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2021
ANNUAL
REPORT
TABLE OF CONTENTS
To Our Shareholders..................................................................... 4
Positive Momentum .....................................................................5
Strategic Plan Progress ............................................................. 8
Here for Good ............................................................................. 13
Board of Directors ..................................................................... 17
Investor Information .................................................................18
FINANCIAL HIGHLIGHTS
Total Revenue (in thousands)
$9,175,296
$8,707,189
Cash Flow from Operations
$504,314
$804,088
2020
2021
Net Income
EBITDA*
EPS (Diluted)
Number of Stores
$263,846
$646,641
$7.10
2,207
$312,900
$719,244
$8.38
2,243
*EBITDA is a non-GAAP measure which we define as net income before net interest expense,
income taxes, depreciation and amortization. See page 23 for a reconciliation of EBITDA
to net income.
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2021 ANNUAL REPORT
3 1
4 7
1 8 5
5 2
1
2 7
1 6
1 1
5 3 5
4 5 3
1 2 6
1 4 5
1 7 3
3 2 8
5 1
6 2
3 1
4 7
1 4 5
1 7 3
1 8 5
5 2
1
5 3 5
4 5 3
1 2 6
3 2 8
5 1
6 2
2 7
1 6
1 1
STORE COUNT
BY STATE
DILUTED EPS
2019
$5.51
2020
$7.10
2021
$8.38
INCOME BEFORE
INCOME TAXES
2019
$263,402
2020
$342,048
2021
$407,370
STORE COUNT
2019
2,146
2020
2,207
2021
2,243
DARREN REBELEZ
President & Chief Executive Officer
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2021 ANNUAL REPORT
TO OUR SHAREHOLDERS
Here for guests. Here for communities. Here for Good.
This year, Casey’s delivered on its purpose more than ever.
The global pandemic has impacted our business throughout
the past 12 months. Our company proved to be essential and
resilient, and Casey’s led the way with our dedicated team
and commitment to our strategic plan.
The disruptions brought on by the pandemic made clear the
critical importance of remaining focused on delivering value and
achieving the strategic three-year vision we introduced at our
Investor Day in January 2020. I couldn’t be more grateful for
the dedication of over 37,000 team members who served in our
over 2,200 stores, worked in our distribution centers and created
new ways to win every day with our guests. Their commitment to
Casey’s, and tenacity in the face of adversity, is truly inspiring. We
would not be where we are today without them.
As a result, I am pleased to mark that Casey’s financial performance
was the strongest in our 53-year history. We finished the year
on track with our long-term financial objectives and recently
completed the largest acquisition in our company’s history. We
closed the fiscal year with EBITDA of $719 million and diluted
earnings per share of $8.38, both record results.
As we navigated the many challenges thrown at us this past
year, we stood fast in our commitment to preserve financial
flexibility, while still pursuing growth opportunities. Although
fuel volumes remained depressed, and the pandemic put
pressure on in-store traffic, our team persevered – innovating,
pivoting and outperforming – in key areas of the business.
From using real-time data to drive optimal fuel decisions …
to executing a store reset to deliver our merchandising strategy …
to leveraging and accelerating our digital platforms …
we’ve kept our focus on doing what’s right for team members
and guests. All along the way, we’ve driven efficiencies while
reinventing the guest experience and deepening our presence
in key markets. And, as a sign of confidence in our perseverance
and progress, the Board voted to increase the dividend for
the 22nd year in a row.
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1 | JULIE JACKOWSKI
Chief Legal Officer
& Secretary
2 | DARREN REBELEZ
President &
Chief Executive Officer
3 | JAY SOUPENE
SVP-Operational Excellence
4 | CARRIE STOJACK
VP-Guest Insights
POSITIVE MOMENTUM
As our communities are reopening, Casey’s is well-positioned
to serve them, thanks to the acceleration of our strategic
initiatives. For example, this past year saw the chainwide launch
of curbside pick-up services, an expanded delivery partnership
with DoorDash and, for the first time in our 53 years, the
introduction of a fresh brand look and logo. These and other
steps speak to our commitment to create a new and better
normal – one characterized by an even sharper focus on
delivering the best possible guest experience.
At the same time, we’re still working as hard as ever to safeguard
the health and safety of our team members. In FY21, we invested
$38 million in our direct response to COVID-19, from in-store
safety measures to team member compensation. In January, we
announced a wellness bonus for fully vaccinated team members.
As we grow and invest in our team members, we know it’s also
vitally important to support and encourage diverse perspectives
at all levels of our organization. We are proud that Casey’s
Board of Directors is comprised of 50% women, and we
continue to lead by example through recognitions from the
Women’s Forum of New York and 50/50 Women on Boards.
This past year, we encouraged team members to participate
in the United Way’s 21-Day Equity Challenge, which raises
community awareness and engagement on issues of fairness
and equality. We’ve seized upon opportunities to increase the
diversity and capability of Casey’s leadership with the growth
of our executive team.
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5 | STEVE BRAMLAGE
Chief Financial Officer
6 | MEGAN ELFERS
VP-Marketing
7 | ART SEBASTIAN
VP-Digital Experience
8 | PAUL SUAREZ
Chief Information
Security Officer
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STRATEGIC PLAN PROGRESS
If the dark clouds of the pandemic had a silver lining, it’s this: It has
enabled Casey’s to accelerate our strategic plan for reinventing
the guest experience, creating capacities through efficiencies and
being where our guests are, all supported by investment in our
talent. In 2021, we’re moving forward and making solid progress
against our core strategic pillars:
REINVENT THE GUEST EXPERIENCE
Contemporizing our food offerings, introducing new and
local assortments, and strengthening our efforts to deliver
a compelling guest experience.
We’ve made great strides against this priority on three fronts:
Customizing with Technology
• We celebrated the one-year anniversary of our Casey’s
Rewards Program by reaching more than 3.6 million members.
Our guests clearly love our program. And that’s because we’ve
made it theirs. That includes using personal purchasing history
to execute targeted promotional campaigns that deepen
engagement with, and loyalty to, our brand.
• As consumers flocked to online channels in record numbers,
we grew digital sales by 96% over the previous year, driven
by strong appetites for our delicious whole pizzas as well as
ongoing enhancements to our app, website and expanded
DoorDash partnerships.
• To date, approximately 700 stores have DoorDash delivery
service, and we recently launched an Uber Eats partnership
to over 750 locations. In addition, every store across our
footprint now offers curbside pickup options integrated
with the Casey’s App.
2021 ANNUAL REPORT
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9 | NATHANIEL DODDRIDGE
VP-Fuels
10 | ENA WILLIAMS
Chief Operating Officer
11 | MICHELLE WICKHAM
VP-Food Service
12 | JON HOSTASA
VP-Construction,
Maintenance & Facilities
Reinvent the Guest Experience
• We’ve introduced a fresh brand look and feel, with an updated
logo that’s true to our hometown roots, but with a nod to the
positive new products and services that Casey’s has to offer.
• As part of reimagining the guest experience, we updated
the in-store layout of over 2,200 locations. This new
configuration has enabled us to offer a wider variety of
merchandise, while driving a more relevant, engaging and
convenient guest experience.
More of the Food You Crave
• Our private-label program is off to a strong start – Casey’s
meat snacks, packaged bakery items, and nuts and seeds have
already become our guests’ No. 1 choice. In my mind, that’s an
amazing example of how we’re offering top-quality products
at affordable prices to attract guests. We’re also winning on
margin with these great Casey’s products.
• We’re adding fresh new menu items like our BBQ chicken
pizza and cheesy breadsticks, built upon our famous,
made-from-scratch dough and real whole-milk
mozzarella cheese.
CREATE CAPACITY THROUGH EFFICIENCIES
Drive efficiencies to improve the shape of the business and
fund future growth.
This year, we made progress by building out capabilities that
deliver efficiencies.
• We centralized our approach to procurement – transforming
it from an administrative function to one with strategic
sourcing capability that drives savings, continuous improvement
and value across the enterprise.
• We established a new asset-protection function to more
effectively oversee loss prevention, risk management
and compliance.
• We celebrated the opening of our new distribution center
in Joplin, Missouri – taking out 1.8 million miles driven from
our self-distribution model, while further optimizing our
supply chain by complementing our distribution centers in
Iowa and Indiana.
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13 | CHAD FRAZELL
Chief Human
Resources Officer
14 | NAN THOMAE
VP-Human Resources
15 | ADRIAN BUTLER
Chief Information Officer
16 | CHRIS BOLING
SVP-Store Operations
BE WHERE THE GUEST IS
Accelerate our new store builds and acquisitions, including
market and store format expansion.
Our M&A team has been hard at work this past year, as our
strong balance sheet enabled us to capitalize on two strategic
acquisition opportunities.
•
In the single most significant transaction in our company’s
history, we announced plans to acquire Buchanan Energy,
and recently closed on this deal. This deepens our footprint
in Nebraska and Illinois and will allow us to bring the Casey’s
experience to even more guests.
• We also announced the acquisition of Circle K stores
throughout Oklahoma and recently closed on this deal.
• Both of these transactions enable us to grow in strategic
markets, take further advantage of economies of scale for
fuel and merchandising procurement, and leverage our
existing distribution assets.
• Out of an abundance of caution, we paused store builds at
the beginning of the pandemic. But we’ve since returned
to business as usual, and we finished the year with 40 new
store builds.
INVEST IN OUR TALENT
Create a culture that drives performance and exceeds expectations.
This year we filled out a diverse and balanced leadership team.
The mix of tenured leaders and those with external experiences
that they bring to Casey’s has strengthened our efforts to
accelerate and deliver on our strategic plan.
2021 ANNUAL REPORT
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HERE FOR GOOD
Over the past 12 months, we’ve witnessed a degree of change and
disruption that’s unprecedented in our lifetimes. But one thing
hasn’t changed: Casey’s is Here for Good. And that starts with the
commitment of our team members, who show up for their friends
and neighbors. I couldn’t be prouder of the resiliency, courage
and creativity they’ve brought to work with them every day. And
I thank them once again for all their contributions to our progress
and our strong performance in such a challenging year.
As we all look forward to the further reopening of our communities
and economies, I’m optimistic about our prospects. Through
their loyalty, Casey’s guests have shown a strong preference
for our fresh food and quality merchandise, both online and
in-store. And that creates even brighter opportunities for us
to grow and be where they are.
For our guests and the communities we share, being Here
for Good means working to make life better. As the pandemic
inflicted pain on our communities, we put our people,
partnerships and resources to work, providing support in our
focus areas of education, hunger and community servants.
And, with the help of our guests, we made an impact:
• As food insecurity spiked during the pandemic, we partnered
with Feeding America to provide more than 15 million meals
to 48 local food banks and supported their COVID-19
Relief Fund;
• We contributed more than $1.4 million to organizations that
support veterans and their families; and
• We launched our first-ever grant program as part of our
Cash for Classrooms initiative, awarding $1 million through
99 grants to local schools.
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2021 ANNUAL REPORT
17 | BRIAN JOHNSON
SVP-Investor Relations &
Business Development
18 | SHERRI HART
VP-Total Rewards
19 | JAMES PISTILLO
VP-Accounting
20 | SAM JAMES
VP-Finance
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21 | JAIME ROBLES
VP-Procurement
22 | KENDRA MEYER
VP-Real Estate
23 | LARRY CARROLL
VP-Asset Protection
24 | TOM BRENNAN
Chief Merchandising Officer
25 | BRAD HAGA
VP-Merchandising
I’m humbled by these opportunities to serve and extremely
grateful to our partners, Casey’s team members and, especially,
our guests who’ve contributed to making these programs possible.
I’m grateful, as well, to our Board of Directors for their ongoing
guidance and support as we managed through challenge and
change to push forward and make progress on our goals.
Finally, my sincere thanks to you, our shareholders, for your
confidence in Casey’s. Your trust in us is a driving force behind
our ability to keep making lives better for our guests and
communities every day. I can assure you that we will work
hard to repay that trust by creating value for you in the
months and years to come.
Sincerely,
Darren Rebelez
President & Chief Executive Officer
2021 ANNUAL REPORT
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BOARD OF DIRECTORS
1 | H. LYNN HORAK
Board Chair, Past Regional
Chairman with Wells Fargo
Regional Bank
2 | DARREN REBELEZ
President & Chief
Executive Officer of
Casey’s General Stores, Inc.
3 | DIANE BRIDGEWATER*
Executive Vice President,
Chief Financial &
Administrative Officer of LCS
4 | DONALD FRIESON
Executive Vice President
Supply Chain, Lowe’s Companies
5 | CARA HEIDEN*
Retired Co-President
of Wells Fargo Home Mortgage
6 | DAVID LENHARDT*
Former President & Chief
Executive Officer of PetSmart, Inc.
7 | LARREE RENDA
Retired Executive
Vice President of Safeway, Inc.
8 | JUDY SCHMELING*
Former Chief Operating Officer
of HSN, Inc. & former President
of Cornerstone Brands
9 | ALLISON WING
Chief Executive Officer
of Joywell Foods, Inc.
10 | GREGORY TROJAN
Chief Executive Officer
of BJ’s Restaurants, Inc.
*Member of the Audit Committee
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2021 ANNUAL REPORT
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INVESTOR INFORMATION
COMMON STOCK
Casey’s General Stores, Inc. common stock trades on the Nasdaq Global Select Market under the symbol CASY.
The approximately 36.9 million shares of common stock outstanding at April 30, 2021 had a market value of
approximately $8.2 billion. As of that same date, there were 1,578 shareholders of record.
COMMON STOCK MARKET PRICES
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Calendar 2019
Calendar 2020
Calendar 2021
HIGH
LOW
HIGH
LOW
HIGH
LOW
$ 138.45
$ 122.86
$ 181.99
$ 114.01
$ 221.29
$ 175.02
156.82
127.75
174.40
117.25
173.31
154.58
183.45
145.48
179.21
152.05
196.58
165.38
On June 29, 2021, the last reported sales price of the Company’s common stock was $193.32 per share.
On that same date, the market capitalization of the Company was approximately $7.2 billion.
DIVIDENDS
The Company began paying cash dividends during fiscal 1991.
The dividends declared in fiscal 2021 totaled $1.32 per share.
At its June 2021 meeting, the Board of Directors declared
a quarterly dividend of $0.34 per share. The dividend is
payable on August 16, 2021 to shareholders of record on
August 2, 2021.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
This plan, introduced in the fall of 1998, gives holders of
Casey’s General Stores, Inc. common stock a convenient and
economical way of purchasing additional shares at market
prices by reinvesting their dividends in full or in part. Stock-
holders may also take advantage of the cash payment option
to purchase additional shares. Those wishing to enroll should
contact the transfer agent and registrar:
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
Telephone 781-575-2000
www.computershare.com
INVESTOR INQUIRIES
Current or prospective Casey’s General Stores, Inc. investors
can receive annual reports, proxy statements, Forms 10-K and
10-Q, and earnings announcements at no cost by calling (515)
965-6100 or sending written requests to the following address:
Investor Relations
Casey’s General Stores, Inc.
One SE Convenience Blvd.
Ankeny, Iowa 50021
Corporate information is also available at www.caseys.com
under the Investor Relations tab. Quarterly conference calls
are broadcast live over the Internet via the Investor Relations
page and made available in archived format. Broadcast times
for the quarterly calls will be announced on our website and in
corresponding press releases.
FORWARD-LOOKING STATEMENTS
This annual report contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and
other factors that may cause actual results to differ materially
from future results expressed or implied by those statements.
Casey’s disclaims any intention or obligation to update or revise
forward-looking statements, whether as result of new information,
future events or otherwise.
2021 ANNUAL REPORT
| 18
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended April 30, 2021
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from February 1, 2021 to April 30, 2021
Commission File Number 001-34700
CASEY’S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
Iowa
(State or other jurisdiction of
incorporation or organization)
42-0935283
(I.R.S. Employer
Identification Number)
ONE SE CONVENIENCE BLVD., Ankeny, Iowa
(Address of principal executive offices)
50021
(Zip Code)
(515) 965-6100
(Registrant’s telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act
Title of each class
Trading Symbol(s)
Trading Symbol(s)
Name of each exchange on which registered
Name of each exchange on which registered
Common Stock, no par value per share
CASY
The NASDAQ Global Select Market
Securities Registered pursuant to Section 12(g) of the Act
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes ☐ No ☒
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2021 ANNUAL REPORT
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer",
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act
Large accelerated filer
Non-accelerated filer
☒
☐
Emerging growth company
☐
Accelerated filer
☐
Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, 2020, was
approximately $6.2 billion based on the closing sales price ($168.57 per share) as quoted on the NASDAQ Global Select
Market.
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.
Class
Common Stock, no par value per share
Outstanding at June 9, 2021
37,023,738 shares
DOCUMENTS INCORPORATED BY REFERENCE
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, 2021.
2021 ANNUAL REPORT
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FORM 10-K
TABLE OF CONTENTS
PART I
ITEM 1.
Business
ITEM 1A. Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 2.
Properties
ITEM 3.
Legal Proceedings
ITEM 4. Mine Safety Disclosures
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases
of Equity Securities
ITEM 6.
Selected Financial Data
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
ITEM 8.
Financial Statements and Supplementary Data
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
PART III ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
ITEM 13. Certain Relationships and Related Transactions and Director Independence
ITEM 14. Principal Accountant Fees and Services
PART IV ITEM 15. Exhibits and Financial Statement Schedules
ITEM 16. Form 10-K Summary
Signatures
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2021 ANNUAL REPORT
PART I
ITEM 1.
BUSINESS
The Company
As of April 30, 2021 Casey’s General Stores, Inc. (“Casey’s”) and its direct and indirect wholly-owned subsidiaries
(Casey’s, together with its subsidiaries, are referred to herein as the “Company” or “we”) operate convenience stores under the
names "Casey's" and “Casey’s General Store” (hereinafter referred to as “Casey’s Store” or “Stores”) in 16 Midwestern states,
primarily in Iowa, Missouri, and Illinois. The Company also operates two stores under the name "Tobacco City", selling
primarily tobacco and nicotine products, one liquor store, and one grocery store. The Casey's Stores carry a broad selection of
food (including freshly prepared foods such as pizza, donuts, and sandwiches), beverages, tobacco and nicotine products, health
and beauty aids, automotive products, and other nonfood items. In addition, all but three offer fuel for sale on a self-service
basis.
Our fiscal year runs from May 1 through April 30 of each year. On April 30, 2021, there were a total of 2,243 stores in
operation. There were 40 stores newly constructed in fiscal 2021, and we closed 11 stores in fiscal 2021. We also acquired 5
stores in fiscal 2021; 2 of those stores were opened in fiscal 2021, and 3 will be opened during the 2022 fiscal year. Finally, we
opened 5 acquisitions purchased in the prior year. Three distribution centers are in operation (in Ankeny, Iowa adjacent to our
corporate headquarters, which we call the Store Support Center, in Terre Haute, Indiana and in Joplin, Missouri) from which
certain grocery and general merchandise items are supplied to our stores. 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.
Approximately 55% of all our stores were opened in areas with populations of fewer than 5,000 persons, while
approximately 19% of our stores were opened in communities with populations exceeding 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.
The Company’s internet address is www.caseys.com. Each year 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 Business Conduct and Ethics, and committee charters. In the event of a waiver to
the Code of Business Conduct and Ethics, any required disclosure will be posted to our website.
General
Casey's purpose is to make the lives of our guests and communities better every day. Smaller communities often are not
served by national-chain convenience stores. We have succeeded in operating Casey’s 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 offerings. We currently own most of our real estate, including
substantially all of our stores, all three distribution centers, a construction and support services facility, 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
fiscal quarters (November through April). In warmer weather, guests tend to purchase greater quantities of fuel and certain
convenience items such as beer, isotonics, water, soft drinks, and ice.
Corporate Subsidiaries
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 in April 2019 as an Iowa limited liability company. Heartland Property Company, LLC was organized in September
2019 as a Delaware limited liability company. CMC, CSC, and CRC are wholly-owned subsidiaries of Casey’s. CGS Stores,
LLC and Heartland Property Company, LLC are wholly-owned subsidiaries of CMC.
2021 ANNUAL REPORT
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CRC owns and operates stores in Illinois, Kansas, Minnesota, Nebraska, North Dakota, South Dakota and Michigan,
holds the rights to the Company's trademarks, service marks, trade names, and other intellectual property, and performs most
“corporate” functions of the enterprise. CMC owns and operates stores in Arkansas, Indiana, Iowa, Kentucky, Missouri, Ohio,
Oklahoma, and Wisconsin, and is responsible for all of our wholesale operations, including all three distribution centers. CGS
Stores, LLC owns and operates stores in Tennessee. CSC provides a variety of construction, maintenance and transportation
services for all stores.
Store Operations
Products Offered
Our focus at Casey’s is to design, develop and deliver value to guests through a differentiated product assortment where
the right products are optimally placed, priced and aggressively 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 gross profit margins. As a result,
we have added various prepared food items to our product line over the years, facilitated by the installation of kitchens, which
now are in most stores.
stores (99.6%) as of April 30, 2021. Although
We began selling handmade pizza in 1984, and it was available in 2,235 stores (99.6%) as of April 30, 2021. Although
pizza is our most popular prepared food offering, we continue to expand our prepared food product line, which currently
includes made to order cheesy breadsticks, sandwiches/wraps, wings, popcorn chicken, chicken tenders, breakfast croissants
and biscuits, breakfast pizza, breakfast burritos, hash browns, quarter-pound hamburgers and cheeseburgers, potato cheese bites
and other seasonal items. As of April 30, 2021
cookies, brownies, and other bakery items.
cookies, brownies, and other bakery items.
) of our stores in addition to
, the Company was selling donuts in 2,236 ( (99.7%) of our stores in addition to
April 30, 2021, the Company was selling donuts in
The growth in our prepared food program reflects management’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
41% of our total revenue, but they have resulted in approximately 72% 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 61% for the three fiscal years ended April 30, 2021—substantially
higher than the impact of retail sales of fuel, which averaged approximately 11%.
Each Casey’s store typically carries over 3,000 food and non-food items. The selection is a blend of differentiated
Casey’s Private Label products, 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:
• Non-Alcoholic Beverages (Soft Drinks, Energy, Water, Sports Drinks, Juices, Coffee, Tea & Dairy)
• Alcoholic Beverages (Beer, Wine and Spirits)
•
•
•
• Non-Foods (Health & Beauty Aids, Automotive, Electronic Accessories, Housewares and Pet Supplies)
•
Packaged Foods (Snacks, Candy, Packaged Bakery & other food items)
Tobacco & Nicotine Products
Frozen Foods (Ice, Ice Cream, Meals & Appetizers)
Services (Lotto/Lottery & Prepaid Cards)
During fiscal 2021, Casey’s invested heavily in it’s Private Brand product portfolio to support the corporate re-branding
that was unveiled in October. We expanded our portfolio to over 175 Casey’s Brand items, more than doubling our product
count from last year, bringing even more value to our guests. We launched over 100 new or reformulated items which included
significant packaging improvements .
All but three Casey’s Stores offer retail motor fuel products for sale on a self-service basis. Gasoline and diesel fuel are
sold under the Casey’s name.
Store Design
Casey’s Stores are primarily freestanding and, with a few exceptions to accommodate local conditions, conform to
standard construction specifications. The current larger store design measures approximately 2,900 square feet devoted to sales
area, 550 square feet to kitchen space, 400 square feet to storage, and 2 large multi-stall public restrooms. There is also a
smaller store design that is generally designated for smaller communities that measures approximately 1,700 square feet
devoted to sales area with the remaining areas similar in size, and 2 single user restrooms. Store lots have sufficient frontage
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2021 ANNUAL REPORT
and depth to permit adequate drive-in parking facilities on one or more sides of each store. Each new store typically includes 5
to 10 islands of fuel dispensers and storage tanks with capacity for 60,000 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. All stores are air-
conditioned and have modern refrigeration equipment. Nearly all the store locations feature a bright sign which displays
Casey’s name and trade/service marks.
All Casey’s Stores remain open at least sixteen hours per day, seven days a week. Hours of operation may be adjusted on
a store-by-store basis to accommodate guest traffic patterns. As of April 30, 2021, we operated 384 stores on a 24-hour basis,
and another 1,640 have expanded hours. Store hours have continued to shift back to pre-COVID 19 levels, as we temporarily
reduced hours at many locations in response to the pandemic. All stores maintain a bright, clean interior and provide prompt
checkout service.
Store Locations
The Company traditionally has located its stores in smaller towns not served by national-chain convenience stores.
Management believes that a Casey’s Store provides a service generally not otherwise available in small 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. We can operate
effectively at a highway location in a community with a population of as few as 400.
Fuel Operations
Fuel sales are an important part of our revenue and earnings. Approximately 55% of Casey’s total revenue for the year
ended April 30, 2021 was derived from the retail sale of fuel. The following table summarizes (dollars and gallons in
thousands) fuel sales for the last three fiscal years ended April 30:
Number of gallons sold
Total retail fuel sales
Percentage of total revenue
Percentage of revenue less cost of goods sold (excluding depreciation and
amortization and credit card fees)
Average retail price per gallon
Average revenue less cost of goods sold per gallon (excluding depreciation
and amortization and credit card fees)
Average number of gallons sold per store*
Year ended April 30,
2021
2,180,772
$ 4,825,466
2020
2,293,609
$ 5,517,412
2019
2,296,030
$ 5,848,770
55.4 %
60.1 %
62.5 %
15.8 %
2.21
$
11.1 %
2.41
$
8.0 %
2.55
$
34.91 ¢
981
26.81 ¢
1,055
20.30 ¢
1,097
*
Includes only those stores in operation at least one full year on April 30 of the fiscal year indicated.
Average retail prices of fuel during the year decreased 8.3% from prior year. The total number of gallons we sold during
this period decreased by 4.9%. Same-store gallons sold were impacted by softer demand due to the COVID-19 pandemic.
Average revenue less cost of goods sold (excluding depreciation and amortization and credit card fees) per gallon increased by
30.2%, which was influenced by COVID-19 demand dynamics, macroeconomic factors with regard to certain oil producing
nations and the efforts of our centralized fuel team. Our centralized fuel team, coupled with fuel procurement improvements,
continues to grow profitability and has been instrumental in sustaining higher than normal average revenue less cost of goods
sold per gallon (excluding depreciation and amortization and credit card fees).
Percentage of revenue less cost of goods sold (excluding depreciation and amortization and credit card fees) represents
the fuel gross profit 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 herein.
Distribution and Wholesale Arrangements
CMC supplies all stores with groceries, food, health and beauty aids, and general merchandise from the 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 fleet
2021 ANNUAL REPORT
| 6
network. Most of our existing and proposed stores are within the three distribution centers' optimum efficiency range—a radius
of approximately 500 miles around each distribution center.
In fiscal 2021, a majority of the food and nonfood items supplied to stores from the distribution centers were purchased
directly from manufacturers. With few exceptions, long-term supply contracts are not entered into with the suppliers of
products sold by Casey’s Stores. We believe the practice enables us to respond to changing market conditions with minimal
impact on margins.
Human Capital
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, 2021, we had 17,960 full-time, and 19,245 part-time, Team Members. Approximately 35,043 are
store Team Members, approximately 242 are field management and related Team Members, approximately 387 work in and
support our three distribution centers, approximately 436 are fuel or grocery drivers and approximately 1,097 work out of the
Store Support Center, or perform Store Support Center functions which support the organization.
We are not a party to any collective bargaining agreements with our Team Members and believe the working relationship
with our Team Members is good.
COVID-19 Response: From the outset of the COVID-19 pandemic, the Company established a cross-functional task-force for
the continuous monitoring of the impact of COVID-19 on our Team Members and business operations and to implement
measures to manage Team Member and guest safety and other risks. In addition, throughout the pandemic, our Team
Members, who were designated as “essential workers”, safely and diligently ensured our distribution centers remained open and
operational and that our guests continued to be served.
In response to COVID-19, the Company implemented a number of health, safety and other measures, in which it has invested
over $38 million in fiscal 2021 ($50 million since the start of the pandemic), which at certain times throughout the past year
have included the following: increased all store and distribution center Team Member pay by an additional $2 per hour;
provided additional operational bonuses to key field support Team Members; provided additional paid leave for impacted Team
Members; provided additional paid flextime; mandated working remotely where possible; implemented health checks intended
to maintain well-being in all distribution centers; provided personal protective equipment and implemented a store mask
mandate; offered a $50 vaccination bonus for fully vaccinated Team Members; established 6-foot markings in stores to
encourage social distancing; installed plexiglass shields at cash registers; designated exclusive shopping times for higher-risk
guests; implemented enhanced cleaning and hygiene practices throughout our stores, at our fuel dispensers, distribution centers,
and the Store Support Center.
Total Rewards: 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. As such, we are committed to providing market-competitive pay and benefits for all
positions and offer performance-based compensation opportunities to a large portion of our full-time Team Member base. In
addition, the Company offers a 401(k) plan to eligible employees, with a generous 6% match made in the form of Company
stock, and all full-time and part-time associates are eligible for competitive health and welfare benefits, including medical,
dental, vision, disability, life insurance and other benefits.
Diversity and Inclusion: 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. The Board consists of nine
members, seven (or 78%) of which are diverse as to gender, race and/or ethnicity. The extended leadership team consists of
twenty-six members, of which thirteen (or 50%) are diverse as to gender, race and/or ethnicity. We have a strict Anti
Harassment and Discrimination Policy of which all Team Members are trained and expected to follow. Additionally, 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.
Education and Training: The Company, including its established Learning and Development Department, which serves all
levels of the organization, invests significant resources of time and money 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. In addition, the
Company has a formal leadership development program, which seeks to provide Team Members with skills necessary for
leading their teams and advancing in their careers.
Competition
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2021 ANNUAL REPORT
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 Stores. 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 serve restaurants, expanded fuel stations, supermarkets, discount food stores, and traditional
convenience stores. Examples of convenience store chains competing in the larger towns served by Casey’s Stores include Quik
Trip, Kwik Trip, Kum & Go, and other regional chains. Some of the Company’s competitors have greater financial and other
resources than we do. These competitive factors are discussed further in Item 7 of this Form 10-K.
Trademarks and Service Marks
The names "Casey’s" and “Casey’s General Store” and the marks consisting of the Casey’s design logos (with the words
“Casey’s” and “Casey’s General Store”) and the weathervane 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. 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", "Casey's Here for Good", “Casey’s Rewards”, “Casey’s Cash”,
etc.).
Government Regulation (dollars in thousands)
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 currently have 5,102 USTs, 4,241 of which are fiberglass and 861 are steel, and
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.
Several 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, 2021 and 2020, we
spent approximately $849 and $718, respectively, for assessments and remediation. Substantially all of these expenditures were
submitted for reimbursement from state-sponsored trust fund programs. As of April 30, 2021, approximately $24,181 has been
received from such programs since inception. 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, 2021, we had an accrued
liability of $368 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.
ITEM 1A. RISK FACTORS
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.
Risks Related to Our Business Operations
Pandemics or disease outbreaks, such as COVID-19, 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 such as COVID-19 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
2021 ANNUAL REPORT
| 8
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 COVID-19, or in the future other 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 similar 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 COVID-19 outbreak, which would require us to reduce our operations and potentially close
stores for an undetermined period of time.
We cannot predict the extent and duration of the COVID-19 pandemic, the severity and duration of its impact to the
general economy, our guests or our operating results; however, its effects could continue to be material and last for an extended
period of time.
Our business and our reputation could be adversely affected by a 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. While we invest significant resources in the protection of such data and information, our
IT systems, and incident response programs, and maintain what we believe are adequate security controls, 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, could nonetheless occur and have a material
adverse effect on our reputation, operating results and financial condition.
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. Such claims could give rise to
substantial monetary damages and 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 food-borne 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 food-borne 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, quick service and
“fast casual” restaurant sectors, and could affect us as well. Any instances of, or reports linking us to, food-borne 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 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 products, which could cause
a decline in demand for those products and adversely impact our sales.
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.
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2021 ANNUAL REPORT
We rely on our distribution and transportation network, which includes our drivers and distribution center Team Members,
and the networks of our direct store delivery partners, to provide products to our stores in a timely and cost-effective manner.
Products are either moved from supplier locations to our distribution centers or delivered directly to our stores. Deliveries to our
stores occur from the distribution centers or directly from our suppliers. 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 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 demand, such as occurred during, and as the economy recovers from, the COVID-19 pandemic,
problems in production or distribution, financial or other difficulties of suppliers, 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 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.
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. Difficulties and shortages in the general labor market for such individuals, and the
failure to continue to attract and retain these individuals, especially at reasonable compensation levels, could have a material
adverse effect on our business and results of operations.
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.
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, 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. For example,
the Company has recently invested a significant amount of resources and store shelf space to its expanded private label
products, which if not well received by our guests, could lead to decreased consumer sentiment, lower sales inside our stores
and smaller margins on similar alternative products. This risk is compounded by the increasing use of digital media by
consumers and the speed by which information and opinions are shared. If we are unable to anticipate and respond to sudden
challenges that we may face in the marketplace, trends in the market for our products and changing consumer demands and
sentiment, it could have a material adverse effect on our business, financial condition and results of operations.
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 depend on our information technology (IT) systems, and a number of third-party software providers, 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, 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 from power loss or natural disasters, 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 incidents, and computer viruses or attacks. Any disruption could cause our business and competitive position to
suffer and cause our operating results to be reduced.
Increased credit card expenses could lead to higher operating expenses and other costs for the Company.
2021 ANNUAL REPORT
| 10
A significant percentage of our sales are made with the use of credit cards. Because the interchange fees we pay when
credit cards are used to make purchases are based on transaction amounts, higher fuel prices at the pump, higher gallon
movement and other increases in price and sales result in higher credit card expenses. These additional fees 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 2021, 2020, and
2019, were approximately $147 million, $145 million, and $140 million, respectively.
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.
Our operations present hazards and risks which may not be fully covered by insurance, if insured.
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 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.
The dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose to us
potentially significant losses, costs or liabilities.
We store motor fuel in storage tanks at our retail locations. Additionally, a significant portion of motor 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, governmentally-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.
Consumer or other litigation could adversely affect our 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. These 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, bad fuel, 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. Our defense costs and any resulting damage awards or
settlement amounts may 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 financial position, liquidity
and results of operations.
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 could result in a default under such agreements, which could, if not timely cured,
permit lenders to declare all amounts outstanding to be immediately due and payable, and to terminate such instruments, which
in turn could have a material adverse effect on our business, financial condition and results of operation.
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2021 ANNUAL REPORT
Risks Related to Governmental Actions, Regulations, and Oversight
Compliance with and changes in tax laws could adversely affect our performance.
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 and new interpretations of existing laws are
issued and applied. For example, in 2017, the Tax Cuts and Jobs Act (“Tax Reform”) was enacted on December 22, 2017,
which resulted in lower federal income taxes for the Company. However, the current administration has signaled a desire to
roll-back certain tax rates provided by Tax Reform, which would result in higher federal income taxes for the Company. In
addition, as certain states face economic and other pressures, they may seek revenue in the form of additional state income,
sales and other taxes and related fees. These activities could result in increased expenditures for tax liabilities in the future.
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.
We are subject to extensive governmental regulations.
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; minimum wage,
overtime and other employment and labor laws and regulations; compliance with the Patient Protection and Affordable Care
Act and 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. In
addition, during the COVID-19 pandemic, the Company was, and continues to be, subject to responsive actions taken by
governments and others to mitigate the spread of COVID-19, which have resulted in decreased store traffic and certain changes
to how we operate our stores and offer certain products for sale to our guests. 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. 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.
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.
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, 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.
Wholesale cost and tax increases relating to tobacco and nicotine products could affect our operating results.
2021 ANNUAL REPORT
| 12
Sales of tobacco and nicotine products have averaged approximately 12% 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 10% 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.
Risks Related to Our Industry
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.
General economic and political conditions, including those resulting from the COVID-19 pandemic and the unknown
economic recovery and consumer behavior patterns as the pandemic subsides in the Unites States, 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 and coffee, higher levels of unemployment, unemployment benefits and related stimulus provided as a
result of COVID-19, 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 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. 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.
Developments related to fuel efficiency, fuel conservation practices, climate change, and changing consumer preferences
may decrease the demand for motor fuel.
Technological advances and consumer behavior in reducing fuel use and governmental mandates to improve fuel
efficiency 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
greenhouse gas emissions in the environment, may lessen demand or lead to additional government regulation. In addition, a
shift toward electric, 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 pressure. 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.
Unfavorable weather conditions can adversely affect our business.
The vast majority of our stores are located in the central 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 or could have a significant impact on consumer behavior, travel, and
convenience store traffic patterns as well as our ability to operate our locations. 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.
The volatility of wholesale petroleum costs could adversely affect our operating results.
13 |
2021 ANNUAL REPORT
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 60% of total revenue and our fuel revenue less cost of
goods sold excluding depreciation and amortization accounted for approximately 29% of the total revenue less cost of goods
sold excluding depreciation and amortization. Crude oil and domestic wholesale petroleum markets are, and in the recent past
have been, marked by significant volatility. The overall economic impact of the COVID-19 pandemic, general political
conditions, threatened or actual acts of war or terrorism, instability or other changes in oil producing regions, particularly in the
Middle East and South America, 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. 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 industry is highly competitive.
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, and mass merchants, and a variety of other retail companies, including retail gasoline companies that have more
extensive retail outlets, greater brand name recognition and 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. These non-traditional fuel retailers have obtained a significant share of the motor fuels market, and their
market share is expected to grow. 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. This intense competition could adversely
affect our revenues and profitability, and have a material adverse impact on our business and results of operations.
We may experience difficulties implementing and realizing the results of our long-term strategic plan.
Risks Related to Our Growth Strategies
In January 2020, the Company unveiled an updated, long-term/strategic plan, centered around four strategic objectives:
reinvigorate hospitality and the guest experience; be where the guest is; best-in-class efficiencies; and, invest in our people and
culture. While we have invested, and will continue to invest, significant resources in our team and in planning, development,
project management, and implementation of the plan, it is possible that we may experience significant delays, increased costs
and other difficulties that are not presently contemplated. Further, the intended results of the plan may not be realized as
anticipated. Any such issues could adversely affect our operations and negatively impact our business, results of operations and
financial condition.
We may experience increased costs, disruptions or other difficulties with the integration of the Buchanan Energy
acquisition.
On May 13, 2021, the Company closed on the acquisition of Buchanan Energy, owner of Bucky’s convenience stores,
which included over 90 stores across five states, primarily in Nebraska and Illinois, and a dealer network of additional stores
where the Company will manage fuel supply agreements to these stores. While we have invested, and continue to invest,
significant resources in due diligence, planning, integration and training of these stores, their systems and team members, it is
possible that significant issues and potential unknown liabilities may arise during the course of the integration or future
operation of the stores and systems, which may result in anticipated synergies or financial benefits of the acquisition not being
realized, including but not limited to the potential inability to maintain or increase the growth rate, levels of revenue, earnings
or operating efficiencies achieved by the applicable stores prior to the acquisition, and which may lead to increased costs and
other difficulties that are not presently contemplated.
2021 ANNUAL REPORT
| 14
We may not be able to identify, acquire, and integrate new properties and stores, which could adversely affect our
ability to grow our business.
An important part of our growth strategy has been to purchase properties on which to build our stores, and in certain
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 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 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.
Risks Relating to Our Common Stock
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.
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.
Any issuance of shares of our common stock in the future could have a dilutive effect on your investment.
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.
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.
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
15 |
2021 ANNUAL REPORT
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.
2021 ANNUAL REPORT
| 16
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
PROPERTIES
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, our first distribution center, and our vehicle service
maintenance 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. The new distribution center provides approximately
300,000 square feet of total space.
On April 30, 2021, we also owned the land at 2,216 store locations and the buildings at 2,225 locations and leased the
land at 27 locations and the buildings at 18 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. 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.
ITEM 3.
LEGAL PROCEEDINGS
The information required to be set forth under this heading is incorporated by reference from Note 10, Contingencies, to
the Consolidated Financial Statements included in Part II, Item 8.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
17 |
2021 ANNUAL REPORT
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Casey’s common stock trades on the Nasdaq Global Select Market under the symbol CASY. The 36,949,878 shares of
common stock outstanding at April 30, 2021 had a market value of approximately $8.2 billion. On that date, there were 1,578
shareholders of record.
Common Stock Market Prices
High
138.45 $
156.82 $
173.31 $
179.21 $
Low
122.86
127.75
154.58
152.05
$
$
$
$
Calendar
2020
Q1
Q2
Q3
Q4
High
181.99 $
174.40 $
183.45 $
196.58 $
Low
114.01
117.25
145.48
165.38
$
$
$
$
Calendar
2021
Q1
High
221.29 $
Low
175.02
$
Calendar
2019
Q1
Q2
Q3
Q4
Dividends
We began paying cash dividends during fiscal 1991. The dividends declared in fiscal 2021 totaled $1.32 per share. The
dividends declared in fiscal 2020 totaled $1.28 per share. On June 3, 2021, the Board of Directors declared a quarterly dividend
of $0.34 per share payable August 16, 2021, to shareholders of record on August 2, 2021.
The cash dividends declared during the calendar years 2019 through 2021 were as follows:
$
$
Calendar 2019
Q1
Q2
Q3
Q4
Cash
dividend
declared
0.290
0.290
0.320
0.320
0.320
1.250
$
$
Calendar 2020
Q1
Q1
Q2
Q3
Q4
Cash
dividend
declared
0.320
0.320
0.320
0.320
0.340
1.300
Calendar 2021
Q1
Q1
Q2
$
$
Cash
dividend
declared
0.340
0.340
0.340
Issuer Purchases of Equity Securities
The following table sets forth information with respect to the Company's repurchases of common stock during the quarter
ended April 30, 2021:
Period
Fourth Quarter:
February 1-28, 2021
March 1-31, 2021
April 1-30, 2021
Total
Total Number of
Shares Purchased
Average Price Paid
Per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Dollar Value of
Shares That May Yet Be
Purchased Under the Plans or
Programs (1)
— $
—
—
— $
—
—
—
—
— $
—
—
— $
300,000,000
300,000,000
300,000,000
300,000,000
2021 ANNUAL REPORT
| 18
(1)
In March 2018, the Company announced a share repurchase program with an aggregate $300 million repurchase
authorization, valid for two years. On March 6, 2020, the authorization was extended through the end of the
Company’s 2022 fiscal year. The timing and number of repurchase transactions under the program depends on a
variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities,
debt agreements, and regulatory requirements. The program can be suspended or discontinued at any time. No stock
was repurchased in the fourth quarter or fiscal year related to that authorization.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(Dollars and gallons in thousands, except per share amounts)
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.
Overview
The Company primarily operates convenience stores under the names "Casey's" and “Casey’s General Store” in 16
Midwestern states, primarily in Iowa, Illinois, and Missouri. On April 30, 2021, there were a total of 2,243 stores in operation.
All but three Casey's Stores offer fuel for sale on a self-serve basis and all carry a broad selection of food (including freshly
prepared foods such as pizza, donuts and sandwiches), beverages, tobacco and nicotine products, health and beauty aids,
automotive products and other non-food items. We derive our revenue from the retail sale of fuel and the products offered in
our stores.
Approximately 55% of all Casey’s Stores were opened in areas with populations of fewer than 5,000 people, while
approximately 19% of all stores were opened in communities with populations exceeding 20,000 persons. CMC operates three
distribution centers, through which certain grocery and other merchandise, and prepared food and fountain items, are supplied
to our stores. One is adjacent to the Store Support Center facility in Ankeny, Iowa. The other two distribution centers were
opened in February 2016 in Terre Haute, Indiana and April 2021 in Joplin, Missouri. At April 30, 2021, the Company owned
the land at 2,216 store locations and the buildings at 2,225 locations, and leased the land at 27 locations and the buildings at 18
locations. The Company’s business is seasonal, and generally the Company experiences higher sales and profitability during
the first and second fiscal quarters (May-October), when guests tend to purchase greater quantities of fuel and certain
convenience items such as beer, isotonics, water, soft drinks and ice.
The following table represents the roll forward of store growth throughout fiscal 2021:
Stores at April 30, 2020
New store construction
Acquisitions
Acquisitions not opened
Prior acquisitions opened
Closed
Stores at April 30, 2021
Store Count
2,207
40
5
(3)
5
(11)
2,243
On May 13, 2021, Casey’s closed on the Buchanan Energy acquisition which included 92 retail sites. The Company also
closed on the 48-store Circle K transaction in June. In total, Casey’s expects to add 200 more stores next fiscal year.
Long-Term Strategic Plan
The Company announced an updated, long-term strategic plan in January 2020 focused on four strategic objectives:
The Company announced an updated, long-term strategic plan in January 2020 focused on four strategic objectives:
reinvigorate hospitality and the guest experience; be where the guest is by accelerating unit growth; create capacity through
reinvigorate hospitality and the guest experience; be where the guest is by accelerating unit growth; create capacity through
best-in-class efficiencies; and, invest in our people and culture. The Company's plan is based on building on our proud heritage
best-in-class efficiencies; and, invest in our people and culture. The Company's plan is based on building on our proud heritage
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2021 ANNUAL REPORT
and distinct advantages to become more contemporary through new capabilities, technology, data, and processes. We believe
and distinct advantages to become more contemporary through new capabilities, technology, data, and processes. We believe
this will best position the Company to address rapidly evolving shifts in consumer habits and other macro retail trends.
this will best position the Company to address rapidly evolving shifts in consumer habits and other macro retail trends.
Despite the challenges caused by the COVID-19 pandemic, the Company made significant progress towards its strategic
plan goals during the 2021 fiscal year, examples of which include the following:
•
•
•
•
•
•
Introduced 100+ private label products and curbside pickup at all stores
Updated our branding, including the introduction of a new logo
Expanded our digital offerings and added 1.5 million Casey's Rewards members
Developed and refined capabilities across the enterprise to drive efficiencies by launching centralized procurement and
asset protection departments, opening a third distribution center in Joplin, Missouri, optimizing our transportation
network, and enhancing price and product optimization
Continued to add stores through a mixture of new store builds and acquisitions
Added thirteen talented and diverse individuals to the extended leadership team
COVID-19
Since the fourth quarter of the Company’s 2020 fiscal year, the COVID-19 pandemic has generally led to decreased store
traffic and lower demand for certain of our products. Governmental and privately imposed restrictions, including those on
travel, social, work and other gatherings, in-person schooling and other closures, and our guests’ behavior in response to such
restrictions, have contributed to such declines, which have not fully recovered to pre-pandemic levels. Overall, we saw a
decrease in same-store fuel gallons of approximately 8.1% and same-store inside customer traffic of approximately 8.7%,
compared to the prior year. Additionally, as a result of these factors, the manner in which we served our guests required
changes at many of our locations for a portion of the 2021 fiscal year, including restrictions on self-service food and beverages,
reduced prepared food offerings, limiting guest traffic in our stores and social distancing measures. Prepared food and fountain
category saw a same-store sales decrease of 2.1%, compared to the prior year, due, in part, to many of these restrictions.
Despite these declines, throughout the 2021 fiscal year, due to the combination of COVID-19 fuel demand dynamics,
other macroeconomic factors in the oil industry, and the efforts of our fuel team, we experienced record high fuel average
revenue less cost of goods sold per gallon (excluding depreciation and amortization and credit card fees), leading to historically
strong financial performance for the 2021 fiscal year, including record net income, record fuel gross profit and record diluted
earnings per share. Average revenue less cost of goods sold (excluding depreciation and amortization and credit card fees) per
gallon increased by 30.2%, to 34.9 cents in fiscal 2021 from 26.8 cents in fiscal 2020. While fuel gross profit margins continue
to remain strong, and remain higher than historic averages, they are lower than the highs achieved during the pandemic, which
we expect will gradually decline during the next fiscal year.
COVID-19 also resulted in increased operating expenses throughout the 2021 fiscal year, as we took significant proactive
steps to protect the health and safety of our Team Members, guests and communities. Our top priority throughout has been their
health and well-being. Examples of certain COVID-19 measures that we implemented at certain times during the 2021 fiscal
year include the following:
•
•
•
•
•
•
•
•
•
•
•
$50 bonus to Team Members upon their full COVID-19 vaccination
provided additional compensation and operational bonuses for key field and support Team Members;
provided additional paid leave for impacted Team Members;
provided personal protective equipment for Team Members;
installed Plexiglas shields at our cash registers;
enhanced cleaning and hygiene practices;
implemented health checks in all our distribution centers;
designated exclusive shopping times for higher risk guests;
established 6-foot markings in our stores to encourage social distancing;
provided free meals for all store and distribution center Team Members; and
implemented contact-less delivery.
In total, the Company spent approximately $38.4 million during the 2021 fiscal year for all COVID-19 health, safety and
related measures.
As schools, businesses and the economy in general have slowly reopened, and vaccinations rates in our operating territory
improve and new infections decline, we have continued to see improvements in store traffic numbers. However, the
unpredictable nature of the pandemic could again lead to closures, decreased traffic and demand, and increased COVID-19-
2021 ANNUAL REPORT
| 20
related operating expenses, for the foreseeable future. While COVID-19 has resulted in, and will continue to bring, significant
challenges and uncertainty to our operating environment, we believe that our resilient business model and the strength of our
brand and balance sheet position us well to emerge from the pandemic.
For more information related to the additional risks to the Company related to the COVID-19 pandemic, and certain
conditions that may affect future performance, please refer to the “Risk Factors” section above in Item 1A. and “Forward-
looking Statements” at the end of Item 7.
Fiscal 2021 Compared with Fiscal 2020
Total revenue for fiscal 2021 decreased 5.1% ($468,107) to $8,707,189. Retail fuel sales for the fiscal year were
$4,825,466, a decrease of 12.5% primarily due to a 8.3% decrease in the price of fuel, which decreased fuel revenue by
$458,722. Fuel gallons sold decreased 4.9% to 2.2 billion gallons, which decreased fuel revenue by an additional $249,370. The
decrease in fuel revenue was offset by a $215,348 increase to $3,811,521 (6.0%) in grocery and other merchandise and
prepared food and fountain, primarily due to operating 36 more stores than one year ago.
Total revenue less cost of goods sold (excluding depreciation and amortization) was 27.1% for fiscal 2021 compared with
23.4% for the prior year. Fuel cents per gallon increased to 34.9 cents in fiscal 2021 from 26.8 cents in fiscal 2020, primarily as
a result of COVID-19, combined with the efforts of our centralized fuel team coupled with procurement improvements. The
grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was
consistent at 32.0% in fiscal 2021 and fiscal 2020. The prepared food and fountain revenue less related cost of goods sold
(exclusive of depreciation and amortization) decreased to 60.1% from 60.9% during fiscal 2021 compared to the prior year, due
mainly to lower volume and higher waste in the morning day part.
Operating expenses increased 9.3% ($139,148) in fiscal 2021 primarily due to operating 36 more stores than one year
ago, as well as incurring $38.4 million in COVID-related expenses and $30.7 million in incremental incentive compensation
expense due to the strong performance of the company. The majority of all operating expenses are wages and wage-related
costs.
Depreciation and amortization expense increased 5.6% ($14,021) to $265,195 in fiscal 2021 from $251,174 in fiscal
2020. The increase was due primarily to capital expenditures made in fiscal 2021 and fiscal 2020.
The effective tax rate increased to 23.2% in fiscal 2021 from 22.9% in fiscal 2020. The increase in the effective tax rate
was due to a reduction in favorable permanent differences, offset by a decrease in state tax expense.
Net income increased to $312,900 in fiscal 2021 from $263,846 in fiscal 2020. The increase was primarily due to
increased fuel contribution and operating 36 more stores than one year ago.
Please refer to the Form 10-K related to the fiscal year ended April 30, 2020, filed on June 26, 2020, for comparison of
Fiscal 2020 to Fiscal 2019.
COMPANY TOTAL REVENUE AND REVENUE LESS COST OF GOODS SOLD (EXCLUDING DEPRECIATION
AND AMORTIZATION) BY CATEGORY
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2021 ANNUAL REPORT
Total revenue by category
Fuel
Grocery and other merchandise
Prepared food and fountain
Other
Revenue less cost of goods sold (excluding depreciation and amortization)
by category
Fuel
Grocery and other merchandise
Prepared food and fountain
Other
INDIVIDUAL STORE COMPARISONS (1)
Average retail sales
Average retail inside sales (3)
Average revenue less cost of goods sold (excluding depreciation and
amortization) on inside sales (3)
Average retail sales of fuel
Average revenue less cost of goods sold (excluding depreciation and
amortization) on fuel
Average operating income (2)
Average number of gallons sold
$
$
$
$
$
Years ended April 30,
2021
2020
2019
4,825,466 $
2,724,374
1,087,147
70,202
8,707,189 $
5,517,412 $
2,498,966
1,097,207
61,711
9,175,296 $
5,848,770
2,369,521
1,074,294
60,325
9,352,910
761,247 $
872,573
653,689
68,926
2,356,435 $
614,847 $
800,140
668,092
61,605
2,144,684 $
466,107
759,817
668,598
60,202
1,954,724
Years ended April 30,
2021
2020
2019
3,894 $
1,720
4,203 $
1,659
655
2,174
338
338
981
647
2,544
280
291
1,055
4,449
1,649
651
2,800
223
253
1,097
(1)
(2)
(3)
Individual store comparisons include only those stores that had been in operation for at least one full year and
remained open on April 30 of the fiscal year indicated.
Average operating income represents retail sales less cost of goods sold and operating expenses attributable to a
particular store; it excludes federal and state income taxes, and Company operating expenses not attributable to a
particular store.
Inside sales is comprised of sales related to the grocery and other merchandise and prepared food and fountain
categories.
SAME STORE SALES BY CATEGORY (1)
Fuel gallons (2)
Grocery and other merchandise
Prepared food and fountain (3)
Years ended April 30,
2021
2020
2019
(8.1) %
6.6 %
(2.1) %
(5.1) %
1.9 %
(1.5) %
(1.7) %
3.6 %
1.9 %
(1)
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 as well.
2021 ANNUAL REPORT
| 22
(2)
(3)
The decline in fuel gallons in fiscal 2021 as compared to fiscal 2020 was primarily due to softer demand in due to the
COVID-19 pandemic.
The decline in same-store sales for prepared food and fountain for 2021 as compared to 2020 was primarily due to the
COVID-19 pandemic and the related restrictions.
Use of Non-GAAP Measures
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.
The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months and
years ended April 30, 2021 and 2020, respectively:
Three months ended
Years ended
April 30, 2021
April 30, 2020
April 30, 2021
Net income
Interest, net
Depreciation and amortization
Federal and state income taxes
EBITDA
Loss on disposal of assets and impairment charges
Adjusted EBITDA
41,698 $
11,168
69,897
11,921
134,684 $
5,872
140,556 $
62,091 $
13,806
65,193
16,491
157,581 $
1,380
158,961 $
$
$
312,900 $
46,679
265,195
94,470
719,244 $
9,680
728,924 $
April 30, 2020
263,846
53,419
251,174
78,202
646,641
3,495
650,136
For the three months ended April 30, 2021, EBITDA and Adjusted EBITDA decreased 14.5% and 11.6% respectively,
when compared to the same period a year ago. The decrease was due primarily to unusually high fuel margin achieved last year
via supply and demand shocks from COVID-19 and macroeconomic conditions in the oil industry. For the year ended April 30,
2021, EBITDA and Adjusted EBITDA increased 11.2% and 12.1%, respectively. The increase was due primarily to higher fuel
contribution and operating 36 more stores than the same period a year ago.
Critical Accounting Policies
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.
Inventory
Inventories, which consist of merchandise and fuel, are stated at the lower of cost or market. For fuel, 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.
Long-lived Assets
23 |
2021 ANNUAL REPORT
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 $3,846 in fiscal 2021, $1,177 in fiscal 2020, and $1,167 in fiscal 2019.
Impairment charges are a component of operating expenses.
Self-insurance
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 $50,526 and $44,959
for the years ended April 30, 2021 and 2020, respectively.
Recent Accounting Pronouncements
Refer to Note 1 of the consolidated financial statements for a description of new accounting pronouncements applicable to
the Company.
Liquidity and Capital Resources
Due to the nature of our business, cash provided by operations is our primary source of liquidity. We finance 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, 2021, the Company’s ratio of current
assets to current liabilities was 1.18 to 1. The ratio at April 30, 2020 and at April 30, 2019 was 0.36 to 1 and 0.69 to 1,
respectively. The increase in the ratio is partially attributable to an increase in cash and cash equivalents associated with an
increase in cash provided by operations and a decrease in cash used in investing. Additionally, current liabilities decreased due
to the refinancing of the 5.22% senior notes. Refer to Note 3 of the consolidated financial statements for additional discussion.
We believe our current $450,000 unsecured revolving credit facility, our $25,000 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 increased $299,774 (59.4%) for the year ended April 30, 2021, primarily due to
an increase in accounts payable and accrued expenses, and an increase in net income, partially offset by an increase in
inventories. Cash used in investing activities in the year ended April 30, 2021 decreased $22,302 (4.8%) primarily due to a
decrease in acquisition activity. However, the Company did close on two large acquisitions during the first quarter of fiscal
2022. Refer to Note 11 of the consolidated financial statements for additional discussion. Cash flows used in financing
activities increased $78,785, primarily due to payments on the revolving credit facility during the period, offset by incremental
proceeds on the Series G and Series H notes.
Capital expenditures represent the single largest use of Company funds. We believe that by reinvesting in stores, we will
be better able to respond to competitive challenges and increase operating efficiencies. During fiscal 2021, we expended
$450,608 for property and equipment, primarily for construction, acquisition, and remodeling of stores compared with $471,683
in the prior year. In fiscal 2022, we anticipate spending approximately $500 million in capital expenditures, including store
remodels for acquisitions, primarily from existing cash, funds generated by operations, and proceeds from long-term debt.
As of April 30, 2021, we had long-term debt and finance lease obligations consisting of:
2021 ANNUAL REPORT
| 24
Finance lease liabilities (Note 7)
3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15,
2028
3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending
December 18, 2028
3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2,
2031
3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending
October 28, 2031
3.51% Senior notes (Series E) due June 13, 2025
3.77% Senior notes (Series F) due August 22, 2028
2.85% Senior notes (Series G) due August 7, 2030
2.96% Senior notes (Series H) due August 6, 2032
Debt issuance costs
Less current maturities
14,085
150,000
50,000
50,000
50,000
150,000
250,000
325,000
325,000
(336)
1,363,749
2,354
1,361,395
On December 23, 2020, the Company amended its existing credit agreement dated January 11, 2019, as amended June 30,
2020 to: (a) increase the revolving commitments thereunder to an aggregate principal amount of $450 million; and (b) provide
for a senior unsecured delayed-draw term loan facility in an aggregate principal amount of up to $300 million. The Amendment
increased the total borrowing capacity of the revolving commitments by an aggregate principal amount of $150 million, from
$300 million to $450 million. The maturity date remains unchanged, at January 11, 2024. The term loan facility may be drawn
in a single borrowing for up to five months from the amendment date, and has a maturity date of January 6, 2026. Proceeds of
the term loan were used to finance the Buchanan Energy acquisition (see additional discussion at Note 11 of the condensed
consolidated financial statements). Refer to Note 3 of the consolidated financial statements for additional discussion on changes
to the Company's debt agreements during the fiscal 2021.
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.
To date, we have funded capital expenditures primarily through funds generated from operations, the proceeds of the sale
of common stock, issuance of debt, 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, the revolver, the bank line,
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2021 ANNUAL REPORT
and additional long-term debt or other securities as circumstances may dictate. We do not expect such capital needs to adversely
affect liquidity.
The table below presents our significant contractual obligations, including interest, at April 30, 2021:
Contractual obligations
Payments due by period
Senior notes
Finance lease obligations
Operating lease obligations
Unrecognized tax benefits
Deferred compensation
Total
Total
$ 1,704,789 $
20,723
34,062
9,316
16,465
$ 1,785,355 $
Less than
1 year
1-3 years
3-5 years
More than
5 years
44,638 $
3,110
1,794
—
—
49,542 $
139,821 $
5,681
3,351
—
—
148,853 $
304,559 $ 1,215,771
9,893
25,575
—
—
309,940 $ 1,251,239
2,039
3,342
—
—
Unrecognized tax benefits relate to uncertain tax positions and since we are not able to reasonably estimate the timing of
the payments or the amount by which the liability will increase or decrease over time, the related timing of the payment of the
balances have not been reflected in the above “Payments due by period” table.
At April 30, 2021, the Company had a total of $9,316 in gross unrecognized tax benefits. Of this amount, $7,360
represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. The total amount of
accrued interest and penalties for such unrecognized tax benefits was $370 as of April 30, 2021. Interest and penalties related to
income taxes are classified as federal and state income taxes in our consolidated financial statements. The federal statute of
limitations remains open for the tax years 2015 and forward. Tax years 2012 and forward are subject to audit by state tax
authorities depending on open statute of limitations waivers and the tax code of each state.
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, management believes it is reasonably possible the aggregate amount of
unrecognized tax benefits will decrease by $2,000 within the next 12 months. This expected decrease is due to the expiration of
statute of limitations related to certain income tax filing positions.
Included in long-term liabilities on our consolidated balance sheet at April 30, 2021, was a $15,094 obligation for
deferred compensation. Additionally, $1,038 was recognized in current liabilities as of April 30, 2021 related to 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 $10,623 will be due during the next 5 years.
At April 30, 2021, we were partially self-insured for workers’ compensation claims in all 16 states of our marketing
territory; we also were partially self-insured for general liability and auto liability under an agreement that provides for annual
stop-loss limits equal to or exceeding $1,000 for auto liability and $500 for workers' compensation and general liability. To
facilitate this agreement, letters of credit approximating $24,000 and $21,526 were issued and outstanding at April 30, 2021 and
2020, respectively, on the insurance company’s behalf. We renew the letters of credit on an annual basis.
Forward-Looking Statements
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,” “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
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, and the potential effects of COVID-19 on our business. The Company cautions that these statements
2021 ANNUAL REPORT
| 26
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”:
Business Operations; Pandemics or disease outbreaks, such as COVID-19, 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; our business and our reputation could be adversely affected by a 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 food-borne 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; 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 motor 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; 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.
Governmental Actions, Regulations, and Oversight: 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.
Industry: 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.
Growth Strategies: We may experience difficulties implementing and realizing the results of our long-term strategic plan;
we may experience increased costs, disruptions or other difficulties with the integration of the Buchanan Energy acquisition;
and, we may not be able to identify, acquire, and integrate new properties and stores, which could adversely affect our ability to
e may not be able to identify, acquire, and integrate new properties and stores, which could adversely affect our ability to
grow our business.
grow our business.
Common Stock: 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and
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
27 |
2021 ANNUAL REPORT
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. We believe an immediate 100-basis-
point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, 2021, would have no
material effect on pretax earnings.
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 normal sale exclusions under the applicable accounting guidance.
2021 ANNUAL REPORT
| 28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Shareholders and Board of Directors
Casey’s General Stores, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company)
as of April 30, 2021 and 2020, the related consolidated statements of income, shareholders’ equity, and cash flows for each of
the years in the three‑year period ended April 30, 2021,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, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the
three‑year period ended April 30, 2021, 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, 2021, 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 25, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control
over financial reporting.
Basis for Opinion
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.
Critical Audit Matter
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) relate 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 the 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 separate
opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the self-insurance claim liability for workers’ compensation
As discussed in Notes 1 and 10 to the consolidated financial statements, at April 30, 2021, the Company was primarily self-
insured for workers’ compensation claims. The self-insurance claim liability for workers’ compensation is determined
actuarially based on claims filed and an estimate of claims incurred but not yet reported. Factors affecting the uncertainty
of the claim liability include the (1) loss development factors, which include the development time frame and settlement
patterns, and (2) expected loss rates, which include litigation and adjudication direction, and medical treatment and cost
trends. As discussed in Notes 1 and 10 to the consolidated financial statements, the Company reported a self-insurance
claim liability of $50,526 thousand, which included the self-insurance claim liability for workers’ compensation.
We identified the assessment of the self-insurance claim liability for workers’ compensation as a critical audit matter. The
evaluation of the key assumptions used to estimate the liability, specifically the loss development factors and expected loss
29 |
2021 ANNUAL REPORT
rates, required complex auditor judgment due to the significant measurement uncertainty. Specialized skill and knowledge
were necessary to evaluate the methods and key assumptions used to determine the liability.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the Company’s process to determine the self-
insurance claim liability for workers’ compensation. This included controls related to the selection of the methods used to
determine the liability, and the evaluation of the loss development factors and expected loss rates. We involved actuarial
professionals with specialized skill and knowledge, who assisted in:
•
assessing the methods used by the Company by comparing them to generally accepted actuarial methods
evaluating the loss development factors and expected loss rates used by the Company by comparing them to industry
•
trends.
We have served as the Company’s auditor since 1987.
/s/ KPMG LLP
Des Moines, Iowa
June 25, 2021
2021 ANNUAL REPORT
| 30
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors
Casey’s General Stores, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Casey’s General Stores, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of
April 30, 2021, 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, 2021, 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, 2021 and 2020, the related consolidated statements
of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2021, and the
related notes (collectively, the consolidated financial statements), and our report dated June 25, 2021 expressed an unqualified
opinion on those consolidated financial statements.
Basis for Opinion
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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ KPMG LLP
Des Moines, Iowa
June 25, 2021
31 |
2021 ANNUAL REPORT
CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
Assets
Current assets
Cash and cash equivalents
Receivables
Inventories
Prepaid expenses
Income taxes receivable
Total current assets
Property and equipment, at cost
Land
Buildings and leasehold improvements
Machinery and equipment
Finance lease right-of-use assets
Construction in process
Less accumulated depreciation and amortization
Net property and equipment
Other assets, net of amortization
Goodwill
Total assets
Liabilities and Shareholders’ Equity
Current liabilities
Lines of credit
Current maturities of long-term debt and finance lease obligations
Accounts payable
Accrued expenses
Wages and related taxes
Property taxes
Insurance accruals
Other
Total current liabilities
Long-term debt and finance lease obligations, net of current maturities
Deferred income taxes
Deferred compensation
Insurance accruals, net of current portion
Other long-term liabilities
Total liabilities
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value, none issued
Common stock, no par value, 36,949,878 and 36,806,325 shares issued and outstanding
at April 30, 2021 and 2020, respectively
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying Notes to Consolidated Financial Statements.
April 30,
2021
2020
$
336,545 $
79,698
286,598
11,214
9,578
723,633
938,199
2,162,261
2,478,404
22,413
98,587
5,699,864
2,206,405
3,493,459
82,147
161,075
78,275
48,500
236,007
9,801
14,667
387,250
872,151
1,969,585
2,369,361
24,780
125,632
5,361,509
2,037,708
3,323,801
71,766
161,075
$
4,460,314 $
3,943,892
$
— $
2,354
355,471
69,226
39,399
24,287
122,012
612,749
1,361,395
439,721
15,094
26,239
72,437
120,000
570,280
184,800
34,039
36,348
22,097
95,864
1,063,428
714,502
435,598
13,604
22,862
50,693
2,527,635
2,300,687
—
—
58,951
1,873,728
1,932,679
33,286
1,609,919
1,643,205
$
4,460,314 $
3,943,892
2021 ANNUAL REPORT
| 32
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Total revenue
Cost of goods sold (exclusive of depreciation and amortization, shown
separately below) (a)
Operating expenses
Depreciation and amortization
Interest, net
Income before income taxes
Federal and state income taxes
Net income
Net income per common share
Basic
Diluted
Dividends declared per share
Years ended April 30,
2021
2020
2019
$
8,707,189 $
9,175,296 $
9,352,910
6,350,754
1,637,191
265,195
46,679
407,370
94,470
7,030,612
1,498,043
251,174
53,419
342,048
78,202
7,398,186
1,391,279
244,387
55,656
263,402
59,516
312,900 $
263,846 $
203,886
8.44 $
8.38 $
7.14 $
7.10 $
5.55
5.51
1.32 $
1.28 $
1.16
$
$
$
$
(a) Includes excise taxes of approximately:
$
1,053,000 $
1,063,000 $
988,000
See accompanying Notes to Consolidated Financial Statements.
33 |
2021 ANNUAL REPORT
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share and share amounts)
Balance at April 30, 2018
Implementation of ASU 2014-09
Net income
Dividends declared ($1.16 per share)
Exercise of stock options
Repurchase of common stock
Stock-based compensation
Balance at April 30, 2019
Net income
Dividends declared ($1.28 per share)
Exercise of stock options
Stock-based compensation
Balance at April 30, 2020
Net income
Dividends declared ($1.32 per share)
Exercise of stock options
Stock-based compensation
Balance at April 30, 2021
See accompanying Notes to Consolidated Financial Statements.
Shares
Outstanding
Common
stock
Retained
earnings
Shareholders'
Equity
36,874,322 $
— $ 1,271,141 $ 1,271,141
—
—
—
—
—
—
(4,140)
(4,140)
203,886
203,886
(42,471)
(42,471)
71,546
2,290
—
2,290
(352,592)
—
(35,247)
(35,247)
71,245
13,310
—
13,310
36,664,521 $
15,600 $ 1,393,169 $ 1,408,769
—
—
66,638
75,166
36,806,325 $
—
—
263,846
263,846
(47,096)
(47,096)
2,958
—
2,958
14,728
14,728
—
33,286 $ 1,609,919 $ 1,643,205
—
—
—
—
312,900
312,900
(49,091)
(49,091)
40,189
1,784
—
1,784
103,364
36,949,878 $
23,881
23,881
—
58,951 $ 1,873,728 $ 1,932,679
2021 ANNUAL REPORT
| 34
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Amortization of debt issuance costs
Stock-based compensation
Loss on disposal of assets and impairment charges
Deferred income taxes
Changes in assets and liabilities:
Receivables
Inventories
Prepaid expenses
Accounts payable
Accrued expenses
Income taxes
Other, net
Net cash provided by operating activities
Cash flows from investing activities
Purchase of property and equipment
Payments for acquisitions of businesses, net of cash acquired
Proceeds from sales of property and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from long-term debt
Repayments of long-term debt
Net (payments) borrowings of short-term debt
Payment of debt issuance costs
Proceeds from exercise of stock options
Payments of cash dividends
Repurchase of common stock
Tax withholdings on employee stock-based awards
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Years ended April 30,
2021
2020
2019
$
312,900 $
263,846 $
203,886
265,195
251,174
244,387
1,603
31,986
9,680
4,123
—
18,129
3,495
49,810
(26,278)
(50,342)
(1,413)
(10,644)
37,713
(2,308)
166,546
(140,151)
65,497
5,714
18,877
26,400
15,783
(8,933)
804,088
504,314
—
16,410
1,384
45,337
7,189
(29,648)
(1,727)
12,451
30,927
22,545
(22,527)
530,614
(441,252)
(438,977)
(394,699)
(9,356)
(32,706)
(68,200)
6,268
5,041
5,069
(444,340)
(466,642)
(457,830)
650,000
(571,661)
(120,000)
(5,525)
1,784
—
(17,476)
45,000
—
2,958
(47,971)
(45,951)
—
(8,105)
—
(7,224)
(101,478)
(22,693)
258,270
78,275
14,979
63,296
$
336,545 $
78,275 $
—
(16,000)
35,400
—
2,290
(41,430)
(37,479)
(5,948)
(63,167)
9,617
53,679
63,296
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid during the year for interest, net of amount capitalized
$
48,508 $
54,277 $
56,306
Cash paid (received) for income taxes, net
Noncash investing and financing activities
Noncash additions from adoption of ASC 842
Purchased property and equipment in accounts payable
See accompanying Notes to Consolidated Financial Statements.
35 |
2021 ANNUAL REPORT
80,916
9,364
(11,433)
—
9,204
22,635
5,328
—
15,616
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
1. SIGNIFICANT ACCOUNTING POLICIES
Operations: Casey’s General Stores, Inc. and its subsidiaries (the Company/Casey’s) operate 2,243 convenience stores in
16 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000. Retail
revenue in 2021 by category are as follows: 55% fuel, 31% grocery and other merchandise, 13% prepared food and fountain,
and 1% other.
Principles of consolidation: The consolidated financial statements include the financial statements of Casey’s General
Stores, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in
consolidation.
Use of estimates: 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash equivalents: 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 and credit card, debit card and electronic benefits transfer
transactions that process within three days.
Receivables: Receivables is 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.
Inventories: Inventories, which consist of merchandise and fuel, are stated at the lower of cost or market. For fuel, 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 $93,158 and $87,546 at April 30, 2021 and 2020,
respectively. There were no material LIFO liquidations during the periods presented. Below is a summary of the inventory
values at April 30, 2021 and 2020:
Fuel
Merchandise
Total inventory
Years ended April 30,
2021
2020
$
$
63,018 $
223,580
286,598 $
33,695
202,312
236,007
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. Vendor rebates, including billbacks, are treated as a reduction in cost of goods sold and are recognized
primarily based on the purchase of product or shipment of product from the warehouse to the store, or sale of product to our
guests. These 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 recorded as a reduction in cost of goods sold in the period when the
Company commits to a price and agrees to sell the RIN. The Company does not record an asset on the balance sheet related to
RINs that have not been validated and contracted.
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.
2021 ANNUAL REPORT
| 36
Capitalized software implementation costs: The Company capitalizes expenditures related to the implementation of
software as incurred. These costs are expensed on a straight-line basis within operating expenses over the contractual life of the
contract with the related software provider. The useful lives utilized for capitalized software implementation costs range from
2-13 years. As of April 30, 2021 and April 30, 2020, the Company had recognized $42,881 and $38,593 of capitalized software
implementation costs, respectively. The outstanding balance is recognized in other assets on the consolidated balance sheets.
Goodwill: Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company
assesses impairment at least annually at year-end using a market based approach to establish fair value. All of the goodwill
assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the
stores. As of both April 30, 2021 and 2020, there was $161,075 of goodwill recognized. Management’s analysis of
recoverability completed as of the fiscal year-end indicated no evidence of impairment for the years ended April 30, 2021,
2020, and 2019.
Depreciation and amortization: Depreciation of property and equipment are computed using the straight-line method over
the following estimated useful lives:
Buildings
Machinery and equipment
Finance lease right-of-use assets
Leasehold improvements
25-40 years
5-40 years
Lesser of term of lease or life of asset
Lesser of term of lease or life of asset
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.
Store closings and asset impairment: 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 active marketing of 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 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
$3,846 in fiscal 2021, $1,177 in fiscal 2020, and $1,167 in fiscal 2019. Impairment charges are a component of operating
expenses.
Excise taxes: Excise taxes approximating $1,053,000, $1,063,000, and $988,000 on retail fuel sales are included in total
revenue and cost of goods sold for fiscal 2021, 2020, and 2019, respectively.
Income taxes: 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 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.
Revenue recognition: The Company recognizes retail sales of fuel, grocery and other merchandise, prepared food and
fountain 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 financial statements.
37 |
2021 ANNUAL REPORT
A portion of revenue from sales that include a redeemable digital box top coupon or 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 digital box
top coupon or points. The amounts related to redeemable digital box top coupons and points are deferred until their redemption
or expiration. Revenue related to the digital box top coupons and points issued is expected to be recognized less than one year
from the original sale to the guest. As of April 30, 2021 and April 30, 2020, the Company recognized a contract liability
of $30,719 and $11,180, respectively, related to the outstanding digital box top coupons and Casey's Rewards points, which is
included in other accrued expenses on the consolidated balance sheets.
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.
Net income per common share: 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 Team Member has met certain requirements in the award agreement. For
example, if retirement provisions are satisfied which allow a Team Member 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 stock options and unvested restricted stock units with time-based restrictions as potential common shares to the
extent they are dilutive. 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.
Asset retirement obligations: The Company recognizes the estimated future cost to remove underground storage tanks
over the estimated useful life of the storage tank. 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 amortizes 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 discounted liability was $24,411 and $22,658 at April 30, 2021 and 2020, respectively, and is recorded in other long-
term liabilities.
Self-insurance: 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 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 $50,526 and $44,959 for the years
ended April 30, 2021 and 2020, respectively. See additional discussion in Note 10.
Environmental remediation liabilities: 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.
Derivative instruments: There were no options or futures contracts as of or during the years ended April 30, 2021, 2020,
or 2019. From time to time, we participate in a forward buy of certain commodities - see further discussion in Note 9. These are
not accounted for as derivatives under the normal purchase and sale exclusions within the applicable accounting guidance.
Stock-based compensation: Stock-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. Additionally, certain awards include performance and market conditions. The
majority of performance-based awards are based on either the achievement of a three-year average return on invested capital
(ROIC) or a three-year cumulative earnings before interest, income taxes, depreciation, and amortization. For these awards,
stock-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 applicable peer group, the performance-based shares included will be adjusted downward by 25%,
or upward by 25%, respectively (the "TSR Modifier"). The market-based awards are achieved based on our relative
performance to a pre-determined peer group. The fair value of these awards is determined using a Monte Carlo simulation as of
2021 ANNUAL REPORT
| 38
the date of the grant. For market-based awards, the stock-based compensation expense will not be adjusted should the target
awards vary from actual awards.
Segment reporting: As of April 30, 2021, we operated 2,243 stores in 16 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 merchandise categories of fuel, grocery and
other merchandise, and prepared food and fountain because it makes it easier for us to discuss trends and operational initiatives
within our business and industry. Although we can separate revenues 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.
Recent accounting pronouncements:
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). As a result of this update, we recognized 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 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. In July 2018,
the FASB issued ASU 2018-10, Leases (Topic 842) - Codification Improvements which contains several FASB Codification
improvements for ASC Topic 842, including several implementation issues and ASU 2018-11, "Leases (Topic 842) - Targeted
Improvements" which provides entities with an additional transition method for implementing ASC Topic 842. This update
provided the option to apply the new standard at the adoption date, recognizing a cumulative-effect adjustment to the opening
balance of retained earnings along with the modified retrospective approach previously identified, both of which include a
number of practical expedients that companies may elect to apply. Under the cumulative-effect adjustment approach,
comparative periods would not be restated. Under the modified retrospective approach, leases are recognized and measured
under the noted guidance at the beginning of the earliest period presented. We adopted this guidance in the first quarter of fiscal
2020, using the modified retrospective approach and elected the cumulative-effect adjustment practical expedient. As a result of
the transition method selected, the Company did not restate previously reported comparable periods. Please refer to Note 7 for
additional information regarding ASC Topic 842.
In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud
Computing Arrangement That Is a Service Contract. This standard provides guidance on accounting for costs of
implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in the update
align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the
requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting
arrangements that include an internal-use software license. The Company early adopted this guidance retrospectively, in the
first quarter of fiscal 2019. The adoption did not have a material impact on our consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income
Taxes. The standard includes changes that eliminate certain exceptions related to the approach for intraperiod tax allocation and
the methodology for calculating income taxes in an interim period. It also simplifies aspects of the accounting for franchise
taxes, certain transactions that result in a step-up in the tax basis of goodwill, and enacted changes in tax laws or rates. The
Company is required to adopt this guidance in the first quarter of its fiscal 2022, with early adoption permitted. The Company
does not expect the adoption of this standard to have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. The standard included optional guidance for a limited period of time to help
ease the burden in accounting for the effects of reference rate reform. The new standard is effective for all entities through
December 31, 2022. The Company does not expect this standard to have a material impact on our consolidated financial
statements.
2. ACQUISITIONS
During the year ended April 30, 2021, the Company acquired 5 stores. Of the 5 stores acquired, 2 were re-opened as a
Casey's store during the 2021 fiscal year, and the remaining 3 will be opened during the 2022 fiscal year. The majority of these
acquisitions meet the criteria to be considered business combinations. The purchase price of the stores were valued using a
discounted cash flow model on a location by location basis. 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
39 |
2021 ANNUAL REPORT
using Level 3 inputs (see Note 3). 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.
No goodwill was recognized as the result of the current year acquisitions.
Allocation of the purchase price for the transactions in aggregate for the year ended April 30, 2021 is as follows (in
thousands):
Assets acquired:
Inventories
Property and equipment
Total assets
Liabilities assumed:
Accrued expenses
Total liabilities
Net tangible assets acquired
Goodwill
Total consideration paid
$
$
249
9,117
9,366
10
10
9,356
—
9,356
3. FAIR VALUE OF FINANCIAL INSTRUMENTS AND LONG-TERM DEBT
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.
Cash and cash equivalents, receivables, and accounts payable: The carrying amount approximates fair value due to the
short maturity of these instruments or the recent purchase of the instruments at current rates of interest.
Long-term debt and finance lease obligations: The fair value of the Company’s long-term debt and finance lease
obligations (including current maturities) is estimated based on the current rates offered to the Company for debt of the same or
similar issues. The fair value of the Company’s long-term debt and capital lease obligations was approximately $1,408,000 and
$1,341,000, respectively, at April 30, 2021 and 2020.
The carrying amount of the Company’s long-term debt and finance lease obligations by issuance is as follows:
2021 ANNUAL REPORT
| 40
Finance lease liabilities (Note 7)
5.22% Senior notes due August 9, 2020
3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending
June 15, 2028
3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and
ending December 18, 2028
3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May
2, 2031
3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending
October 28, 2031
3.51% Senior notes (Series E) due June 13, 2025
3.77% Senior notes (Series F) due August 22, 2028
2.85% Senior notes (Series G) due August 7, 2030
2.96% Senior notes (Series H) due August 6, 2032
Debt issuance costs
Less current maturities (1)
As of April 30,
2021
2020
$
$
14,085 $
16,746
—
569,000
150,000
150,000
50,000
50,000
50,000
50,000
50,000
150,000
250,000
325,000
325,000
(336)
1,363,749
2,354
1,361,395 $
$
50,000
150,000
250,000
—
—
—
1,285,746
571,244
714,502
(1)
Current maturities is presented gross in the table above, but net of unamortized debt issuance costs of $964 on
the consolidated balance sheets for the year ended April 30, 2020.
Interest expense is net of interest income of $168, $860, and $595 for the years ended April 30, 2021, 2020, and 2019,
respectively. Interest expense is also net of interest capitalized of $4,537, $5,258, and $3,057 during the years ended April 30,
2021, 2020, and 2019, respectively.
The agreements relating to the above long-term debt contain certain operating and financial covenants. At April 30, 2021,
the Company was in compliance with all such operating and financial covenants.
Listed below are the aggregate maturities of long-term debt, including finance lease obligations, for the 5 years
commencing May 1, 2021 and thereafter:
Years ended April 30,
2022
2023
2024
2025
2026
Thereafter
Senior Notes
Finance Leases
$
2,354 $
2,484
2,060
734
471
5,982
14,085 $
Senior Notes
Total
— $
20,000
32,000
32,000
192,000
1,074,000
1,350,000 $
2,354
22,484
34,060
32,734
192,471
1,079,982
1,364,085
$
On June 30, 2020, the Company entered into a note purchase agreement with respect to the issuance of $650,000
aggregate principal amount of senior notes, consisting of: (i) $325,000 aggregate principal amount of 2.85% Senior Notes,
Series G (the “Series G Notes”); and (ii) $325,000 aggregate principal amount of 2.96% Senior Notes, Series H (the “Series H
Notes”) (collectively, the “Notes”). The Notes were issued on August 7, 2020. The Series G Notes bear interest at the rate of
2.85% per annum, payable semi-annually on February 7 and August 7 of each year, and mature on August 7, 2030. The Series
H Notes bear interest at the rate of 2.96% per annum, payable semi-annually on February 7 and August 7 of each year, and
mature on August 6, 2032. The Company used a portion of the proceeds of the Notes to pay off the $569,000 5.22% senior
notes that matured on August 9, 2020.
Bridge Loan
41 |
2021 ANNUAL REPORT
On November 8, 2020, the Company entered into a commitment letter (“Commitment Letter”) with Goldman Sachs Bank
USA (“Goldman”), pursuant to which Goldman committed to lend the Company up to $100 million under a new senior
unsecured 364-day bridge loan facility (the “Bridge Loan”). As a result of, and concurrent with the effectiveness of the second
amendment of the Credit Agreement discussed below, the commitments under the Commitment Letter were reduced, and are
now expired, in accordance with the terms thereof.
Credit Agreement
As noted above, on December 23, 2020, the Company entered into a second amendment (“the Amendment”) to its
existing credit agreement dated January 11, 2019, as amended June 30, 2020 (together with the Amendment, the “Credit
Agreement”) to: (a) increase the revolving commitments thereunder to an aggregate principal amount of $450 million (the
“Revolving Facility Increase”, and together with the existing revolving commitments the “Revolving Facility”); and (b) provide
for a senior unsecured delayed-draw term loan facility in an aggregate principal amount of up to $300 million (the “Term Loan
Facility”).
Revolving Facility Increase: The Amendment increased the total borrowing capacity under the Revolving Facility by an
aggregate principal amount of $150 million, from $300 million to $450 million. The maturity date of the Revolving Facility
remains unchanged, at January 11, 2024. Amounts borrowed under the Revolving Facility bear interest at variable rates based
upon, at the Company’s option, either: (a) the LIBO Rate adjusted for statutory reserve requirements (but no less than 0.75%)
(the “Adjusted LIBO Rate”), plus a margin ranging from 1.05% to 1.85%; or (b) an alternate base rate, which is the higher of (i)
the prime rate announced by the Administrative Agent, (ii) the federal funds rate plus 1/2 of 1.00%, and (iii) the one-month
LIBO Rate plus 1.00% (as applicable, the “ABR Rate”), plus a margin ranging from 0.05% to 0.85%. The Revolving Facility
also carries a facility fee of 0.20% to 0.40% per annum. The applicable margins and facility fee are dependent upon the
Company’s Consolidated Leverage Ratio, as calculated quarterly in accordance with the Credit Agreement (the “Consolidated
Leverage Ratio”). The Company had $0 and $120,000 outstanding under the line of credit at April 30, 2021 and 2020,
respectively.
Term Loan Facility: The Amendment also provides for a new senior unsecured delayed-draw term loan facility in an
aggregate principal amount of up to $300 million. The Term Loan Facility has a maturity date of January 6, 2026 (the “Term
Loan Maturity Date”) and its proceeds may be used to finance the acquisition of Buchanan Energy (see additional discussion at
Note 11), as well as working capital needs, capital expenditures, share repurchases and general corporate purposes.
Amounts borrowed under the Term Loan Facility will bear interest at variable rates based upon, at the Company’s option,
either: (i) the Adjusted LIBO Rate, plus a margin ranging from 1.55% to 2.60%; or (ii) the ABR Rate, plus a margin ranging
from 0.20% to 1.60%. The Term Loan Facility also carries a facility fee of 0.20% to 0.40% per annum. The applicable margins
and facility fee are dependent upon the Consolidated Leverage Ratio.
The outstanding principal balance of the loan drawn 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 following its funding date, with the balance due on the Term Loan Maturity Date. The Company had not yet drawn
on the Term Loan Facility as of April 30, 2021. Subsequent to fiscal 2021, the Company drew $300 million on the Term Loan
Facility to partially fund the Buchanan Energy acquisition - refer to Note 11 for additional details.
Bank Line
The Company has an unsecured bank line of credit (the "Bank Line") with availability up to $25,000. 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 (the “Index”). The interest rate to be applied to the unpaid principal balance of
the Bank Line was at a rate of 1.0% over the Index. There was $0 outstanding at April 30, 2021 and 2020. The Bank Line is
due upon demand.
4. PREFERRED AND COMMON STOCK
Preferred stock: The Company has 1,000,000 authorized shares of preferred stock, of which 250,000 shares have been
designated as Series A Serial Preferred Stock. No shares have been issued.
Common stock: The Company currently has 120,000,000 authorized shares of common stock.
2021 ANNUAL REPORT
| 42
Stock incentive plans: The 2018 Stock Incentive Plan (the “2018 Plan”) was approved by the Company's shareholders on
September 5, 2018 ("the "2018 Plan Effective Date"). The 2018 Plan replaced the 2009 Stock Incentive Plan (the "2009 Plan")
under which no new awards are allowed to be granted as of the 2018 Plan Effective Date.
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. There were 2,211,232
shares available for grant at April 30, 2021, under the 2018 Plan.
We account for stock-based compensation by estimating the grant date fair value of stock options using the Black Scholes
model, and the 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. For market-based awards, we use a "Monte Carlo" approach to estimate the value of the
awards, which simulates the prices of the Company’s and each member of the performance peer groups' common stock price at
the end of the relevant performance period, taking into account volatility and the specifics surrounding each total shareholder
return metric under the relevant plan. 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 and/or non-employee member of the Board.
43 |
2021 ANNUAL REPORT
The following table summarizes the equity-related grants made during the three-year period ended April 30, 2021:
Date of Grant
Type of Grant
Shares Granted
Recipients
Vesting Date
Fair Value at
Grant Date
May 24, 2018
June 8, 2018
September 5, 2018
June 4, 2019
June 4, 2019
June 24, 2019
Restricted Stock
Units
Restricted Stock
Units (1)
Restricted Stock
Units
Restricted Stock
Units
Restricted Stock
Units (1)
Restricted Stock
Units (2)
88,846 Key Employees
88,846 Key Employees
88,846 Key Employees
May 24, 2021
May 24, 2021
May 24, 2021
75,402 Officers
75,402 Officers
7,984
Non-Employee
Board Members
June 8, 2021
2019 Annual
Shareholders'
Meeting Date
75,959 Key Employees
75,959 Key Employees
75,959 Key Employees
June 4, 2022
June 4, 2022
June 4, 2022
59,579 Officers
59,579 Officers
June 4, 2022
32,786 CEO
32,786 CEO
Various (2)
September 4, 2019 Restricted Stock
Units
5,504 Non-Employee
Board Members
2020 Annual
Shareholders'
Meeting Date
$8,593
$7,571
$920
$9,886
$9,097
$5,700
$919
$788
December 23, 2019
Restricted Stock
Units (3)
Fiscal 2020 -
Various
Restricted Stock
Units (4)
Fiscal 2020 -
Various
Restricted Stock
Units (5)
5,000 CEO
5,000 CEO
Various (3)
8,444 Officers
8,444 Officers
Various (4)
$1,368
1,763 Officers
1,763 Officers
Various (5)
$354
Fiscal 2021 -
Various
Restricted Stock
Units
80,050 Key Employees
80,050 Key Employees
Vests ratably on
anniversary date
over three-year
period
$13,417
Fiscal 2021 -
Various
Restricted Stock
Units (6)
94,756 Officers
94,756 Officers
Various (6)
$17,856
September 2, 2020
Restricted Stock
Units
5,240
Non-Employee
Board Members
2021 Annual
Shareholders'
Meeting Date
$951
Fiscal 2021 -
Various
Restricted Stock
Units (7)
29,890
Key Employees
and Officers
Various (7)
$5,153
(1) This grant of restricted stock units ("RSUs") includes time-based, performance-based and market-based awards. 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". Total performance-
6.9 million for the 2019 grant (compared to a grant date
for the 2018 grant and $6.9 million for the 2019 grant (compared to a grant date
based expense of approximately $4.2 million
based expense of approximately $
based expense of approximately $
fair value of $2.8 million and $3.4 million, respectively), will be recognized on a straight-line basis over the vesting period,
subject to acceleration for retirement provisions. The market-based awards incorporate market conditions in determining fair
value as of the grant date, and will also range from 0% to 200% of "target". Total market-based expense of approximately $2.6
million for the 2018 grant and $3.1 million for the 2019 grant, will be recognized on a straight-line basis over the vesting
period, subject to acceleration for retirement provisions.
4.2 million for the 2018 grant and $
(2) This grant of RSUs includes time-based awards that vest ratably on each June 24, 2020 through 2022, along with a market-
based award vesting June 24, 2022. The market-based award incorporates market conditions in determining fair value on the
grant date and will range from 0% to 200% of target. Total market-based expense of approximately $1.8 million will be
recognized on a straight-line basis over the vesting period.
2021 ANNUAL REPORT
| 44
(3) This grant of RSUs includes performance-based awards which are calculated based upon targets achieved over a
performance period of January 1, 2020 to December 31, 2020. If the performance targets are met, the units vest ratably on
each January 15, 2021 through 2023.
(4) These grants of RSUs were issued to various officers throughout the fiscal year. The grants were comprised of time-based
awards and vest in accordance with the vesting schedules in the award agreements, ranging from January 2021 to January
2023.
(5) These grants of RSUs were issued to various officers throughout the fiscal year. The grants include time-based,
performance-based and market-based awards. 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". Total performance-based expense of approximately $310 (compared to a grant date fair value of
$177) will be recognized on a straight-line basis over the vesting period. The market-based awards incorporate market
conditions in determining fair value as of the grant date, and will also range from 0% to 200% of "target". Total market-based
expense of approximately $177 will be recognized on a straight-line basis over the vesting period.
(6) These grants of RSUs were issued to officers throughout the year. The grants include time-based awards and performance-
based awards. The time-based awards 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". In addition,
the performance-based award is subject to the TSR Modifier. Total performance-based expense of approximately $24.1 million
(compared to a grant date fair value of $13.9 million) will be recognized on a straight-line basis over the vesting period,
subject to acceleration for retirement provisions.
(7) These grants of RSUs were issued to officers and key employees throughout the year. The grants includes primarily time-
based awards, as well as a performance-based award. The time-based awards vest in accordance with the vesting schedules in
the award agreements, ranging from June 2021 to June 2023. The grant also includes one performance-based award that
represents 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 the “target". In addition, the performance-based award is
subject to the TSR Modifier. Total performance-based expense of approximately $2.2 million (compared to a grant date fair
value of $1.3 million) will be recognized on a straight-line basis over the vesting period, subject to acceleration for retirement
provisions.
At April 30, 2021, stock options for 3,000 shares (which expire on June 23, 2021) were outstanding. All stock option
shares issued are previously unissued authorized shares. Information concerning the issuance of stock options under the 2009
Plan is presented in the following table (no stock option awards have been granted under the 2018 Plan):
Outstanding at April 30, 2018
Exercised
Forfeited
Outstanding at April 30, 2019
Exercised
Outstanding at April 30, 2020
Exercised
Outstanding at April 30, 2021
Number
of option shares
Weighted
average option
exercise price
181,673 $
(71,546)
(300)
109,827 $
(66,638)
43,189 $
(40,189)
3,000 $
39.48
32.02
25.26
44.39
44.39
44.39
44.39
44.39
At April 30, 2021, all outstanding options had an aggregate intrinsic value of $533 and a remaining contractual life of
0.17 years. The weighted average exercise price for all remaining outstanding options is $44.39. All options are vested as of
April 30, 2021. The aggregate intrinsic value for the total of all options exercised during the year ended April 30, 2021 was
$5,297.
Information concerning the issuance of restricted stock units under the 2018 Plan and the 2009 Plan is presented in the
following table:
45 |
2021 ANNUAL REPORT
Unvested at April 30, 2018
Granted
Vested
Forfeited
Performance Award Adjustments
Unvested at April 30, 2019
Granted
Vested
Forfeited
Performance Award Adjustments
Unvested at April 30, 2020
Granted
Vested
Forfeited
Performance Award Adjustments
Unvested at April 30, 2021
338,981
172,232
(104,166)
(10,530)
(7,717)
388,800
189,035
(108,484)
(25,146)
29,594
473,799
209,936
(154,842)
(12,275)
130,302
646,920
Total compensation costs recorded for employees and non-employee board members for the stock options, restricted
stock, and restricted stock unit awards for the years ended April 30, 2021, 2020 and 2019 were $31,986, $18,129, and $16,410,
respectively. As of April 30, 2021, there was $36,717 of total unrecognized compensation costs related to the 2018 Plan and
2009 Plan for costs related to restricted stock units which are expected to be recognized ratably through fiscal 2023.
During the fourth quarter of the fiscal year ended April 30, 2017, the Company began a share repurchase program,
wherein the Company was authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common
stock. The share repurchase authorization was valid for a period of two years. From its inception on March 9, 2017, through
May 2018, the company completed the $300 million authorization by repurchasing 2,794,192 shares of its common stock.
In March 2018, the Company announced a second share repurchase program with an aggregate $300 million share
repurchase program. The share repurchase authorization was valid for a period of two years. On March 6, 2020, the
authorization was extended through the end of the Company’s 2022 fiscal year. The timing and number of repurchase
transactions under the program depends on a variety of factors including, but not limited to, market conditions, corporate
considerations, business opportunities, debt agreements, and regulatory requirements. The program can be suspended or
discontinued at any time. No repurchases were made on that program in fiscal 2021.
5. NET INCOME PER COMMON SHARE
Computations for basic and diluted earnings per common share are presented below:
Basic
Net income
Weighted average shares outstanding-basic
Basic earnings per common share
Diluted
Net income
Weighted-average shares outstanding-basic
Plus effect of stock options and restricted stock units
Weighted-average shares outstanding-diluted
Diluted earnings per common share
Years ended April 30,
2021
2020
2019
$
$
$
312,900 $
263,846 $
37,092,273
36,956,115
8.44 $
7.14 $
312,900 $
263,846 $
37,092,273
263,865
37,356,138
36,956,115
229,713
37,185,828
$
8.38 $
7.10 $
203,886
36,709,940
5.55
203,886
36,709,940
265,447
36,975,387
5.51
There were no options considered antidilutive; therefore, all options were included in the computation of dilutive
earnings per share for fiscal 2021, 2020, and fiscal 2019, respectively.
2021 ANNUAL REPORT
| 46
6. INCOME TAXES
Income tax expense attributable to earnings consisted of the following components:
Current tax expense:
Federal
State
Deferred tax expense
Total income tax expense
Years ended April 30,
2021
2020
2019
$
73,950 $
16,397
90,347
4,123
$
94,470 $
22,182
6,210
28,392
49,810
78,202
10,326
3,853
14,179
45,337
59,516
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax
liabilities were as follows:
Deferred tax assets:
Accrued liabilities and reserves
Workers compensation
Operating and finance lease obligations
Asset retirement obligations
Deferred compensation
Equity compensation
State net operating losses & tax credits
Other
Total gross deferred tax assets
Less valuation allowance
Total net deferred tax assets
Deferred tax liabilities:
Property and equipment depreciation
Goodwill
Other
Total gross deferred tax liabilities
Net deferred tax liability
$
As of April 30,
2021
2020
29,583 $
9,000
9,186
6,294
4,221
9,131
928
3,068
71,411
—
71,411
12,423
8,303
10,006
5,881
3,781
7,083
424
1,745
49,646
47
49,599
(484,065)
(27,047)
(20)
(511,132)
(439,721)
(460,805)
(24,348)
(44)
(485,197)
(435,598)
$
At April 30, 2021, the Company had net operating loss carryforwards for state income tax purposes of approximately
$67,399, which are available to offset future state taxable income. The state net operating loss carryforwards begin to expire in
2029. In addition, the Company had state tax credit carryforwards of approximately $984, which begin to expire in 2026.
The valuation allowance for state net operating loss deferred tax assets as of April 30, 2021 and 2020 was $0 and $47,
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.
47 |
2021 ANNUAL REPORT
Income taxes at the statutory rates
Impact of Tax Reform Act
Federal tax credits
State income taxes, net of federal tax benefit
Impact of phased-in state law changes, net of federal benefit
ASU 2016-09 benefit (stock-based compensation)
Other
2021
Years ended April 30,
2020
2019
21.0 %
— %
(1.5) %
3.5 %
— %
(0.6) %
0.8 %
23.2 %
21.0 %
— %
(1.9) %
4.0 %
(0.2) %
(0.5) %
0.5 %
22.9 %
21.0 %
0.4 %
(2.3) %
4.3 %
(1.8) %
(0.6) %
1.6 %
22.6 %
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 $9,316 and $8,907 in gross unrecognized tax benefits at April 30, 2021 and 2020, respectively, which is recorded in
other long-term liabilities in the consolidated balance sheet. Of this amount, $7,360 represents the amount of unrecognized tax
benefits that, if recognized, would impact our effective tax rate. Unrecognized tax benefits increased $409 during the twelve
months ended April 30, 2021, due primarily to the increase associated with income tax filing positions for the current year
exceeding the decrease related to the expiration of certain statute of limitations.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Beginning balance
Additions based on tax positions related to current year
Reductions due to lapse of applicable statute of limitations
Ending balance
2021
2020
$
$
8,907 $
2,356
(1,947)
9,316 $
7,287
2,780
(1,160)
8,907
The total net amount of accrued interest and penalties for such unrecognized tax benefits was $370 and $354 at April 30,
2021 and 2020, 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, 2021 and 2020 was an increase in tax expense of $16 and $112,
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 2015 and forward. Tax years 2012 and forward are subject to audit
by state tax authorities depending on open statute of limitations waivers and the tax code of each state.
7. LEASES
The Company is a lessee in situations where we lease property and equipment, most commonly land or building, 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 ASC 842 - Leases. 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 the operating lease
liability in accrued expenses and other long-term liabilities and records the finance lease liability within current maturities of
long-term debt and long-term debt and finance lease obligations on the consolidated balance sheets. We have elected to adopt
2021 ANNUAL REPORT
| 48
the package of practical expedients, as well as the land easement practical expedient. All lessor related activity is considered
immaterial to the consolidated financial statements.
The leases initially recorded under ASC 842 were recognized, at the time of adoption, at an amount equal to the present
value of the lease payments using the incremental borrowing rate of debt based upon the remaining term of the lease. 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 the incremental borrowing rate of debt
based on the term of the lease.
The Company also has options to renew or extend the current lease arrangement on many of our leases. In these
situations, if it was reasonably certain the lease would be extended, we have included those extensions within the remaining
lease payments at the time of measurement.
Lease right-of-use assets outstanding as of April 30, 2021 and 2020 consisted of the following:
Finance lease right-of-use assets
Property and equipment
Operating lease right-of-use assets
Other assets
$
$
11,711 $
20,145 $
14,583
21,143
Classification
April 30, 2021
April 30, 2020
Weighted average remaining lease terms, weighted average discount rates, and supplementary cash flow information for
outstanding leases were as follows:
Weighted-average remaining lease-term - finance lease
Weighted-average remaining lease-term - operating lease
Weighted-average discount rate - finance lease
Weighted-average discount rate - operating lease
April 30, 2021
April 30, 2020
10.9
20.4
5.38 %
4.42 %
10.9
20.4
5.34 %
4.25 %
Right-of-use assets obtained in exchange for new finance lease liabilities
Right-of-use assets obtained in exchange for new operating lease liabilities
$
$
—
1,109
$
$
1,520
2,840
Future minimum payments under the finance leases and operating leases with initial or remaining terms of one year or
more consisted of the following at April 30, 2021:
Years ended April 30,
Finance leases
Operating leases
2022
2023
2024
2025
2026
Thereafter
Total minimum lease payments
Less amount representing interest
$
3,110 $
3,116
2,565
1,167
872
9,893
20,723
6,638
Present value of net minimum lease payments
$
14,085 $
1,794
1,693
1,658
1,663
1,679
25,575
34,062
12,997
21,065
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 $51.4 million of taxable industrial development
revenue bonds for the purpose of acquiring, constructing, improving, purchasing, equipping and installing a warehouse and
distribution facility, which is to be developed and used by the Company. As title transfers to Joplin throughout development
and the Company subsequently leases the related asset from Joplin, we have accounted for the transaction under the sale-and-
leaseback guidance included in ASC 842-40. 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
49 |
2021 ANNUAL REPORT
any obligations to make payments under the lease, with proceeds due from the industrial revenue bonds. As of April 30, 2021,
we have recognized the full amount of bonds available as property and equipment on the consolidated balance sheets related to
this agreement.
8. BENEFIT PLANS
401(k) Plan: The Company provides Team Members with a defined contribution 401(k) Plan. The 401(k) Plan is
Team Members who meet minimum age and service requirements. The Company contributions consist of
available to all 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
matching amounts in Company stock and are allocated based on Team Member contributions. Contributions to the 401(k) Plan
were $10,382
$10,571, and $9,918 for the years ended April 30, 2021, 2020, and 2019, respectively.
$10,382, $10,571, and $9,918 for the years ended April 30, 2021, 2020, and 2019, respectively.
On April 30, 2021 and 2020, 909,161 and 1,113,882 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.
Supplemental executive retirement plan: The Company has a nonqualified supplemental executive retirement plan
(SERP) for two of its former executive officers, one of whom retired April 30, 2003 and the other on April 30, 2008. The SERP
provides for the Company to pay annual retirement benefits, up to 50% of base compensation until death of the officer. If death
occurs within twenty years of retirement, the benefits become payable to the officer’s spouse (at a reduced level) until the
spouse’s death or twenty years from the date of the officer’s retirement, whichever comes first. The Company recorded the
deferred compensation over the term of employment. The amounts accrued at April 30, 2021 and 2020, respectively, were
$2,866 and $3,434. The discount rates were based off of the Company's incremental borrowing rate, and ranged from 1.36% to
2.52% for the year ended April 30, 2021. The discount rates used for the year ended April 30, 2020 ranged from 2.04% to
2.44%. The Company expects to pay $637 per year for each of the next two years, and $354 in the third through fifth years.
The expense incurred in fiscal 2021, 2020, and 2019 related to those agreements was $67, $269, and $221, respectively.
Other post-employment benefits: The Company also has severance and/or deferred compensation agreements with former
Team Members. The amounts accrued at April 30, 2021 and 2020 were $2,326 and $3,793, respectively. The Company expects
to pay $401 in fiscal 2022 and each of the four years thereafter under the agreements. The expense (benefit received) incurred
in fiscal 2021, 2020, and 2019 related to these agreements was $44, $2,727, and $(97), respectively.
9. COMMITMENTS
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, exclusive of incentive payments. The Company
also has entered into change of control agreements with its Chief Executive Officer and 25 other officers, providing for certain
payments in the event of termination in connection with a change of control of the Company.
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. While volume commitments are
included in the contracts, we do not have a history of incurring material penalties related to these provisions. These contracts
are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.
We have entered into forward contracts for cheese in order to fix the price per pound for a portion of our expected supply.
As of April 30, 2021, the forward contracts run through May 2021. The monthly commitment under these contracts is
approximately $3,900. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under
derivative accounting.
10. CONTINGENCIES
Environmental compliance: The United States Environmental Protection Agency and several states have adopted laws
and regulations relating to underground storage tanks used for petroleum products. Several 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, 2021 and 2020 of approximately $368 and $328, 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
2021 ANNUAL REPORT
| 50
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.
Legal matters: 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.
Other: At April 30, 2021, the Company was primarily self-insured for workers’ compensation claims in all but two states
of its marketing 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 $1,000 for auto liability and $500 for general
liability and workers' compensation. To facilitate this agreement, letters of credit approximating $24,000 and $21,526 were
issued and outstanding at April 30, 2021 and 2020, respectively, on the insurance company’s behalf. Additionally, the Company
is self-insured for its portion of Team Member medical expenses. At April 30, 2021 and 2020, the Company had $50,526 and
$44,959, respectively, outstanding for estimated claims relating to self-insurance, the majority of which has been actuarially
determined.
11. SUBSEQUENT EVENTS
On May 13, 2021, the Company closed on the acquisition of Buchanan Energy, owner of Bucky’s Convenience Stores, an
equity purchase with an aggregate purchase price of approximately $580 million, subject to customary post-closing
adjustments. The transaction includes 92 retail locations, a dealer network of 81 stores where Casey’s will manage fuel supply
agreements to these stores, as well as several parcels of real estate which may be used for new store construction. The
acquisition, which includes 24 stores in Nebraska, 56 stores in Illinois, 5 stores in Iowa, 3 stores in Missouri and 4 stores in
Texas, brings the Company’s total owned and operated stores to over 2,300.
The Buchanan Energy acquisition was financed with a $300 million unsecured term loan under the Credit Facility and
cash on hand. The outstanding principal balance of the term loan 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
following its funding date, with the remaining unpaid principal balance due on January 26, 2026. For further information on the
term loan, see Note 3 to the consolidated financial statements, above.
During June 2021, the Company closed on the acquisition of 48 stores located in Oklahoma from Circle K for an
aggregate purchase price of $36.1 million, subject to customary post-closing adjustments. The transaction was financed with a
draw on the revolving credit line under the Credit Facility.
Due to the proximity of the aforementioned acquisitions to the filing of our Form 10-K , we have not yet completed the
accounting for the business combinations, including the opening balance sheet. Accordingly, the Company is unable to provide
amounts recognized as of the acquisition dates for major classes of assets and liabilities. Moreover, we are unable to provide
pro-forma financial information related to the combined entity. This information, at least on a provisional basis, will be
available in the Form 10-Q to be filed for the quarter ended July 31, 2021.
51 |
2021 ANNUAL REPORT
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a)
Evaluation of disclosure controls and procedures.
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, 2021.
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.
(b)
Management's Report on Internal Control over Financial Reporting.
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, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). On the basis of the
prescribed criteria, management concluded that the Company's internal control over financial reporting was effective as of April
30, 2021.
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 31.
(c)
Changes in Internal Control over Financial Reporting.
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.
(d)
Other.
The Company does not expect that our disclosure controls and procedures or our internal control over financial reporting
will prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations on all internal control systems, our internal control system can provide only
reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control
issues and occurrences of fraud, if any, within the Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of internal control is also based in part upon certain assumptions
about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in
2021 ANNUAL REPORT
| 52
achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes
in circumstances, or the degree of compliance with the policies and procedures may deteriorate.
ITEM 9B. OTHER INFORMATION
Not applicable.
53 |
2021 ANNUAL REPORT
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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”, "Nominating and
Corporate Governance Committee", and "Audit Committee", as filed with the Commission pursuant to Regulation 14A within
120 days after April 30, 2021, and used in connection with the Company’s 2021 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 Business Conduct
and Ethics) for its directors, officers, and all Team Members. The Financial Code of Ethics, the Code of Business 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 an amendment or waiver to the Financial Code of Ethics or the Code of
Business 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 Business 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.
ITEM 11. EXECUTIVE COMPENSATION
That portion of the Company’s definitive Proxy Statement appearing under the caption "Compensation Discussion and
Analysis", "Compensation Committee Report", "Compensation Committee", “Executive Compensation,” "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, 2021, and used in
connection with the Company’s 2021 Annual Meeting of Shareholders is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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, 2021, and used in
connection with the Company’s 2021 Annual Meeting of Shareholders are hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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, 2021, and used in connection with the Company’s
2021 Annual Meeting of Shareholders is hereby incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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, 2021, and used
in connection with the Company’s 2021 Annual Meeting of Shareholders is hereby incorporated by reference.
2021 ANNUAL REPORT
| 54
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as a part of this report on Form 10-K:
a.
The following financial statements are included herewith:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets, April 30, 2021 and 2020
Consolidated Statements of Income, Three Years Ended April 30, 2021
Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, 2021
Consolidated Statements of Cash Flows, Three Years Ended April 30, 2021
Notes to Consolidated Financial Statements
(2)
No schedules are included because the required information is inapplicable or is presented in the consolidated
financial statements or related notes thereto.
(3)
The following exhibits are filed as a part of this report:
Exhibit
Number
2.1
2.2
2.3
3.1
Description of Exhibits
Equity Purchase Agreement by and among Buck’s, Inc., Chicago SPE (N), Inc., Buchanan Energy (N), LLC,
Equity Purchase Agreement by and among Buck’s, Inc., Chicago SPE (N), Inc., Buchanan Energy (N), LLC,
Buchanan Energy (S), LLC, Buck’s Inc. of Collinsville, and C.T. Jewell Company, Inc., and Buck’s Intermediate
Buchanan Energy (S), LLC, Buck’s Inc. of Collinsville, and C.T. Jewell Company, Inc., and Buck’s Intermediate
Buchanan Energy (S), LLC, Buck’s Inc. of Collinsville, and C.T. Jewell Company, Inc., and Buck’s Intermediate
Buchanan Energy (S), LLC, Buck’s Inc. of Collinsville, and C.T. Jewell Company, Inc., and Buck’s Intermediate
Holdings, LLC; Buck’s Holdco, Inc., Steven Buchanan and certain other shareholders and members; and Casey’s
Holdings, LLC; Buck’s Holdco, Inc., Steven Buchanan and certain other shareholders and members; and Casey’s
General Stores, Inc., dated November 8, 2020
General Stores, Inc., dated November 8, 2020 (incorporated by reference to Exhibit 2.1 to Form 8-K as filed
November 13, 2020)
Amendment to Equity Purchase Agreement, dated April 21, 2021
Amendment to Equity Purchase Agreement, dated April 21, 2021 (incorporated by reference to Exhibit 2.1 to
Amendment to Equity Purchase Agreement, dated April 21, 2021
Amendment to Equity Purchase Agreement, dated April 21, 2021
Form 8-K as filed April 29, 2021)
Asset Purchase Agreement by and among Casey’s Marketing Company and Circle K Stores Inc., dated March 17,
Asset Purchase Agreement by and among Casey’s Marketing Company and Circle K Stores Inc., dated March 17,
Asset Purchase Agreement by and among Casey’s Marketing Company and Circle K Stores Inc., dated March 17,
Asset Purchase Agreement by and among Casey’s Marketing Company and Circle K Stores Inc., dated March 17,
2021 (incorporated by reference to Exhibit 2.1 to Form 8-K as filed March 22, 2021)
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)
3.2(a)
Sixth-Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2(a) to Form 8-K filed December 7,
2020)
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Note Purchase Agreement dated August 9, 2010 among the Company and the purchasers of the 5.22% Senior
Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed August 10, 2010)
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)
First Amendment to the 2013 Note Purchase Agreement, dated June 30, 2020 (incorporated by reference to
Exhibit 4.2 to Form 8-K as filed July 7, 2020)
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)
First Amendment to the 2016 Note Purchase, dated June 30, 2020 (incorporated by reference to Exhibit 4.3 to
Form 8-K as filed July 7, 2020)
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)
First Amendment to the 2017 Note Purchase Agreement, dated June 30, 2020 (incorporated by reference to
Exhibit 4.4 to Form 8-K as filed July 7, 2020)
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)
Description of Securities Registered Under Section 12 of the Exchange Act
55 |
2021 ANNUAL REPORT
10.1
10.2
10.3
10.4
10.5
10.6
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
Promissory Note delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated January 11, 2019
(incorporated by reference to exhibit 10.28(d) to Form 8-K as filed January 17, 2019)
Credit Agreement dated January 11, 2019, among Casey's General Stores, Inc. as borrower, and Royal Bank of
Canada, as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated
by reference to Exhibit 10.28 (e) to Form 8-K as filed January 17, 2019)
Amendment No. 1 to Credit Agreement, dated June 30, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-
K as filed July 7, 2020)
Amendment No. 2 to Credit Agreement, dated December 23, 2020 (incorporated by reference to Exhibit 10.1 to
Form 8-K as filed December 31, 2020)
Amendment No. 3 to Credit Agreement, dated March 12, 2021 (incorporated by reference to Exhibit 10.1 to Form
8-K as filed March 22, 2021)
364-Day Bridge Loan Facility Commitment Letter with Goldman Sachs Bank USA, dated November 8, 2020
364-Day Bridge Loan Facility Commitment Letter with Goldman Sachs Bank USA, dated November 8, 2020
364-Day Bridge Loan Facility Commitment Letter with Goldman Sachs Bank USA, dated November 8, 2020
364-Day Bridge Loan Facility Commitment Letter with Goldman Sachs Bank USA, dated November 8, 2020
(incorporated by reference to Exhibit 10.1 to Form 8-K as filed November 13, 2020)
Form of Change of Control Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December
19, 2019)
Non-Qualified Supplemental Executive Retirement Plan and Amendment thereto (incorporated by reference to
Exhibit 10.30 to Form 10-K as filed June 29, 2018)
Non-Qualified Supplemental Executive Retirement Plan Trust Agreement with UMB Bank, n.a. (incorporated by
reference to Exhibit 10.31 to Form 8-K as filed November 10, 1997)
Executive Nonqualified Excess Plan Document and related Adoption Agreement dated September 25, 2015
(incorporated by reference to Exhibit 10.7 to Form 10-K as filed June 26, 2020)
Casey’s General Stores, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.41 to Form 8-K as
filed September 23, 2009)
Form of Stock Option Grant under 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.41(a) to
Form 8-K filed June 27, 2011)
Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2009 Stock Incentive Plan
(incorporated by reference to Exhibit 99.2 to Form 8-K as filed July 19, 2017)
Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2009 Stock
Incentive Plan (incorporated by reference to Exhibit 99.1 to Form 8-K as filed July 19, 2017)
Employment Agreement with Robert J. Myers and Amendment and Second Amendment thereto (incorporated by
reference to Exhibit 10.39 to Form 10-K as filed June 29, 2018)
Separation and General Release Agreement, dated May 31, 2019, between the Company and Terry W. Handley
(incorporated by reference to Exhibit 10.2 to Form 8-K filed June 6, 2019)
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)
Casey's General Stores, Inc. 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.43 to Form 8-K as
filed September 10, 2018)
Form of Restricted Stock Units Agreement for Non-Employee Directors under 2018 Stock Incentive Plan
(incorporated by reference to Exhibit 99.1 to Form 8-K as filed September 10, 2018)
Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock
Incentive Plan (FY20 Awards) (incorporated by reference to Exhibit 10.45 to Form 10-Q as filed September 9,
2019)
2021 ANNUAL REPORT
| 56
10.23*
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
10.30*
10.31*
10.32*
10.33*
10.34*
21
23.1
31.1
31.2
32.1
32.2
Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock
Incentive Plan (FY21 Awards) (incorporated by reference to Exhibit 10.32 to Form 10-Q as filed September 8,
2020)
Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY21
Awards) (incorporated by reference to Exhibit 10.33 to Form 10-Q as filed September 8, 2020)
Restricted Stock Units Agreement (Make-Whole Award to Darren M. Rebelez) and Award Summary under 2018
Stock Incentive Plan (incorporated by reference to Exhibit 10.46 to Form 10-Q as filed September 9, 2019)
Performance-Based Restricted Stock Units Agreement (Special Strategic Grant to Darren M. Rebelez) and Award
Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as filed
December 26, 2019)
Restricted Stock Units Agreement (Make-Whole Award to Thomas P. Brennan) under 2018 Stock Incentive Plan
(incorporated by reference to Exhibit 10.53 to Form 10-Q as filed March 9, 2020)
Restricted Stock Units Agreement (Make-Whole Award to Chad Frazell) under 2018 Stock Incentive Plan
(incorporated by reference to Exhibit 10.54 to Form 10-Q as filed March 9, 2020)
Restricted Stock Units Agreement (Sign-On Award to Stephen P. Bramlage, Jr.) and Award Summary under 2018
Stock Incentive Plan (incorporated by reference to Exhibit 10.27 to Form 10-Q as filed September 8, 2020)
Restricted Stock Units Agreement (Make-Whole Award to Ena Williams Koschel) under 2018 Stock Incentive
Plan (incorporated by reference to Exhibit 10.29 to Form 10-Q as filed September 8, 2020)
Restricted Stock Units Agreement (Make-Whole Award to Adrian M. Butler) under 2018 Stock Incentive Plan
(incorporated by reference to Exhibit 10.30 to Form 10-Q as filed September 8, 2020)
Restricted Stock Units Agreement (Special Performance Award to Jay Soupene) under 2018 Stock Incentive Plan
(incorporated by reference to Exhibit 10.31 to Form 10-Q as filed September 8, 2020)
Restricted Stock Units Agreement (Special Performance Award to Brian Johnson)
Restricted Stock Units Agreement (Special Performance Award to Brian Johnson) under 2018 Stock Incentive
Plan (incorporated by reference to Exhibit 10.36 to Form 10-Q as filed March 8, 2021)
Casey's General Stores, Inc. Officer Severance Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as
filed September 9, 2019)
Subsidiaries of Casey’s General Stores, Inc.
Consent of Independent Registered Public Accounting Firm
Certificate of Darren M. Rebelez under Section 302 of Sarbanes-Oxley Act of 2002
Certificate of Stephen P. Bramlage Jr. under Section 302 of Sarbanes-Oxley Act of 2002
Certificate of Darren M. Rebelez under Section 906 of Sarbanes-Oxley Act of 2002
Certificate of Stephen P. Bramlage Jr. under Section 906 of Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
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*
Indicates management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
Not applicable
57 |
2021 ANNUAL REPORT
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.
SIGNATURES
CASEY’S GENERAL STORES, INC.
(Registrant)
Date: June 25, 2021
Date: June 25, 2021
By /s/ Darren M. Rebelez
Darren M. Rebelez, President and
Chief Executive Officer
(Principal Executive Officer and Director)
By /s/ Stephen P. Bramlage Jr.
Stephen P. Bramlage Jr.
Chief Financial Officer
(Authorized Officer and Principal Financial and
Accounting Officer)
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.
Date: June 25, 2021
Date: June 25, 2021
Date: June 25, 2021
Date: June 25, 2021
Date: June 25, 2021
Date: June 25, 2021
By /s/ H. Lynn Horak
H. Lynn Horak
Chair and Director
By /s/ Darren M. Rebelez
Darren M. Rebelez, President and
Chief Executive Officer, Director
By /s/ Stephen P. Bramlage Jr.
Stephen P. Bramlage Jr.
Chief Financial Officer
By /s/ Cara K. Heiden
Cara K. Heiden
Director
By /s/ Diane C. Bridgewater
Diane C. Bridgewater
Director
By /s/ Donald E. Frieson
Donald E. Frieson
Director
2021 ANNUAL REPORT
| 58
Date: June 25, 2021
Date: June 25, 2021
Date: June 25, 2021
Date: June 25, 2021
By /s/ David K. Lenhardt
David K. Lenhardt
Director
By /s/ Allison M. Wing
Allison M. Wing
Director
By /s/ Larree M. Renda
Larree M. Renda
Director
By /s/ Judy A. Schmeling
Judy A. Schmeling
Director
59 |
2021 ANNUAL REPORT
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-19179, 333-35393, 33-42907,
333‑174560, 333-17561) on Form S-8 and Form S-3D of our reports dated June 25, 2021, with respect to the
consolidated financial statements of Casey's General Stores, Inc. and the effectiveness of internal control over
financial reporting.
/s/ KPMG LLP
Des Moines, Iowa
June 25, 2021
2021 ANNUAL REPORT
| 60
Exhibit 31.1
CERTIFICATION OF DARREN M. REBELEZ
UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Darren M. Rebelez, certify that:
1
2
3
4
I have reviewed this annual report on Form 10-K of Casey’s General Stores, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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 practices;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Dated June 25, 2021
/s/ Darren M. Rebelez
Darren M. Rebelez, President and
Chief Executive Officer
61 |
2021 ANNUAL REPORT
Exhibit 31.2
CERTIFICATION OF STEPHEN P. BRAMLAGE JR.
UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stephen P. Bramlage Jr., certify that:
1
2
3
4
I have reviewed this annual report on Form 10-K of Casey’s General Stores, Inc.;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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 practices;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Dated June 25, 2021
/s/ Stephen P. Bramlage Jr.
Stephen P. Bramlage Jr.
Senior Vice President and
Chief Financial Officer
2021 ANNUAL REPORT
| 62
Exhibit 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Casey’s General Stores, Inc. (the Company) on Form 10-K for the fiscal year ended
April 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Darren M. Rebelez,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-
Oxley Act of 2002, that
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934.
The information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.
/s/ Darren M. Rebelez
Darren M. Rebelez, President and
Chief Executive Officer
Dated June 25, 2021
63 |
2021 ANNUAL REPORT
Exhibit 32.2
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Casey’s General Stores, Inc. (the Company) on Form 10-K for the fiscal year ended
April 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stephen P. Bramlage
Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934.
The information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.
/s/ Stephen P. Bramlage Jr.
Stephen P. Bramlage Jr.
Senior Vice President and Chief Financial Officer
Dated June 25, 2021
2021 ANNUAL REPORT
| 64
65 |
2021 ANNUAL REPORT
COMPARATIVE STOCK PERFORMANCE
The following Performance Graph compares the cumulative total shareholder return on the Company’s Common Stock for
the last five fiscal years with the cumulative return of (i) the Russell 2000 Index, (ii) an old peer group index based on the
common stock of Alimentation Couche-Tard Inc., Core-Mark Holding Company, Inc., Dollar General Corporation, Dollar Tree,
Inc., Domino’s Pizza, Inc., Papa John’s International Inc. and The Kroger Co., (iii) a new peer group index based on the common
stock of Alimentation Couche-Tard Inc., Core-Mark Holding Company, Inc., Dollar General Corporation, Dollar Tree, Inc.,
Domino’s Pizza, Inc., Papa John’s International Inc., The Kroger Co., and Murphy USA, Inc. The cumulative total shareholder
return computations set forth in the Performance Graph assumes the investment of $100 in the Company’s Common Stock
and each index on April 30, 2016, and reinvestment of all dividends. The total shareholder returns shown are not intended
to be indicative of future returns.
250.00
200.00
150.00
3 1
100.00
1 8 5
4 7
50.00
5 2
1
5 3 5
0
2016
3 2 8
1 4 5
1 7 3
2 7
4 5 3
1 2 6
2017
1 6
2018
2019
2020
2021
Casey’s General Stores, Inc. Russell 2000 Index New Peer Group Old Peer Group
1 1
5 1
6 2
Casey’s General Stores, Inc.
Russell 2000 Index
New Peer Group
Old Peer Group
2016
100.00
100.00
100.00
100.00
2017
100.88
125.63
99.02
98.56
2018
87.79
140.12
104.93
104.83
2019
121.41
146.58
128.51
128.10
2020
140.00
122.56
142.60
141.76
2021
206.94
214.37
178.43
177.18
2021 ANNUAL REPORT
| 66
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CASEY’S GENERAL STORES, INC.
ONE SE CONVENIENCE BOULEVARD
ANKENY, IA 50021
CASEYS.COM
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2021 ANNUAL REPORT