favorable mix of products and refine our approach as to how and where we market sell and deliver our products This risk is compounded by the use of digital media by consumers and the speed by which information and opinions are shared Further changes in consumer preferences trends or perceptions of certain items we sell or the ingredients therein could cause consumers to avoid such items in favor of those that are or are perceived as healthier lower calorie or lower in carbohydrates or otherwise based on their ingredients or nutritional content If we are unable to anticipate and respond to sudden challenges or changes that we may face in the marketplace trends in the market for our products and changing
We rely on our information technology systems and a number of third party software providers to manage numerous aspects of our business and a disruption of these systems could adversely affect our business
We are dependent on our information technology IT systems and a large number of third party software providers and platforms to manage and operate numerous aspects of our business develop our financial statements provide analytical information to management and serve as a platform for our business continuity plan Our IT systems and the software and other technology platforms provided by our vendors and other third parties are an essential component of our business operations and growth strategies and a serious disruption to any of these could significantly limit our ability to manage and operate our business efficiently These systems are vulnerable to among other things damage and interruption computer system and network failures loss of telecommunications services physical and electronic loss of or loss of access to data and information security breaches or other security or cyber related incidents computer viruses or attacks and obsolescence Any disruption could cause our business and competitive position to suffer and cause our operating results to be reduced
A significant percentage of our sales are made with credit cards Because the interchange and other fees we pay when credit cards are used to make purchases which the Company has little control over are based on transaction amounts higher fuel prices at the pump including record fuel prices that were seen in recent years higher gallon movement and other increases in price and sales of fuel and other items we sell in our stores directly result in higher credit card expenses These additional fees directly increase operating expenses Higher operating expenses that result from higher credit card fees may decrease our overall profit and have a material adverse effect on our business financial condition and results of operations Total credit card fees paid in fiscal 2024 2023 and 2022 exceeded 200 million
In addition credit card providers now mandate that any fraudulent activity and related losses at fuel dispensers that do not accept certain chip technology referred to as EMV be borne by the retailers accepting those cards While the Company has invested and will continue to invest a significant amount of resources in upgrading its fuel dispensers to accept EMV and has implemented other fraud mitigation strategies not all of its fuel dispensers have or in the near future may be upgraded to such technology As such it is possible that credit card providers could attempt to pass the costs of certain fraudulent activity at the non upgraded dispensers to the Company which if significant could have a material adverse effect on our business financial condition and results of operations
The scope and nature of our operations present a variety of operational hazards and risks that must be managed through continual oversight and control As protection against hazards and risks we maintain insurance against many but not all potential losses or liabilities arising from such risks Uninsured or underinsured losses and liabilities from operating risks could reduce the funds available to us for capital and investment spending and could have a material adverse impact on the results of operations
We store fuel in storage tanks at our retail locations Additionally a significant portion of fuel is transported in our own trucks instead of by third party carriers Our operations are subject to significant hazards and risks inherent in transporting and storing motor fuel These hazards and risks include but are not limited to fires explosions traffic accidents spills discharges and other releases any of which could result in distribution difficulties and disruptions environmental pollution government imposed fines or clean up obligations personal injury or wrongful death claims and other damage to our properties and the properties of others As a result any such event could have a material adverse effect on our business financial condition and results of operations
Our retail operations are characterized by a high volume of guest traffic and by transactions involving a wide array of product selections including prepared food Retail operations and in particular our distribution and food related operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries Consequently we may become a party to personal injury food safety product liability accessibility data security and privacy and other legal actions in the ordinary course of our business While these actions are generally routine in nature incidental to the operation of our business and immaterial in scope if our assessment of any action or actions should prove inaccurate our financial condition and results of operations could be adversely affected
Additionally we are occasionally exposed to industry wide or class action claims arising from the products we carry industry specific business practices or other operational matters including accessibility wage and hour and other employment
related individual and class action claims Our defense costs and any resulting damage awards or settlement amounts may be significant and not be covered or in some instances fully covered by our insurance policies Thus an unfavorable outcome or settlement of one or more of these lawsuits could have a material adverse effect on our reputation financial position liquidity and results of operations
Pandemics or disease outbreaks responsive actions taken by governments and others to mitigate their spread and guest behavior in response to these events have and may in the future adversely affect our business operations supply chain and financial results
Pandemics or disease outbreaks have had and may continue to have adverse impacts on the Company s business These include but are not limited to decreased store traffic and changed guest behavior decreased demand for our fuel prepared food and other convenience offerings decreased or slowed unit store growth issues with our supply chain including difficulties delivering products to our stores and obtaining certain items sold at our stores issues with respect to our Team Members health working hours and or ability to perform their duties and increased costs to the Company in response to these conditions and to protect the health and safety of our Team Members and guests
In addition the general economic and other impacts related to responsive actions taken by governments and others to mitigate the spread of pandemics or disease outbreaks including but not limited to stay at home shelter in place and other travel restrictions social distancing requirements mask mandates limitations on certain businesses hours and operations limits on public gatherings and other events and restrictions on what and in certain cases how certain products can be sold and offered to our guests have and may continue to result in declines in store traffic and overall demand increased operating costs and decreased or slower unit store growth Further although the Company s business was deemed an essential service by many public authorities throughout the COVID 19 pandemic allowing our operations to continue in some cases in a modified manner there are no guarantees the designation will continue or be applied during a future pandemic or disease outbreak which would require us to reduce our operations and potentially close stores for an undetermined period of time
Covenants in our Senior Notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests Failure to comply with these requirements could have a material impact to us
We are required to comply with certain financial and non financial covenants under our existing Senior Notes and credit facility agreements A breach of any covenant even if unintentional could result in a default or other negative consequences under such agreements which could if not timely cured permit lenders to secure outstanding amounts declare all amounts outstanding to be immediately due and payable and or to terminate such instruments which in turn could have a material adverse effect on our business liquidity financial condition and results of operation
We are subject to extensive tax liabilities imposed by multiple jurisdictions including but not limited to state and federal income taxes indirect taxes excise sales use and gross receipts taxes payroll taxes property taxes and tobacco taxes Tax laws and regulations are dynamic and subject to change as new laws are passed new administrations are elected and new interpretations of existing laws are issued applied and or enforced
In addition as the federal government and certain states face economic and other pressures they may seek revenue in the form of additional income sales and other taxes and related fees These activities could result in increased expenditures for tax liabilities in the future or a decrease in the disposable income of our guests Many of these liabilities are subject to periodic audits by the respective taxing authorities Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties
Our business is subject to extensive governmental laws and regulations that include but are not limited to those relating to environmental protection and remediation the preparation transportation storage sale and labeling of food and other products minimum wage overtime and other employment and labor laws and regulations the Americans with Disabilities Act legal restrictions on the sale of alcohol tobacco and nicotine products money orders lottery lotto and other age restricted products compliance with the Payment Card Industry Data Security Standards and similar requirements compliance with the Federal Motor Carriers Safety Administration regulations and securities laws and Nasdaq listing standards These and other laws and regulations are dynamic and subject to change as new laws are passed new interpretations of existing laws are issued and applied and as political administrations and majorities change over time The effects created by these including the costs of compliance with these laws and regulations is substantial and a violation of or change in such laws and or regulations could have a material adverse effect on our business financial condition and results of operations
State laws regulate the sale of alcohol tobacco and nicotine products lottery lotto products and other age restricted products A violation or change of these laws could adversely affect our business financial condition and results of operations
because state and local regulatory agencies have the power to approve revoke suspend or deny applications for and renewals of permits and licenses relating to the sale of certain of these products or to seek other remedies
Any appreciable increase in wages overtime pay or the statutory minimum salary requirements minimum wage rate mandatory scheduling or scheduling notification laws or the adoption of additional mandated healthcare or paid time off benefits would result in an increase in our labor costs For example recent state mandated minimum wage increases along with general labor market shortages and wage pressures have increased our operating expenses significantly
Such cost increases or the penalties for failing to comply could adversely affect our business financial condition and results of operations State or federal lawmakers or regulators may also enact new laws or regulations applicable to us that may have a material adverse and potentially disparate impact on our business
Congress has given the Food and Drug Administration FDA broad authority to regulate tobacco and nicotine products including e cigarettes and vapor products and the FDA has enacted numerous regulations restricting the sale of such products These governmental actions as well as national state and local campaigns and regulations to discourage tobacco and nicotine use and limit the sale of such products including but not limited to tax increases related to such products and certain actions taken to increase the minimum age in order to purchase such products have resulted or may in the future result in reduced industry volume and consumption levels and could materially affect the retail price of cigarettes or other nicotine products unit volume and revenues gross profit and overall guest traffic which in turn could have a material adverse effect on our business financial condition and results of operations
Sales of tobacco and nicotine products have averaged approximately 9 of our total revenue over the past three fiscal years and our tobacco and nicotine revenue less cost of goods sold excluding depreciation and amortization accounted for approximately 9 of the total revenue less cost of goods sold excluding depreciation and amortization for the same period Any significant increases in wholesale cigarette and related product costs or tax increases on tobacco or nicotine products may have a materially adverse effect on unit demand for cigarettes or related products Currently major cigarette and tobacco and nicotine manufacturers offer significant rebates to retailers although there can be no assurance that such rebate programs will continue We include these rebates as a component of cost of goods sold which affects our gross margin from sales of cigarettes and related products In the event these rebates are no longer offered or decreased our wholesale cigarette and related product costs will increase accordingly In general we attempt to pass price increases on to our guests Due to competitive pressures in our markets however we may not always be able to do so These factors could adversely affect our retail price of cigarettes and related products cigarette or related product unit volume and revenues merchandise revenue less cost of goods sold excluding depreciation and amortization and overall guest traffic and in turn have a material adverse effect on our business financial condition and results of operations
General economic and political conditions including social and political causes and movements higher interest rates higher fuel and other energy costs inflation increases or fluctuations in commodity prices such as cheese proteins and coffee higher levels of unemployment higher consumer debt levels and lower consumer discretionary spending higher tax rates and other changes in tax laws or other economic factors may affect the operations of our stores input costs consumer spending buying habits and labor markets generally and could adversely affect the discretionary income and spending levels of our guests the costs of the products we sell in our stores the consumer demand for such products and the labor costs of transporting storing and selling those products These events and their impacts can be unpredictable and we may not always be able to recapture these higher input costs through pricing strategies or otherwise In addition unfavorable economic conditions especially those affecting the agricultural industry higher fuel prices and unemployment levels can affect consumer confidence spending patterns and miles driven and can cause guests to trade down to lower priced products in certain categories when these conditions exist These factors can lead to sales declines and in turn have an adverse impact on our business financial condition and results of operations
Technological advances and consumer behavior in reducing fuel use governmental mandates to improve fuel efficiency and consumer desire or regulations to lower carbon emissions could lessen the demand for our largest revenue product petroleum based motor fuel which may have a material adverse effect on our business financial condition and results of
operation Changes in our climate including the effects of carbon emissions in the environment may lessen demand for fuel or lead to additional government regulation In addition a shift toward electric hybrid hydrogen natural gas or other alternative fuel powered vehicles including driverless motor vehicles could fundamentally change the shopping and driving habits of our guests or lead to new forms of fueling destinations or new competitive pressures Any of these outcomes could potentially result in fewer guest visits to our stores decreases in sales revenue across all categories or lower profit margins which could have a material adverse effect on our business financial condition and results of operations
The vast majority of our stores our distribution centers and our corporate offices are located in the Midwest region of the United States which is susceptible to tornadoes thunderstorms extended periods of rain or unseasonably cold temperatures flooding ice storms and heavy snow Inclement weather conditions could damage our facilities impact our supply chain and the supply chain of our vendors or could have a significant impact on consumer behavior travel and convenience store traffic patterns as well as our ability to operate our stores distribution centers or corporate offices In addition we typically generate higher revenues and gross margins during warmer weather months which fall within our first and second fiscal quarters When weather conditions are not favorable during a particular period our operating results and cash flow from operations could be adversely affected
Our net income is significantly affected by changes in the margins we receive on our retail fuel sales Over the past three fiscal years on average our fuel revenues accounted for approximately 65 of total revenue and our fuel revenue less cost of goods sold excluding depreciation and amortization accounted for approximately 34 of the total revenue less cost of goods sold excluding depreciation and amortization Crude oil and domestic wholesale petroleum markets are currently and in the recent past have been marked by significant volatility
General political conditions threatened or actual acts of war or terrorism instability or other changes in oil producing regions historically in the Middle East and South America but recently in Europe with the conflict in Ukraine and trade economic or other disagreements between oil producing nations can and recently have significantly affected crude oil supplies and wholesale petroleum costs In addition the supply of fuel and wholesale purchase costs could be adversely affected in the event of a shortage which could result from among other things severe weather events in oil producing regions the lack of capacity at United States oil refineries or in our case the level of fuel contracts that we have that guarantee an uninterrupted unlimited supply of fuel Increases in the retail price of petroleum products have resulted and could in the future adversely affect consumer demand for fuel and other discretionary purchases This volatility makes it difficult to predict the impact that future wholesale cost fluctuations will have on our operating results and financial condition in future periods Any significant change in one or more of these factors could materially affect the number of fuel gallons sold fuel revenue less cost of goods sold excluding depreciation and amortization and overall guest traffic which in turn could have a material adverse effect on our business financial condition and results of operations
The convenience store and retail fuel industries in which we operate are highly competitive and characterized by ease of entry and constant change in the number and type of retailers offering the products and services found in our stores We compete with many other convenience store chains gasoline stations supermarkets drugstores discount stores club stores fast food outlets restaurants coffee shops mass merchants and a variety of other retail companies including retail gasoline companies that have more extensive retail outlets greater brand name recognition and more established fuel supply arrangements Several non traditional retailers such as supermarkets club stores and mass merchants have affected the convenience store industry by entering the retail fuel business and have obtained a share of the fuels market Certain of these non traditional retailers may use more extensive promotional pricing or discounts both at the fuel pump and in the store to encourage in store merchandise sales and gasoline sales In some of our markets our competitors have been in existence longer and have greater financial marketing and other resources than we do As a result our competitors may have a greater ability to bear the economic risks inherent in our industry and may be able to respond better to changes in the economy and new opportunities within the industry including those related to electric vehicle charging stations This intense competition could adversely affect our revenues and profitability and have a material adverse impact on our business and results of operations
An important part of our growth strategy has been to purchase properties on which to build our stores and in other instances acquire other convenience stores that complement our existing stores or broaden our geographic presence We expect to continue pursuing acquisition opportunities which involve risks that could cause our actual growth or operating results to differ materially from our expectations or the expectations of our shareholders and securities analysts These risks include but are not limited to the inability to identify and acquire suitable sites at advantageous prices competition in targeted market
areas difficulties in obtaining favorable financing for larger acquisitions or construction projects difficulties during the acquisition process in discovering some of the liabilities of the businesses that we acquire difficulties associated with our existing financial controls information systems management resources and human resources needed to support our future growth difficulties with hiring training and retaining skilled personnel difficulties in adapting distribution and other operational and management systems to an expanded network of stores difficulties in adopting adapting to or changing the business practices models or processes of stores or chains we acquire difficulties in obtaining governmental and other third party consents permits and licenses needed to operate additional stores difficulties in obtaining the cost savings and financial improvements we anticipate from future acquired stores the potential diversion of our management s attention from focusing on our core business due to an increased focus on acquisitions and challenges associated with the consummation and integration of any future acquisition
Securities markets worldwide experience significant price and volume fluctuations This market volatility could significantly affect the market price of our common stock without regard to our operating performance In addition the price of our common stock could be subject to wide fluctuations in response to these and other factors a deviation in our results from the expectations of public market analysts and investors statements by research analysts about our common stock company or industry changes in market valuations of companies in our industry and market evaluations of our industry generally additions or departures of key personnel actions taken by our competitors sales or repurchases of common stock by the Company or other affiliates and other general economic political or market conditions many of which are beyond our control
The market price of our common stock will also be affected by our quarterly operating results and same store sales results which may be expected to fluctuate Some of the factors that may affect our quarterly results and same store sales include general regional and national economic conditions competition unexpected costs changes in retail pricing consumer trends and the number of stores we open and or close during any given period and the costs of compliance with corporate governance and other legal requirements Other factors are discussed throughout Management s Discussion and Analysis of Financial Condition and Results of Operations You may not be able to resell your shares of our common stock at or above the price you pay
We could issue additional shares for investment acquisition or other business purposes Even if there is not an immediate need for capital we may choose to issue securities to sell in public or private equity markets if and when conditions are favorable Raising funds by issuing securities would dilute the ownership interests of our existing shareholders Additionally certain types of equity securities we may issue in the future could have rights preferences or privileges senior to the rights of existing holders of our common stock
Our articles of incorporation give the Company s board of directors the authority to issue up to one million shares of preferred stock and to determine the rights and preferences of the preferred stock without obtaining shareholder approval The existence of this preferred stock could make it more difficult or discourage an attempt to obtain control of the Company by means of a tender offer merger proxy contest or otherwise Furthermore this preferred stock could be issued with other rights including economic rights senior to our common stock thereby having a potentially adverse effect on the market price of our common stock
In addition provisions of Iowa corporate law could make it more difficult for a third party to acquire us or remove our directors by means of a proxy contest even if doing so would be beneficial to our shareholders For example the Iowa Business Corporation Act the Act prohibits publicly held Iowa corporations to which it applies from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder unless the business combination is approved in a prescribed manner Further the Act permits a board of directors in the context of a takeover proposal to consider not only the effect of a proposed transaction on shareholders but also on a corporation s Team Members suppliers guests creditors and on the communities in which the corporation operates These provisions could discourage others from bidding for our shares and could as a result reduce the likelihood of an increase in our stock price that would otherwise occur if a bidder sought to buy our stock
We may in the future adopt other measures such as a shareholder rights plan or poison pill that could have the effect of delaying deferring or preventing an unsolicited takeover even if such a change in control were at a premium price or favored by a majority of unaffiliated shareholders These measures may be adopted without any further vote or action by our shareholders
Our Board in coordination with the Audit Committee provides oversight of the Company s major information technology risk exposures including those related to cybersecurity data privacy and data security and oversees the steps management has taken to monitor and mitigate such risk exposures Cybersecurity and related matters are recurring topics at Audit Committee meetings and the Company s Chief Information Officer CIO and Chief Information Security Officer CISO regularly provide the Audit Committee and periodically the entire Board with updates on the Company s cybersecurity risk profile and strategy These updates include both qualitative and quantitative information on the effectiveness of the Company s cybersecurity controls
As a part thereof the Company has implemented an information security program directly overseen by our CISO that consists of controls and processes designed to prevent detect and manage reasonably foreseeable cybersecurity risks and threats and which is based on recognized best practices including the National Institute of Standards and Technology NIST Cyber Security Framework CSF and Payment Card Industry Data Security Standard PCI DSS
Our CISO who has over 38 years of industry experience and his team have relevant education and experience assessing and managing cybersecurity programs and cybersecurity risks across a mix of enterprises including the retail industry Together with a third party the CISO and his team also operate a 24 7 Security Operations Center to monitor the cybersecurity environment and coordinate escalation and remediation of alerts and we incorporate many other resources to maintain readiness to withstand and respond to a cyber incident including but not limited to incident response tabletop exercises system recovery exercises simulated phishing email exercises and security awareness training
Our CISO and his team have also developed processes to oversee and identify material cybersecurity risks associated with our use of third party service providers who access our information technology systems which includes leveraging our vendor risk management program designed to assess and manage the cybersecurity risks associated with these partnerships
As part of the program our governance risk and compliance team conducts due diligence as a part of onboarding new vendors and maintain ongoing evaluations to ensure compliance with our security standards
The Company has a Cybersecurity Incident Response Plan the Plan integrated into our enterprise crisis management and business continuity program which provides protocols and procedures for evaluating and responding to material cybersecurity incidents including incident handling disclosure and reporting notification to senior management the Board and relevant committees and meeting external reporting obligations
As part of the Plan the Company has also established an Incident Response Governance Team co chaired by our CISO and VP Deputy General Counsel which is a cross functional group comprised of relevant stakeholders throughout the organization responsible for organizing the assessment investigation and response to any material cybersecurity event
Notwithstanding the comprehensive approach we take to information security there can be no assurance that our security efforts and measures and those of our third party service providers will prevent or mitigate all incidents that could have a material adverse effect on our business financial condition or results of operations
We own the Store Support Center built in 1990 and all three distribution centers Located on an approximately 57 acre site in Ankeny Iowa the Store Support Center includes office space and our first distribution center The Store Support Center provides approximately 490 000 square feet of available space including approximately 290 000 square feet related to the distribution center We also own a building near the Store Support Center where our construction and support services departments operate In February 2016 we opened our second distribution center located in Terre Haute Indiana This second distribution center has approximately 340 000 square feet of total space In April 2021 we opened a third distribution center located in Joplin Missouri see Note 7 for discussion of ownership structure The third distribution center provides approximately 300 000 square feet of total space All three distribution centers have a fleet services maintenance center
On April 30 2024 we leased a combination of land and or building at 140 locations Most of the leases provide for the payment of a fixed rent plus property taxes insurance and maintenance costs Generally the leases are for terms of ten to twenty years with options to renew for additional periods or options to purchase the leased premises at the end of the lease period The Company owns the land and building at all of our other store locations Additionally the Company regularly has land held for development land under construction for new stores and land held for sale as a result of store closures
Casey s common stock trades on the Nasdaq Global Select Market under the symbol CASY The 37 008 488 shares of common stock outstanding at April 30 2024 had a market value of approximately 11 8 billion On that date there were 1 441 shareholders of record
We began paying cash dividends during fiscal 1991 The dividends declared in fiscal 2024 totaled 1 72 per share The dividends declared in fiscal 2023 totaled 1 52 per share At its June meeting the Board of Directors declared a quarterly dividend of 0 50 per share payable August 15 2024 to shareholders of record on August 1 2024
1 On and effective as of March 3 2022 the Board authorized a share repurchase program whereby the Company was authorized to repurchase its outstanding common stock from time to time for an aggregate amount of up to 400 million exclusive of fees commissions or other costs the Repurchase Program The Repurchase Program has no
set expiration date The timing and number of repurchase transactions under the Repurchase Program depends on a variety of factors including but not limited to market conditions corporate considerations business opportunities debt agreements and regulatory requirements The Repurchase Program can be suspended or discontinued at any time During the fourth quarter of 2024 we repurchased and retired 50 113 shares of our common stock under our share repurchase program for a total of 14 6 million excluding fees commissions and other costs As of April 30 2024 295 1 million remained available for future purchases under this share repurchase program
Please read the following discussion of the Company s financial condition and results of operations in conjunction with the selected historical consolidated financial data and consolidated financial statements and accompanying notes presented elsewhere in this Form 10 K
As of April 30 2024 Casey s General Stores Inc and its direct and indirect wholly owned subsidiaries operate convenience stores primarily under the names Casey s and Casey s General Store collectively with the stores below referenced as GoodStop Bucky s Minit Mart or Lone Star Food Store referred to as Casey s or the Company throughout 17 states over half of which are located in Iowa Missouri and Illinois
Approximately 72 of all stores were opened in areas with populations of fewer than 20 000 persons The Company competes on the basis of price as well as on the basis of traditional features of convenience store operations such as location extended hours product offerings and quality of service As of April 30 2024 there were a total of 2 658 stores in operation
All convenience stores carry a broad selection of food items including but not limited to freshly prepared foods such as regular and breakfast pizza donuts hot breakfast items and hot and cold sandwiches beverages tobacco and nicotine products health and beauty aids automotive products and other nonfood items As of April 30 2024 233 store locations offered car washes In addition all but eight store locations offer fuel for sale on a self service basis
The Company has 73 dealer locations where Casey s manages fuel wholesale supply agreements to these stores These locations are not operated by Casey s and are not included in our overall store count Approximately 1 of total revenue for the year ended April 30 2024 relates to this dealer network
The Company s business is seasonal and generally experiences higher sales and profitability during the first and second fiscal quarters May October when the weather is warmer across our footprint and guests tend to purchase greater quantities of fuel and certain convenience items such as beer sports drinks water soft drinks and ice
The Company announced a three year strategic plan in June 2023 focused on three enterprise objectives grow store count accelerate the food business and enhance operational efficiency which are enabled by a strong foundation and Team Member experience The Company s plan was based on building on our proud heritage and distinct advantages to become more
Since early calendar 2020 the price of crude oil and in turn the wholesale cost of fuel has been volatile compared to historical averages Initially at the outset of the pandemic oil and fuel prices fell dramatically however as the economy in general began to emerge from the COVID 19 pandemic prices began to modestly increase over time Oil and fuel prices continued to be impacted throughout fiscal 2024 as a result of the ongoing conflict in Ukraine unrest in the Middle East and economic uncertainty in Western nations The Company expects similar market volatility to remain throughout the 2025 fiscal year
In addition during the past four calendar years the Company and the retail fuel industry has experienced historically high average revenue less cost of goods sold per gallon excluding depreciation and amortization Although this has remained relatively consistent since that time on a longer term basis this metric can fluctuate significantly and sometimes unpredictably in the short term While the Company believes that its average revenue less cost of goods sold per gallon excluding depreciation and amortization will remain elevated from historical levels for the foreseeable future it is possible that increased oil and fuel prices higher interest rates macroeconomic conditions and or continuing conflicts or disruptions involving oil producing countries may materially impact the performance of this metric
Casey s continues its process of implementing an electric vehicle EV strategy and our management team remains committed to understanding if and how the increased demand for and usage of EVs impacts consumer behavior across our store footprint and beyond As consumer demand for alternative fuel options continues to grow Casey s has continued to add EV charging stations across our 17 state footprint As of April 30 2024 the Company has 170 charging stations at 37 stores across 12 states Our EV growth strategy is currently designed to selectively increase our charging stations at locations within our region where we see higher levels of consumer EV buying trends and demand for EV charging To date consumer EV demand within our Midwest footprint has been comparatively lower than the levels along the coasts As EV demand from our guests increases we are prepared to strategically integrate charging station options at select stores
The Company also remains committed to offering renewable fuel options at our stores and continues to expand its alternative fuel options in response to evolving guest needs and as part of its environmental stewardship efforts Currently almost all of our stores offer fuel with at least 10 of blended ethanol and 43 of our stores offer biodiesel Every newly built store has the capability to sell renewable fuels and we aim to continue growing sales of renewable fuels throughout our footprint
Total revenue for fiscal 2024 decreased by 231 562 1 5 since the prior fiscal year Prepared food and dispensed beverage revenue increased by 139 040 10 5 due to an increase in same store sales of 6 8 and an increase of approximately 3 7 due to operating 137 more stores than a year ago The increase in same store sales was driven by improved sales of hot sandwiches whole pies bakery and dispensed beverages Grocery and general merchandise revenue increased by 281 617 8 2 due to an increase in same store sales of 3 5 and an increase of approximately 4 7 due to operating 137 more stores than a year ago The increase in same store sales was driven by strong sales of non alcoholic and alcoholic beverages snacks and candy Retail fuel revenue decreased by 625 239 6 2 as the average retail price per gallon decreased 11 5 partially offset by an increase in the number of gallons sold by 156 303 5 8 Other revenue decreased 26 980 9 0 compared to the prior year driven primarily by a decrease in total revenue related to the dealer network
Total revenue less cost of goods sold excluding depreciation and amortization was 22 5 of revenue for fiscal 2024 compared with 20 4 for the prior year Prepared food and dispensed beverage revenue less related cost of goods sold excluding depreciation and amortization increased to 58 7 of revenue from 56 6 during fiscal 2024 compared to the prior year an increase of 2 1 primarily due to softening ingredient costs Grocery and general merchandise revenue less related cost of goods sold excluding depreciation and amortization increased to 34 1 of revenue from 33 6 during fiscal 2024
Fuel revenue less related cost of goods sold excluding of depreciation and amortization was 11 9 of revenue for fiscal 2024 compared with 10 7 for the prior year Fuel cents per gallon decreased to 39 5 cents in fiscal 2024 from 40 2 cents in fiscal 2023 The Company sold 25 9 million RINs renewable identification numbers for 33 023 during fiscal 2024 compared to the sale of 18 6 million RINs fiscal 2023 which generated 31 656 see Note 1 below for a further description of RINs and how they are generated
Operating expenses increased 168 571 8 0 to 2 288 513 in fiscal 2024 In the prior fiscal year a one time benefit from the resolution of a legal matter of 15 297 reduced operating expenses by approximately 1 Approximately 4 5 of the increase is due to operating 137 more stores than the comparable period in the prior year Total same store employee expense contributed to approximately 1 of the increase as the increases in labor rates were partially offset by a reduction in same store labor hours
The effective tax rate decreased to 23 5 in fiscal 2024 from 24 0 in fiscal 2023 The decrease in the effective tax rate was primarily due to one time benefits from adjusting the Company s deferred tax assets and liabilities for state law changes enacted during the year
Net income increased by 55 281 12 4 to 501 972 in fiscal 2024 from 446 691 in fiscal 2023 The increase was primarily attributable to higher profitability both inside the store and in fuel This increase was partially offset by higher operating expenses depreciation and amortization and income tax expense See discussion in the paragraphs above for the primary drivers for each of these increases
The Other category primarily consists of activity related to wholesale fuel revenue from the dealer network and car wash revenue which are both presented gross of applicable costs as well as lottery which is presented net of applicable costs
Average operating income represents retail sales less cost of goods sold operating expenses and depreciation and amortization attributable to a particular store it excludes interest federal and state income taxes and Company operating expenses not attributable to a particular store
Same store sales is a common metric used in the convenience store industry We define same store sales as the total sales increase or decrease for stores open during the full time of the periods being presented The store must be open for each entire fiscal year being compared Remodeled stores that remained open or were closed for just a very brief period of time less than a week during the period being compared remain in the same store sales comparison If a store is replaced either at the same location razed and rebuilt or relocated to a new location it is removed from the comparison until the new store has been open for each entire period being compared Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared
We define EBITDA as net income before net interest expense income taxes depreciation and amortization Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets as well as impairment charges Neither EBITDA nor Adjusted EBITDA are presented in accordance with GAAP
We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities and they are regularly used by management for internal purposes including our capital budgeting process evaluating acquisition targets and assessing store performance
EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income cash flows from operating activities or other income or cash flow statement data These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure
Because non GAAP financial measures are not standardized EBITDA and Adjusted EBITDA as defined by us may not be comparable to similarly titled measures reported by other companies It therefore may not be possible to compare our use of these non GAAP financial measures with those used by other companies
For the year ended April 30 2024 EBITDA and Adjusted EBITDA increased 11 2 and 11 1 respectively The increase was primarily attributable to higher profitability both inside the store and in fuel which was partially offset by higher operating expenses See discussion in the preceding sections for the primary drivers for each of these individual changes
Critical accounting policies are those accounting policies that management believes are important to the portrayal of our financial condition and results of operations and require management s most difficult subjective judgments often because of the need to estimate the effects of inherently uncertain factors
The Company uses the acquisition method of accounting for transactions meeting the definition of a business combination The acquisitions are recorded in the financial statements by allocating the purchase price to the assets acquired including intangible assets and liabilities assumed based on their estimated fair values at the acquisition date as determined by third party appraisals or internal estimates The significant assets acquired include buildings equipment and land The Company primarily values buildings and equipment using the cost method and land using comparable land sales The purchase price is determined based upon the fair value of consideration transferred to the seller Fair values are typically determined using Level 3 inputs see Note 3 to the consolidated financial statements Given these estimates often are based upon unobservable inputs the estimates require significant judgment when determining the overall value and actual results could differ from the estimates originally established The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill if the acquisition is considered to be a business combination During a one year period from the acquisition date amounts are allowed to be provisional for areas that are expected to be adjusted to their final amounts during the measurement period These provisional adjustments are for when the buyer obtains additional information about the facts and circumstances that existed as of the acquisition date Subsequent adjustments recorded to provisional balances within the measurement period are recorded in the period in which the adjustment is identified Acquisition related transaction costs are recognized in operating expenses as incurred
Inventories which consist of merchandise and fuel are stated at the lower of cost or market For fuel inventories cost is determined through the use of the first in first out FIFO method For merchandise inventories cost is determined through the use of the last in first out LIFO method Inventory valued using the LIFO method of inventory requires judgement when making the determination of appropriate indices to be used for determining price level changes
The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets an impairment loss is recognized to the extent carrying value of the assets exceeds their estimated fair value Fair value is based on management s estimate of the price that would be received to sell an asset in an orderly transaction between market participants The estimate is derived from offers actual sale or disposition of assets subsequent to year end and other indications of fair value which are considered Level 3 inputs see Note 3 to the consolidated financial statements In determining whether an asset is impaired assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets which for the Company is generally on a store by store basis The Company incurred impairment charges of 4 057 in fiscal 2024 3 500 in fiscal 2023 and 1 056 in fiscal 2022 Impairment charges are a component of operating expenses
The Company is primarily self insured for Team Member healthcare workers compensation general liability and automobile claims The self insurance claim liability for workers compensation general liability and automobile claims is determined actuarially at each year end based on claims filed and an estimate of claims incurred but not yet reported Actuarial projections of the losses are employed due to the potential of variability in the liability estimates Some factors affecting the uncertainty of claims include the development time frame settlement patterns litigation and adjudication direction and medical treatment and cost trends The liability is not discounted The balances of our self insurance reserves were 57 369 and 61 168 for the years ended April 30 2024 and 2023 respectively
Due to the nature of our business cash provided by operations is our primary source of liquidity The Company finances our inventory purchases primarily from normal trade credit aided by relatively rapid inventory turnover This turnover allows us to conduct operations without large amounts of cash and working capital As of April 30 2024 the Company s ratio of current assets to current liabilities was 0 87 to 1 The ratio at April 30 2023 and 2022 was 0 99 to 1 and 0 80 to 1 respectively The decrease in the ratio from the prior year is primarily attributable to a decrease in cash and cash equivalents as a result of increased acquisition related activity as well as share repurchases during fiscal 2024
We believe our current 850 000 committed unsecured revolving credit facility our 50 000 unsecured bank line of credit current cash and cash equivalents and the future cash flow from operations will be sufficient to satisfy the working capital needs of our business
Net cash provided by operating activities was 892 953 for the year ended April 30 2024 compared to 881 951 for the year ended April 30 2023 an increase of 11 002 Our primary source of operating cash flows is from sales to guests at our stores The primary uses of operating cash flows are payments to our team members and suppliers as well as payments for taxes and interest Cash flow from operations was favorably impacted by improved revenue less cost of goods sold excluding depreciation and amortization of 275 505 offset by an increase in operating expenses of approximately 168 571 and an increase in cash paid for taxes of approximately 14 602 The increase in cash paid for taxes was primarily attributable to applying a higher outstanding income tax receivable to reduce our estimated tax payments for fiscal 2023 compared to fiscal 2024 Refer to Fiscal 2024 Compared with Fiscal 2023 starting on page 20 for further details on the primary drivers for the changes in revenue cost of goods sold and operating expenses Cash flows from operations can also be impacted by variability in the timing of payments and receipts for certain assets and liabilities such as wage related accruals accounts payable and receivables from credit card companies or our vendors The increase in operating cash flows compared to the prior year was partially offset by a reduction of operating cash flows of 51 644 due to the increased purchases of inventory primarily attributable to store growth and a reduction of operating cash flows of 18 727 primarily due to the timing of vendor rebate payments
Cash used in investing activities increased 280 322 During fiscal 2024 the Company expended 852 036 for purchases of property and equipment and payments for acquisitions compared to 562 137 for fiscal 2023 related to these activities The increase in cash used in investing activities was largely attributable to an increase in acquisition related activity compared to the prior year see Note 2 for further discussion Purchases of property and equipment and payments for acquisitions of businesses typically represent the single largest use of excess Company funds Management believes that by acquiring building and reinvesting in stores the Company will be better able to drive long term shareholder value
Interest on the 3 67 Senior Notes Series A and 3 75 Senior Notes Series B is payable on the 17th day of each June and December Principal on the Senior Notes Series A and Series B is payable in various installments beginning June 17 2022 Series A and December 17 2022 Series B through December 2028 We may prepay the 3 67 and 3 75 Senior Notes in whole or in part at any time in an amount of not less than 2 000 at a redemption price calculated in accordance with the Note Agreement dated June 17 2013 as amended between the Company and the purchasers of the Senior Notes Series A and Series B
Interest on the 3 65 Senior Notes Series C is payable on the 2nd day of each May and November while the interest on the 3 72 Senior Notes Series D is payable on the 28th day of each April and October Principal on the Senior Notes Series C and Series D is payable in various installments beginning May 2 2025 Series C and October 28 2025 Series D through October 2031 We may prepay the 3 65 and 3 72 Senior Notes in whole or in part at any time in an amount of not less than 2 000 at a redemption price calculated in accordance with the Note Agreement dated May 2 2016 as amended between the Company and the purchasers of the Senior Notes Series C and Series D
Interest on the 3 51 Senior Notes Series E is payable on the 13th day of each June and December while the interest on the 3 77 Senior Notes Series F is payable on the 22nd day of each February and August Principal on the Senior Notes Series E and Series F is payable in full on June 13 2025 Series E and August 22 2028 Series F respectively We may prepay the 3 51 and 3 77 Senior Notes in whole or in part at any time in an amount of not less than 2 000 at a redemption price calculated in accordance with the Note Agreement dated June 13 2017 as amended between the Company and the purchasers of the Senior Notes Series E and Series F
Interest on the 2 85 Senior Notes Series G and 2 96 Senior Notes Series H is payable on the 7th day of each February and August Principal on the Senior Notes Series G and Series H is payable in full on August 7 2030 Series G and August 6 2032 Series H respectively We may prepay the 2 85 and 2 96 Senior Notes in whole or in part at any time in an amount of not less than 2 000 at a redemption price calculated in accordance with the Note Purchase Agreement dated June 30 2020 between the Company and the purchasers of the Senior Notes Series G and Series H
Amounts borrowed under the term loan facility bear interest at variable rates based upon at the Company s option either a either Term SOFR or Daily Simple SOFR in each case plus 0 10 with a floor of 0 00 for the interest period in effect plus an applicable margin ranging from 1 10 to 1 70 or b an alternate base rate which generally equals the highest of i the prime commercial lending rate announced by the Administrative Agent as its prime rate ii the federal funds rate plus 1 2 of 1 00 and iii Adjusted Daily Simple SOFR plus 1 00 each plus an applicable margin ranging from 0 10 to 0 70 and each with a floor of 1 00 The applicable margins are dependent upon the Company s quarterly Consolidated Leverage Ratio as defined in the credit agreement dated April 21 2023 We have the right at any time to prepay all or a portion of the outstanding balance without premium or penalty other than customary breakage costs with respect to Term SOFR based borrowings with prior notice given
To date we have funded capital expenditures primarily through funds generated from operations the proceeds of the sale of common stock issuance of debt or other bank financing and existing cash Future capital required to finance operations improvements and the anticipated growth in the number of stores is expected to come from cash generated by operations our 850 000 committed unsecured revolving credit facility our additional 50 000 unsecured bank line of credit and additional long term debt or other securities as circumstances may dictate We do not expect such capital needs to adversely affect liquidity
Included in other long term liabilities on our consolidated balance sheet at April 30 2024 was a 10 895 obligation for deferred compensation As the specific payment dates for a portion of the deferred compensation outstanding are unknown due to the unknown retirement dates of many of the participants the related timing of the payment of the balances have not been reflected in the above Payments due by period table However known payments of 6 669 are scheduled over the next 5 years which includes 757 recognized in current liabilities as of April 30 2024
This Form 10 K including but not limited to the Management s Discussion and Analysis of Financial Condition and Results of Operations contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended Section 21E of the Securities Exchange Act of 1934 as amended and the Private Securities Litigation Reform Act of 1995 The words may will should believe expect anticipate intend estimate project continue and similar expressions are used to identify forward looking statements Forward looking statements represent the Company s current expectations or beliefs concerning future events and trends that we believe may affect our financial condition liquidity and related sources and needs supply chain results of operations and performance at our stores business strategy strategic plans growth opportunities integration of acquisitions acquisition synergies short term and long term business operations and objectives including our long term strategic plan wholesale fuel inventory and ingredient costs and the potential effects of the conflict in Ukraine on our business The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements including without limitation the following risk factors described more completely above in Item 1A entitled Risk Factors
Our business and our reputation could be adversely affected by a cyber or data security incident or the failure to protect sensitive guest Team Member or supplier data or the failure to comply with applicable regulations relating to data security and privacy food safety issues and foodborne illnesses whether actual or reported or the failure to comply with applicable regulations relating to the transportation storage preparation or service of food could adversely affect our business and reputation we may be adversely impacted by increases in the cost of food ingredients and other related costs a significant disruption to our distribution network to the capacity of the distribution centers or timely receipt of inventory could adversely impact our sales or increase our transaction costs which could have a material adverse effect on our business we could be adversely affected if we experience difficulties in or are unable to recruit hire or retain members of our leadership team and other distribution field and store Team Members any failure to anticipate and respond to changes in consumer preferences or to introduce and promote innovative technology for guest interaction could adversely affect our financial results we rely on our information technology systems and a number of third party software providers to manage numerous aspects of our business and a disruption of these systems could adversely affect our business increased credit card expenses could lead to higher operating expenses and other costs for the Company our operations present hazards and risks which may not be fully covered by insurance if insured the dangers inherent in the storage and transport of fuel could cause disruptions and could expose to us potentially significant losses costs or liabilities consumer or other litigation could adversely affect our financial condition and results of operations pandemics or disease outbreaks responsive actions taken by governments and others to mitigate their spread and guest behavior in response to these events have and may in the future adversely affect our business operations supply chain and financial results and covenants in our Senior Notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests and the failure to comply with these requirements could have a material impact to us
Compliance with and changes in tax laws could adversely affect our performance we are subject to extensive governmental regulations governmental action and campaigns to discourage tobacco and nicotine use and other tobacco products may have a material adverse effect on our revenues and gross profit and wholesale cost and tax increases relating to tobacco and nicotine products could affect our operating results
General economic and political conditions that are largely out of the Company s control may adversely affect the Company s financial condition and results of operations developments related to fuel efficiency fuel conservation practices climate change and changing consumer preferences may decrease the demand for motor fuel unfavorable weather conditions can adversely affect our business the volatility of wholesale petroleum costs could adversely affect our operating results and the convenience store industry is highly competitive
The market price for our common stock has been and may in the future be volatile which could cause the value of your investment to decline any issuance of shares of our common stock in the future could have a dilutive effect on your investment and Iowa law and provisions in our charter documents may have the effect of preventing or hindering a change in control and adversely affecting the market price of our common stock
Although we have attempted to list the important factors that presently affect the Company s business and operating results we further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations We ask you not to place undue reliance on any forward looking statements because they speak only of our views as of the statement dates We undertake no obligation to publicly update or revise any forward looking statements whether as a result of new information future events or otherwise
The Company s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and floating rate long term debt obligations We place our investments with high quality credit issuers and by policy limit the amount of credit exposure to any one issuer Our first priority is to reduce the risk of principal loss Consequently we seek to preserve our invested funds by attempting to limit default risk market risk and reinvestment risk We attempt to mitigate default risk by investing in only high quality credit securities that we believe to be low risk and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity Based upon the outstanding balance of the Company s term loan facilities as of April 30 2024 an immediate 100 basis point move in interest rates would have an approximate annualized impact of 2 3 million on interest expense
We do from time to time participate in a forward buy of certain commodities These are not accounted for as derivatives under the normal purchase and sale exclusions under the applicable accounting guidance
We have audited the accompanying consolidated balance sheets of Casey s General Stores Inc and subsidiaries the Company as of April 30 2024 and 2023 the related consolidated statements of income shareholders equity and cash flows for each of the years in the three year period ended April 30 2024 and the related notes collectively the consolidated financial statements In our opinion the consolidated financial statements present fairly in all material respects the financial position of the Company as of April 30 2024 and 2023 and the results of its operations and its cash flows for each of the years in the three year period ended April 30 2024 in conformity with U S generally accepted accounting principles
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the Company s internal control over financial reporting as of April 30 2024 based on criteria established in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 24 2024 expressed an unqualified opinion on the effectiveness of the Company s internal control over financial reporting
These consolidated financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on these consolidated financial statements based on our audits We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement whether due to error or fraud Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the consolidated financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements We believe that our audits provide a reasonable basis for our opinion
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that 1 relates to accounts or disclosures that are material to the consolidated financial statements and 2 involved our especially challenging subjective or complex judgments The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole and we are not by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates
As discussed in Note 1 to the consolidated financial statements the Company held 306 783 thousand of merchandise inventory as of April 30 2024 the majority of which was held at 2 658 store locations The Company s processes to track and determine store merchandise inventory quantities involves the interaction of information technology IT systems We identified the evaluation of the sufficiency of audit evidence obtained related to the quantities of merchandise inventory at store locations as a critical audit matter Evaluating the sufficiency of audit evidence over quantities of merchandise inventory at store locations required challenging auditor judgment to determine the nature and extent of procedures to be performed over the quantity of merchandise inventory including determining the number of store locations visited and also the need to involve IT professionals with specialized skills and knowledge due to the interaction of IT systems that track and record merchandise inventory quantities by store location
The following are the primary procedures we performed to address this critical audit matter We applied auditor judgment to determine the nature and extent of procedures to be performed over quantities of merchandise inventory at store locations by evaluating
We evaluated the design and tested the operating effectiveness of certain internal controls related to the quantity of merchandise inventory held at store locations including certain controls related to the Company s merchandise inventory count process We involved IT professionals with specialized skills and knowledge who assisted in testing certain IT application controls as well as certain controls related to access to programs and data program changes interfaces and computer operations that support the various IT systems involved in tracking and recording merchandise inventory quantities by store location We tested the existence and completeness of merchandise inventory by counting inventory quantities on a sample basis through store location visits during the year to evaluate the Company s inventory records In addition we evaluated the overall sufficiency of audit evidence obtained over the quantities of merchandise inventory at store locations
We have audited Casey s General Stores Inc and subsidiaries the Company internal control over financial reporting as of April 30 2024 based on criteria established in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission In our opinion the Company maintained in all material respects effective internal control over financial reporting as of April 30 2024 based on criteria established in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the consolidated balance sheets of the Company as of April 30 2024 and 2023 the related consolidated statements of income shareholders equity and cash flows for each of the years in the three year period ended April 30 2024 and the related notes collectively the consolidated financial statements and our report dated June 24 2024 expressed an unqualified opinion on those consolidated financial statements
The Company s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management s Report on Internal Control over Financial Reporting Our responsibility is to express an opinion on the Company s internal control over financial reporting based on our audit We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk Our audit also included performing such other procedures as we considered necessary in the circumstances We believe that our audit provides a reasonable basis for our opinion
A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A company s internal control over financial reporting includes those policies and procedures that 1 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and 3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company s assets that could have a material effect on the financial statements
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Casey s General Stores Inc and its subsidiaries collectively referred to as the Company operate 2 658 convenience stores in 17 states primarily in the Midwest Many of the stores are located in smaller communities often with populations of less than 20 000
The consolidated financial statements include the financial statements of Casey s General Stores Inc and its wholly owned subsidiaries All material intercompany balances and transactions have been eliminated in consolidation Certain amounts in prior year have been reclassified to conform to current year presentation
The preparation of financial statements in conformity with U S generally accepted accounting principles U S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period Actual results could differ from those estimates
We consider all highly liquid investments with a maturity at purchase of three months or less to be cash equivalents Included in cash equivalents are money market funds treasury bills and credit card debit card and electronic benefits transfer transactions that process within three days
Receivables are primarily comprised of balances outstanding from credit card companies which are not processed within three days and balances outstanding from vendor rebates The Company records credit card receivables at the time of the related sale to the guest Vendor rebates are recorded based upon the applicable agreements Uncollectible accounts were immaterial during the periods presented Below is a summary of the receivable values at April 30 2024 and 2023
Inventories which consist of merchandise and fuel are stated at the lower of cost or market For fuel inventories cost is determined through the use of the first in first out FIFO method For merchandise inventories cost is determined through the use of the last in first out LIFO method
The excess of replacement cost over the stated LIFO value was 151 461 and 138 962 at April 30 2024 and 2023 respectively There were no material LIFO liquidations during the periods presented Below is a summary of the inventory values at April 30 2024 and 2023
The Company often receives vendor allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made Vendor allowances include rebates and other funds received from vendors to promote their products These amounts are recognized in the period earned based on the applicable rebate agreement Reimbursements of an operating expense e g advertising are recorded as reductions of the related expense
Renewable identification numbers RINs are assigned to gallons of renewable fuels produced and are used to track compliance with the renewable fuel standard At times we purchase fuel components ethanol gasoline biodiesel or diesel and blend those components into a finished product in a fuel truck This process enables the Company to take title to the RIN assigned to each gallon of ethanol or biodiesel produced RINs are recorded as a reduction in cost of goods sold at the contracted sales price in the period when the Company transfers the RIN The Company does not record inventories on the balance sheet related to RINs as they are acquired at no cost to the Company
The Company includes in cost of goods sold the costs incurred to acquire fuel and merchandise including excise taxes less vendor allowances and rebates and RINs Warehousing costs are recorded within operating expenses on the consolidated statements of income
The Company capitalizes expenditures related to the implementation of software as a service as incurred These costs are expensed on a straight line basis within operating expenses typically over the contractual life of the related software The useful lives utilized for capitalized software implementation costs range from 2 13 years As of April 30 2024 and 2023 the Company had recognized 37 619 and 42 495 of capitalized software implementation costs respectively The outstanding balance is recognized in other assets net of amortization on the consolidated balance sheets The Company has recognized amortization of 14 108 in fiscal 2024 12 302 in fiscal 2023 and 9 449 in fiscal 2022 within operating expenses on the consolidated statements of income
As of April 30 2024 and 2023 there was 652 663 and 615 342 of goodwill recognized respectively Goodwill is tested for impairment at least annually The Company used a qualitative approach to assess the recoverability of goodwill at year end Management s analysis of recoverability completed as of the fiscal year end indicated no evidence of impairment for the years ended April 30 2024 2023 and 2022
As the result of a prior acquisition the Company recognized approximately 31 100 of contractual customer relationships These assets were valued using the multi period excess earnings method The contractual customer relationships are amortized on a straight line basis over a useful life of 15 years and are included within other assets net of amortization in the consolidated balance sheets as of April 30 2024 As of April 30 2024 and 2023 the Company has recognized 24 880 and 26 953 of contractual customer relationships which was net of accumulated amortization of 6 220 and 4 147 respectively The Company expects to recognize 2 073 of annual amortization expense related to contractual customer relationships over the next 5 years
The Company monitors stores and will accelerate depreciation if the expected life of the asset is reduced due to the expected remaining operation of the store or the Company s plans Construction in process is reported at cost and not subject to depreciation until the related asset is placed in service
The Company writes down property and equipment of stores it is closing to estimated net realizable value at the time management commits to a plan to close such stores and begins actively marketing the stores The Company bases the estimated net realizable value of property and equipment on its experience in utilizing and or disposing of similar assets as well as estimates provided by its own and or third party real estate experts
The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets an impairment loss is recognized to the extent carrying value of the assets exceeds their estimated fair value Fair value is typically based on management s estimate of the price that would be received to sell an asset in an orderly transaction between market participants The estimate is derived from offers actual sale or disposition of assets subsequent to year end and other indications of fair value which are considered Level 3 inputs see Note 3 In determining whether an asset is impaired assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets which for the Company is generally on a store by store basis The Company incurred impairment charges of 4 057 in fiscal 2024 3 500 in fiscal 2023 and 1 056 in fiscal 2022 Impairment charges are recognized as a component of operating expenses
The Company uses the asset and liability method of accounting for income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income in the period that includes the enactment date The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years Adjustments based on filed returns are recorded when identified
The Company recognizes retail sales of prepared food and dispensed beverage grocery and general merchandise fuel and other revenue at the time of the sale to the guest Sales taxes collected from guests and remitted to the government are recorded on a net basis in the consolidated statements of income
A portion of revenue from sales that include points under our Casey s Rewards program is deferred The deferred portion of the sale represents the value of the estimated future redemption of the points The amounts related to points are deferred until their redemption or expiration Revenue related to the points issued is expected to be recognized less than one year from the original sale to the guest As of April 30 2024 and 2023 the Company recognized a contract liability of 52 934 and 55 561 respectively related to the outstanding Casey s Rewards program which is included in other accrued expenses on the consolidated balance sheets During fiscal 2024 the digital box top program was discontinued and outstanding digital box tops were converted to points
Gift card related revenue is recognized as the gift cards are used by the guest Gift card breakage revenue is recognized based on the estimated gift card breakage rate over the pro rata usage of the card As of April 30 2024 and 2023 the Company recognized a liability of 17 985 and 17 463 respectively related to outstanding gift cards which is included in other accrued expenses on the consolidated balance sheets
Basic earnings per share have been computed by dividing net income by the weighted average shares outstanding during each of the years Unvested shares under equity awards are treated as common shares within the basic earnings per share calculation when a recipient has met certain requirements in the award agreement For example if retirement provisions are satisfied which allow a recipient to avoid forfeiture of the award upon a normal retirement from the Company it is included in the basic earnings per share calculation
The calculation of diluted earnings per share treats unvested restricted stock units with time based restrictions as potential common shares The diluted earnings per share calculation does not take into effect any shares that have not met performance or market conditions as of the reporting period
The Company records a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of a long lived asset at the time an underground storage tank is installed The Company depreciates the amount added to property and equipment on a straight line basis and recognizes accretion expense in connection with the discounted liability over the remaining life of the tank The estimates of the anticipated future costs for removal of an underground storage tank are based on our prior experience with removal Because these estimates are subjective and are currently based on historical costs with adjustments for estimated future changes in the associated costs we expect the dollar amount of these obligations to change as more information is obtained
The Company is primarily self insured for Team Member healthcare workers compensation general liability and automobile claims The self insurance claim liability for workers compensation general liability and automobile claims is determined using actuarial methods at each year end based on claims filed and an estimate of claims incurred but not yet reported Actuarial projections of the losses are employed due to the potential of variability in the liability estimates Some factors affecting the uncertainty of the claim liability include the loss development factors which includes the development time frame and settlement patterns and expected loss rates which includes litigation and adjudication direction and medical treatment and cost trends The liability is not discounted The balance of our self insurance reserves was 57 369 and 61 168 as of April 30 2024 and 2023 respectively See additional discussion in Note 10
The Company accrues for environmental remediation liabilities when it is probable a liability has been incurred and the amount of loss can be reasonably estimated At April 30 2024 and 2023 we had an accrued liability of 299 and 268 respectively which is recorded in other accrued expenses on the consolidated balance sheets
There were no options or futures contracts as of or during the years ended April 30 2024 2023 or 2022 From time to time we participate in a forward buy of certain commodities These are not accounted for as derivatives under the normal purchases and sale exclusions within the applicable accounting guidance
Share based compensation is recorded based upon the fair value of the award on the grant date The cost of the award is recognized ratably in the consolidated statements of income over the vesting period of the award adjusted for certain retirement provisions Forfeitures are recognized as they occur Additionally certain awards include performance and market conditions Performance based awards are based on either the achievement of a three year average return on invested capital ROIC or three year cumulative earnings before interest income taxes depreciation and amortization EBITDA For these awards share based compensation expense is estimated based on the probable outcome of shares to be awarded adjusted as necessary at each reporting period Additionally if the Company s relative total shareholder return over the performance period is in the bottom or top quartile of the companies comprising the S P 500 the performance based shares included will be adjusted downward by 25 or upward by 25 respectively the TSR Modifier The fair value of these awards is determined using a Monte Carlo simulation as of the date of the grant For the market based portion of these awards the share based compensation expense will not be adjusted should the target awards vary from actual awards
As of April 30 2024 we operated 2 658 stores in 17 states Our convenience stores offer a broad selection of merchandise fuel and other products and services designed to appeal to the convenience needs of our guests We manage the business on the basis of one operating segment and therefore have only one reportable segment Our stores sell similar products and services use similar processes to sell those products and services and sell their products and services to similar classes of guests We make specific disclosures concerning the three broad categories of prepared food and dispensed beverage grocery and general merchandise and fuel because it allows us to more effectively discuss trends and operational initiatives within our business and industry Although we can separate revenue and cost of goods sold within these categories and further sub categories the operating expenses associated with operating a store that sells these products are not separable by these three categories
In September 2022 the FASB issued ASU 2022 04 Liabilities Supplier Finance Programs Subtopic 405 50 The standard included guidance related to supplier finance programs and requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program The new standard was effective for the Company beginning May 1 2023 The adoption of this standard did not have a material impact on our consolidated financial statements
In November 2023 the FASB issued ASU 2023 07 Segment Reporting Topic 280 Improvements to Reportable Segment Disclosures The standard is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant expenses The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss The new standard is effective for the Company s annual periods beginning May 1 2024 and interim periods beginning May 1 2025 with early adoption permitted The Company is currently evaluating ASU 2023 07 to determine its impact on our disclosures
In December 2023 the FASB issued ASU 2023 09 Income Taxes Topic 740 Improvements to Income Tax Disclosures The standard includes amendments that further enhance income tax disclosures primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction The new standard is effective for the Company s annual periods beginning May 1 2025 with early adoption permitted The Company is currently evaluating ASU 2023 09 to determine its impact on our disclosures
During the year ended April 30 2024 the Company acquired 112 stores through a variety of transactions pursuant to the terms and conditions of the individual asset purchase agreements The majority of these acquisitions meet the criteria to be considered business combinations The purchase price for each transaction was paid in cash upon closing using available cash on hand
The acquisitions were recorded in the financial statements by allocating the purchase price to the assets acquired including intangible assets and liabilities assumed based on their estimated fair values at the acquisition date as determined by third party appraisals or internal estimates Fair values were determined using Level 3 inputs which are unobservable inputs that are not corroborated by market data The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill if the acquisition is considered to be a business combination Goodwill of 37 321 was recognized as the result of the current period acquisitions and is primarily attributable to the location of the stores in relation to our footprint and expected synergies Almost all of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years
Acquisition related transaction costs are recognized as period costs as incurred The Company incurred total acquisition related transaction costs of 8 920 for fiscal 2024 which are recorded within operating expenses on the consolidated statements of income
The table below summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date We utilized a third party valuation specialist to assist in valuing the majority of other assets leases and property and equipment acquired
Payments for acquisition of businesses net of cash acquired on the consolidated statements of cash flows includes payments made for acquisitions that are closing shortly after the year end Such payments are not included in the total consideration paid in the table above as those acquisitions have not yet closed as of the end of the year
The Company recognized approximately 237 529 of revenue related to the acquired locations in the consolidated statements of income for the year ended April 30 2024 The amount of net income related to the acquired locations was not material for the year ended April 30 2024
The following unaudited pro forma information presents a summary of our consolidated statements of income as if the transactions referenced above occurred at the beginning of fiscal 2023 amounts in thousands except per share data
During the year ended April 30 2023 the Company acquired 47 stores of which 26 stores were acquired from Minit Mart LLC pursuant to the terms and conditions of an asset purchase agreement The majority of these acquisitions meet the criteria to be considered business combinations Goodwill of 2 408 was recognized as the result of the current year acquisitions and is primarily attributable to the location of the stores in relation to our footprint and expected synergies All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years
U S GAAP requires that each financial asset and liability carried at fair value be classified into one of the following of the fair value hierarchy levels which is based upon the quality of the inputs used in the valuation Level 1 inputs are quoted market prices in active markets for identical assets and liabilities Level 2 inputs are observable market based inputs or unobservable inputs that are corroborated by market data excluding those included within Level 1 Level 3 inputs are unobservable inputs that are not corroborated by market data The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period A summary of the fair value of the Company s financial instruments follows
The fair value of the Company s long term debt including current maturities is estimated based on the current rates offered to the Company for debt of the same or similar issuances which are considered Level 2 inputs The fair value of the Company s long term debt was approximately 1 375 000 and 1 437 000 at April 30 2024 and 2023 respectively The fair value calculated excludes finance lease obligations of 101 818 and 95 072 outstanding at April 30 2024 and 2023 respectively which are grouped with long term debt on the consolidated balance sheets
In the prior fiscal year the Company entered into a credit agreement for a a 250 million unsecured term loan the Term Loan Facility and b an 850 million unsecured revolving credit facility the Revolving Facility and together with the Term Loan Facility the Credit Facilities The Term Loan Facility was used to refinance the Company s previous term loan under a prior credit agreement and to pay fees and expenses in connection therewith The Revolving Facility is available for working capital and other general corporate purposes of the Company and its subsidiaries
Amounts borrowed under the Credit Facilities bear interest at variable rates based upon at the Company s option either a either Term SOFR or Daily Simple SOFR in each case plus 0 10 with a floor of 0 00 for the interest period in effect plus an applicable margin ranging from 1 10 to 1 70 or b an alternate base rate which generally equals the highest of i the prime commercial lending rate announced by the Administrative Agent as its prime rate ii the federal funds rate plus 1 2 of 1 00 and iii Adjusted Daily Simple SOFR plus 1 00 each plus an applicable margin ranging from 0 10 to 0 70 and each with a floor of 1 00 The Revolving Facility carries a facility fee of 0 15 to 0 30 per annum The applicable margins and facility fee in each case are dependent upon the Company s quarterly Consolidated Leverage Ratio as defined in the credit agreement
The outstanding principal balance on the Term Loan Facility is required to be repaid in equal quarterly installments in an amount equal to 1 25 of the original principal amount on the last day of each March June September and December with the balance of the Credit Facilities due on April 21 2028 The credit agreement contains an expansion option permitting the Company to request an increase of either of the Credit Facilities from time to time not to exceed the greater of a 900 million and b 100 of Consolidated EBITDA as defined in the credit agreement of the Company for the four most recently completed fiscal quarters from the lenders or other financial institutions acceptable to the Company and the administrative agent upon the satisfaction of certain conditions including the consent of the lenders whose commitments would increase
The Company has an additional unsecured bank line of credit the Bank Line with availability of up to 50 000 As of April 30 2024 the availability under the Bank Line is encumbered by letters of credits totaling 308 The Bank Line bears
interest at a variable rate subject to change from time to time based on changes in an independent index referred to in the Bank Line as the Federal Funds Offered Rate There was 0 outstanding under the Bank Line at April 30 2024 and 2023 The Bank Line is due upon demand
Interest net on the consolidated statements of income is net of interest income of 11 736 7 823 and 48 for the years ended April 30 2024 2023 and 2022 respectively Interest net is also net of interest capitalized of 3 363 3 631 and 2 031 during the years ended April 30 2024 2023 and 2022 respectively
Listed below are the aggregate maturities of long term debt excluding finance lease obligations refer to Note 7 for future minimum payments under finance leases for the 5 years commencing May 1 2024 and thereafter
The 2018 Stock Incentive Plan the 2018 Plan was approved by the Company s shareholders on September 5 2018 Awards under the 2018 Plan may take the form of stock options stock appreciation rights restricted stock restricted stock units and other equity based and equity related awards Each share issued pursuant to a stock option and each share with respect to which a stock settled stock appreciation right is exercised regardless of the number of shares actually delivered is counted as one share against the maximum limit under the 2018 Plan and each share issued pursuant to an award
of restricted stock or restricted stock units is counted as two shares against the maximum limit Restricted stock is transferred immediately upon grant and may be subject to a holding period whereas restricted stock units have a vesting period that must expire and in some cases performance or market conditions that must be satisfied before the stock is transferred At April 30 2024 there were 1 135 976 shares available for grant under the 2018 Plan
We account for share based compensation by estimating the grant date fair value of time based and performance based restricted stock unit awards using the closing price of our common stock on the applicable grant date or the date on which performance goals for performance based units are established if after the grant date The time based awards most commonly vest ratably over a three year period commencing on the first anniversary of the grant date The performance based awards represent a target amount the final amount earned is based on the satisfaction of certain performance measures over a three year performance period and will range from 0 to 200 of target The performance based awards are also subject to the TSR Modifier see Note 1 for additional information The fair value of these awards is determined using a Monte Carlo simulation as of the date of the grant For market based awards the share based compensation expense will not be adjusted should the target awards vary from actual awards
We recognize these amounts as an operating expense in our consolidated statements of income ratably over the requisite service period using the straight line method as adjusted for certain retirement provisions and updated estimates of shares to be issued under performance based awards All awards have been granted at no cost to the grantee
Total share based compensation costs recorded for employees and non employee board members for the restricted stock unit awards for the years ended April 30 2024 2023 and 2022 were 41 379 47 024 and 37 976 respectively As of April 30 2024 there was 38 910 of total unrecognized compensation costs related to the 2018 Plan for costs related to restricted stock units which are expected to be recognized ratably through fiscal 2027 with a weighted average remaining term of 1 0 year The fair value of restricted stock unit awards vested for the years ended April 30 2024 2023 and 2022 were 49 631 46 943 and 51 046 respectively as of the applicable vest date
On and effective as of March 3 2022 the Board authorized a share repurchase program whereby the Company was authorized to repurchase its outstanding common stock from time to time for an aggregate amount of up to 400 million exclusive of fees commissions or other costs the Repurchase Program The Repurchase Program has no set expiration date The timing and number of repurchase transactions depends on a variety of factors including but not limited to market conditions corporate considerations business opportunities debt agreements and regulatory requirements The Repurchase Program can be suspended or discontinued at any time During fiscal 2024 the Company repurchased and retired 392 290 shares of our common stock under our share repurchase program for a total of 104 9 million excluding fees commissions and other costs As of April 30 2024 295 1 million remained available for future purchases under this share repurchase program
At April 30 2024 the Company had net operating loss carryforwards for state income tax purposes of 126 681 which are available to offset future state taxable income The state net operating loss carryforwards begin to expire in 2031 In addition the Company had state tax credit carryforwards of 2 319 which begin to expire in 2027
The valuation allowance for state net operating loss and state tax credit deferred tax assets as of April 30 2024 and 2023 was 550 and 250 respectively In assessing the realizability of deferred tax assets management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible Management considers the scheduled reversal of deferred tax liabilities projected taxable income and tax planning strategies in making this assessment
Total reported tax expense applicable to the Company s continuing operations varies from the tax that would have resulted from applying the statutory U S federal income tax rates to income before income taxes
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained Recognized income tax positions are measured at the largest amount that is greater than 50 likely of being realized Changes in recognition or measurement are reflected in the period in which the change in judgment occurs The Company had a total of 10 747 and 10 957 in gross unrecognized tax benefits at April 30 2024 and 2023 respectively which is recorded in other long term liabilities in the consolidated balance sheets Of this amount 8 490 represents the amount of unrecognized tax
benefits that if recognized would impact our effective tax rate Unrecognized tax benefits decreased 210 during the twelve months ended April 30 2024 due primarily to the expiration of certain statute of limitation exceeding the increase associated with income tax filing positions for the current year A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows
The total net amount of accrued interest and penalties for such unrecognized tax benefits was 350 and 386 at April 30 2024 and 2023 respectively and is included in other long term liabilities Net interest and penalties included in income tax expense for the twelve month periods ended April 30 2024 and 2023 was an decrease in tax expense of 36 and an increase in tax expense of 15 respectively
A number of years may elapse before an uncertain tax position is audited and ultimately settled It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months These changes could result from the expiration of the statute of limitations examinations or other unforeseen circumstances The Company has no ongoing federal or state income tax examinations
At this time the Company s best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of 2 000 during the next twelve months mainly due to the expiration of certain statute of limitations The federal statute of limitations remains open for the tax years 2020 and forward Tax years 2019 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state
The Company is a lessee in situations where we lease property and equipment most commonly land building or store equipment from a lessor The Company is a lessor in situations where the Company owns land or building and leases a portion or all of the property or equipment to a tenant In both situations leases are reported in accordance with
As a lessee the Company recognizes a right of use asset representing its right to use the underlying asset for the lease term and a lease liability for the obligation to make lease payments Both the right of use asset and lease liability are initially measured at the present value of the lease payments with subsequent measurement dependent on the classification of the lease as either a finance or an operating lease For leases with a term of twelve months or less we have elected to not recognize lease assets and lease liabilities and will recognize lease expense on a straight line basis over the lease term The Company records operating lease liabilities in other accrued expenses and other long term liabilities and records finance lease liabilities within current maturities of long term debt and finance lease obligations and long term debt and finance lease obligations on the consolidated balance sheets All lessor related activity is considered immaterial to the consolidated financial statements
New leases are recognized at the present value of the lease payments using the implicit rate in the lease agreement when it is readily determinable In the case the implicit rate is not readily determinable the Company uses our incremental borrowing rate of debt based on the term of the lease The Company commonly has options to renew or extend the current lease arrangement on many of our leases In these situations if it is reasonably certain the lease would be extended we have included those extensions within the remaining lease payments at the time of measurement
As part of the allocation of the purchase price in a business combination lease terms are compared to market terms utilizing an income approach to determine if leases are favorable or unfavorable Any favorable or unfavorable leasehold interests identified increase favorable or reduce unfavorable the right of use lease asset and are recognized over the life of the related right of use asset
Effective during the third quarter of fiscal year 2020 Casey s Marketing Company and the City of Joplin Missouri Joplin entered into an agreement in which Joplin agreed to issue up to 51 400 of taxable industrial development revenue bonds for the purpose of acquiring constructing improving purchasing equipping and installing a warehouse and distribution facility which has been completed and is currently being used by the Company As the title of the development was transferred to Joplin and the Company is subsequently leasing the related asset from Joplin we have accounted for the transaction under the sale and leaseback guidance included in
We have a purchase option included in the lease agreement for below the fair value of the asset which prevents the transfer of the assets to Joplin from being recognized as a sale Accordingly we have not recognized any gain or loss related to the transfer Furthermore we have not derecognized the transferred assets and continue to recognize them in property and equipment on the consolidated balance sheets The Company has the right and intends to set off any obligations to make payments under the lease with proceeds due from the industrial revenue bonds As of April 30 2024 we have recognized the full amount of bonds available as property and equipment on the consolidated balance sheets related to this agreement
Team Members who meet minimum age and service requirements The Company contributions consist of matching amounts in Company stock and are allocated based on Team Member contributions Contributions to the 401 k Plan w
On April 30 2024 and 2023 715 328 and 751 339 shares of common stock respectively were held by the trustee of the 401 k Plan in trust for distribution to eligible participants upon death disability retirement or termination of employment Shares held by the 401 k Plan are treated as outstanding in the computation of net income per common share
The Company has entered into employment agreements with its Chief Executive Officer Chief Financial Officer and Chief Operating Officer each of which require minimum annual compensation The Company also has entered into change of control agreements with its Chief Executive Officer and 32 other officers providing for certain payments in the event of termination in connection with a change of control of the Company as defined therein
The United States Environmental Protection Agency and several states have adopted laws and regulations relating to underground storage tanks used for petroleum products The majority of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs
Management currently believes that substantially all capital expenditures for electronic monitoring cathodic protection and overfill spill protection to comply with existing regulations have been completed The Company has an accrued liability at April 30 2024 and 2023 of approximately 299 and 268 respectively for estimated expenses related to anticipated corrective actions or remediation efforts including relevant legal and consulting costs Management believes the Company has no material joint and several environmental liability with other parties Additional regulations or amendments to the existing regulations could result in future revisions to such estimated expenditures
From time to time we may be involved in legal or administrative proceedings or investigations arising from the conduct of our business operations including but not limited to contractual disputes employment personnel or accessibility matters personal injury and property damage claims and claims by federal state and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities Claims for damages in those actions may be substantial While the outcome of such litigation proceedings investigations or claims is never certain it is our opinion after taking into consideration legal counsel s assessment and the availability of insurance proceeds and other collateral sources to cover potential losses that the ultimate disposition of such matters currently pending or threatened individually or cumulatively will not have a material impact on our consolidated financial position and results of operations
The Company is named as a defendant in a lawsuit filed in the United States District Court for the Northern District of Indiana titled McColley v Casey s General Stores Inc in which the plaintiff alleges that the Company misclassified its Store Managers as exempt employees under the Fair Labor Standards Act FLSA The complaint seeks unpaid wages liquidated damages and attorneys fees for the plaintiff and all similarly situated Store Managers who worked at the Company from February 16 2015 to the present On March 31 2021 the Court granted conditional certification and to date approximately 1 400 current and or former Store Managers remain opted in to participate in the McColley lawsuit The Company is also named in a related lawsuit filed in the Southern District of Illinois titled Kessler v Casey s Marketing Company et al with substantially the same allegations and seeking the same relief but instead for the plaintiff and all similarly situated Store Managers located in the state of Illinois from December 19 2019 to the present On October 13 2023 the Court approved conditional certification and to date approximately 550 current and or former Store Managers remain opted in to participate in the Kessler lawsuit Discovery in both cases is currently underway The Company believes that adequate provisions have been made for probable losses related to these matters and that those and the reasonably possible losses in excess of amounts accrued where such range of loss can be estimated are not material to the Company s financial position results of operations or cash flows The Company believes that its Store Managers are properly classified as exempt employees under the FLSA and it intends to continue to vigorously defend these matters
In 2023 the Company received a 15 297 one time payment from the resolution of a legal matter These proceeds were recognized as a reduction to operating expenses in the consolidated statements of income
At April 30 2024 the Company was primarily self insured for workers compensation claims in all but two states of its operating territory In North Dakota and Ohio the Company is required to participate in an exclusive state managed fund for
all workers compensation claims The Company was also partially self insured for general liability and auto liability under an agreement that provides for annual stop loss limits equal to or exceeding 2 000 for auto liability and 1 000 for general liability and workers compensation Additionally the Company is self insured for its portion of Team Member medical expenses At April 30 2024 and 2023 the Company had 57 369 and 61 168 respectively accrued for estimated claims relating to self insurance the majority of which has been actuarially determined
As of the end of the period covered by this report an evaluation was performed under the supervision and with the participation of the Company s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company s disclosure controls and procedures as defined in Exchange Act Rule 240 13a 15 e Based on that evaluation the Chief Executive Officer and Chief Financial Officer have concluded that the Company s current disclosure controls and procedures were effective as of April 30 2024
For purposes of Rule 13a 15 e the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act l5 U S C 78a et seq is recorded processed summarized and reported within the time periods specified in the Commission s rules and forms Disclosure controls and procedures include without limitation controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer s management including its principal executive and principal financial officer or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting The Company s internal control system was designed to provide reasonable assurance to the Company s management and Board of Directors regarding the preparation and fair presentation of published financial statements All internal control systems no matter how well designed have inherent limitations Therefore even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation
The Company s management assessed the effectiveness of the Company s internal control over financial reporting as of April 30 2024 In making this assessment management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission COSO in
KPMG LLP as the Company s independent registered public accounting firm has issued a report on its assessment of the effectiveness of the Company s internal control over financial reporting This report appears on page 32
There were no changes in the Company s internal control over financial reporting that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect the Company s internal control over financial reporting
Those portions of the Company s definitive Proxy Statement appearing under the captions Election of Directors Governance of the Company Information about our Executive Officers Executive Compensation and The Board of Directors and Its Committees as filed with the Commission pursuant to Regulation 14A within 120 days after April 30 2024 and used in connection with the Company s 2024 Annual Meeting of Shareholders are hereby incorporated by reference
The Company has adopted a Financial Code of Ethics applicable to its Chief Executive Officer and other senior financial officers In addition the Company has adopted a general code of business conduct known as the Code of Conduct and Ethics for its directors officers and all Team Members The Financial Code of Ethics the Code of Conduct and Ethics and other Company governance materials are available under the Investor Relations Governance link of the Company website located at www caseys com In the event of any amendments to or waivers of the Financial Code of Ethics or the Code of Conduct and Ethics any required disclosure will be posted to our website To date there have been no waivers of the Financial Code of Ethics or the Code of Conduct and Ethics Shareholders may obtain copies of any of these corporate governance documents free of charge by downloading from the Web site or by writing to the Corporate Secretary at the address on the cover of this Form 10 K
That portion of the Company s definitive Proxy Statement appearing under the caption Compensation Discussion and Analysis The Board of Directors and Its Committees Compensation Committee Report Compensation Committee Interlocks and Insider Participation in Compensation Decisions Executive Compensation CEO Pay Ratio Potential Payments Upon Termination or Change of Control Director Compensation and Certain Relationships and Related Party Transactions as filed with the Commission pursuant to Regulation 14A within 120 days after April 30 2024 and used in connection with the Company s 2024 Annual Meeting of Shareholders is hereby incorporated by reference
Those portions of the Company s definitive Proxy Statement appearing under the captions Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers Principal Shareholders and Equity Compensation Plan Information as filed with the Commission pursuant to Regulation 14A within 120 days after April 30 2024 and used in connection with the Company s 2024 Annual Meeting of Shareholders are hereby incorporated by reference
That portion of the Company s definitive Proxy Statement appearing under the captions Certain Relationships and Related Transactions Governance of the Company and The Board of Directors and its Committees as filed with the Commission pursuant to Regulation 14A within 120 days after April 30 2024 and used in connection with the Company s 2024 Annual Meeting of Shareholders is hereby incorporated by reference
That portion of the Company s definitive Proxy Statement appearing under the caption Ratification of Appointment of Independent Registered Public Accounting Firm as filed with the Commission within 120 days after April 30 2024 and used in connection with the Company s 2024 Annual Meeting of Shareholders is hereby incorporated by reference
Second Restatement of the Restated and Amended Articles of Incorporation as amended September 5 2018 June 28 2019 and September 4 2019 incorporated by reference to Exhibit 3 1 to Form 10 Q as filed September 9 2019
Note Purchase Agreement dated June 17 2013 among the Company and the purchasers of the 3 67 Series A Notes and 3 75 Series B Notes incorporated by reference to Exhibit 4 10 to Form 8 K as filed June 18 2013
Note Purchase Agreement dated May 2 2016 among the Company and the purchasers of the 3 65 Series C Notes and 3 72 Series D Notes incorporated by reference to Exhibit 4 11 to Form 8 K as filed May 3 2016
Note Purchase Agreement dated June 13 2017 among the Company and the purchasers of the 3 51 Series E Notes and 3 77 Series F Notes incorporated by reference to Exhibit 4 12 to Form 8 K as filed June 15 2017
Note Purchase Agreement dated June 30 2020 among the Company and the purchasers of the 2 85 Series G Notes and 2 96 Series H Notes incorporated by reference to Exhibit 4 1 to Form 8 K as filed July 7 2020
Credit Agreement dated as of April 21 2023 by and among Casey s General Stores Inc Wells Fargo Bank National Association as administrative agent and the lenders and issuing banks from time to time party thereto incorporated by reference to Exhibit 10 1 to Form 8 K as filed April 26 2023
Employment Agreement dated May 31 2019 between the Company and Darren M Rebelez with the Change of Control Agreement attached as an exhibit thereto incorporated by reference to Exhibit 10 1 to Form 8 K as filed June 6 2019
Employment Agreement dated May 12 2020 between the Company and Stephen P Bramlage Jr with the Change of Control Agreement attached as an exhibit thereto incorporated by reference to Exhibit 10 1 to Form 8 K as filed May 13 2020
Employment Agreement dated May 8 2020 between the Company and Ena Williams Koschel with the Change of Control Agreement attached as an exhibit thereto incorporated by reference to Exhibit 10 1 to Form 8 K as filed May 13 2020
Form of Restricted Stock Units Agreement LTI Awards to Officers and Award Summary under 2018 Stock Incentive Plan FY21 FY24 Awards incorporated by reference to Exhibit 10 32 to Form 10 Q as filed September 8 2020
Form of Restricted Stock Units Agreement LTI Awards to Officers and Award Summary under 2018 Stock Incentive Plan FY24 Awards for Darren M Rebelez incorporated by reference to Exhibit 10 18 to Form 10 K as filed June 23 2023
Pursuant to the requirements of Section 13 or 15 d of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

Company Name	CASEYS GENERAL STORES INC Vist SEC web-site
Category	RETAIL-AUTO DEALERS & GASOLINE STATIONS
Trading Symbol	CASY