0000726958false00007269582024-08-282024-08-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2024

CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)

Iowa
(State or other jurisdiction of incorporation)
001-34700 42-0935283
(Commission File Number) (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)

NONE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par value per shareCASYThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

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 ☐


Item 2.02. Results of Operations and Financial Condition.

On September 4, 2024, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended July 31, 2024 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On August 28, 2024, the Company held its 2024 annual shareholders’ meeting (the “Meeting”). The matters voted upon, and results, were as follows:

At the Meeting, the following eleven nominees were elected, by a majority vote, to serve until the next annual shareholders’ meeting and until their successors are elected and qualified (Proposal #1):

NOMINEEFORAGAINSTABSTAINBROKER NON-VOTES
Sri Donthi31,362,89797,76351,6302,740,556
Donald E. Frieson31,173,123288,93250,2352,740,556
Cara K. Heiden31,400,43760,90350,9502,740,556
David K. Lenhardt31,064,087397,16751,0362,740,556
Maria Castañón Moats31,393,89469,07349,3232,740,556
Darren M. Rebelez30,727,016735,24450,0302,740,556
Larree M. Renda31,252,648209,95249,6902,740,556
Judy A. Schmeling31,074,730388,11949,4412,740,556
Michael Spanos31,393,02767,71751,5462,740,556
Gregory A. Trojan31,398,91162,13951,2402,740,556
Allison M. Wing31,402,79577,35932,1362,740,556

At the Meeting, the vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2025, was as follows (Proposal #2):

FORAGAINSTABSTAINBROKER NON-VOTES
33,591,302604,60656,9380

At the Meeting, the advisory vote on named executive officer compensation was as follows (Proposal #3):

FORAGAINSTABSTAINBROKER NON-VOTES
30,749,195671,05492,0412,740,556

At the Meeting, the vote on the shareholder proposal regarding independent board chair policy was as follows (Proposal #4):

FORAGAINSTABSTAINBROKER NON-VOTES
6,396,74225,028,68086,8682,740,556

At the Meeting, the vote on the shareholder proposal regarding greenhouse gas emissions reporting was as follows (Proposal #5):

FORAGAINSTABSTAINBROKER NON-VOTES
6,925,88724,372,852213,5512,740,556



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CASEY'S GENERAL STORES, INC.
Dated: September 4, 2024By:/s/ Stephen P. Bramlage Jr.
Stephen P. Bramlage Jr.
Chief Financial Officer









Exhibit 99.1
logo.jpg
FOR IMMEDIATE RELEASE
Casey’s General Stores, Inc.
One SE Convenience Blvd
Ankeny, IA 50021
Casey's Announces First Quarter Results
Ankeny, IA, September 4, 2024 - Casey’s General Stores, Inc. ("Casey's" or the "Company") (Nasdaq: CASY) one of the leading convenience store chains in the United States, today announced financial results for the three months ended July 31, 2024.

First Quarter Key Highlights

•Diluted EPS of $4.83, up 7% from the same period a year ago. Net income was $180 million, up 6%, and EBITDA1 was $346 million, up 9%, from the same period a year ago.
•Inside same-store sales increased 2.3% compared to prior year, and 7.9% on a two-year stack basis, with an inside margin of 41.7%. Total inside gross profit increased 10.4% to $614.3 million compared to the prior year.
•Same-store fuel gallons were up 0.7% compared to prior year with a fuel margin of 40.7 cents per gallon. Total fuel gross profit increased 5.9% to $314.5 million compared to the prior year.
•Same-store operating expenses excluding credit card fees were up 0.7%, favorably impacted by a 2% reduction in same-store labor hours.
•The previously announced Fikes Wholesale, Inc. ("Fikes") acquisition, with its 198 CEFCO convenience stores, is expected to close in calendar 2024.

"Casey's started the fiscal year off on the right foot and delivered another solid quarter highlighted by strong inside gross profit growth,” said Darren Rebelez, Chairman, President and CEO. “Inside same-store sales were driven by prepared food and dispensed beverage, with hot sandwiches and bakery performing exceptionally well. Our fuel team continues to balance volume and margin as they delivered positive same-store fuel gallons while also achieving over 40 cents per gallon fuel margin. The operations team continues to find efficiencies as we reduced same-store labor hours for the ninth consecutive quarter. Finally, we continue to work on closing the highly strategic Fikes acquisition, and look forward to welcoming their team to the Casey’s family."

Earnings
Three Months Ended July 31,
20242023
Net income (in thousands)$180,198 $169,237 
Diluted earnings per share$4.83 $4.52 
EBITDA (in thousands)$345,782 $316,899 

For the quarter, net income, diluted EPS, and EBITDA were up compared to the same period a year ago primarily due to a strong inside margin and fuel margin, partially offset by higher operating expenses due to operating 138 additional stores.


1 EBITDA is reconciled to net income below.


Inside
Three Months Ended July 31,
20242023
Inside sales (in thousands)$1,474,107 $1,369,749 
Inside same-store sales2.3 %5.4 %
Grocery and general merchandise same-store sales1.6 %5.2 %
Prepared food and dispensed beverage same-store sales4.4 %5.9 %
Inside gross profit (in thousands)$614,322 $556,434 
Inside margin41.7 %40.6 %
Grocery and general merchandise margin35.4 %34.1 %
Prepared food and dispensed beverage margin58.3 %58.2 %

Total inside sales were up 7.6% for the quarter driven by strong performance in the prepared food and dispensed beverage category, including hot sandwiches and bakery as well as non-alcoholic and alcoholic beverages in the grocery and general merchandise category. Inside margin was up 110 basis points compared to the same quarter a year ago, driven primarily by proactive cost of goods management and product mix.

Fuel2
Three Months Ended July 31,
20242023
Fuel gallons sold (in thousands)772,536 713,991 
Same-store gallons sold0.7 %0.4 %
Fuel gross profit (in thousands)$314,548 $296,978 
Fuel margin (cents per gallon, excluding credit card fees)40.7 ¢41.6 ¢

For the quarter, total fuel gallons sold increased 8.2% compared to the prior year primarily due to the store count increase, while same-store gallons were up 0.7% versus the prior year. The Company’s total fuel gross profit was up 5.9% versus the prior year. The Company sold $4.8 million in renewable fuel credits (RINs) in the first quarter, a decrease of $15.4 million from the same quarter in the prior year.

Operating Expenses
Three Months Ended July 31,
20242023
Operating expenses (in thousands)$609,474 $560,855 
Credit card fees (in thousands)$63,809 $60,985 
Same-store operating expenses excluding credit card fees0.7 %3.4 %

Operating expenses increased approximately 9% during the first quarter. Operating 138 more stores than prior year accounted for approximately 5% of the increase. The impact of one-time deal costs related to pending acquisitions was approximately 1% of the increase. Total same-store employee expense contributed to approximately 1% of the increase, as the increases in labor rates were partially offset by a reduction in same-store labor hours.

Expansion
Store Count
April 30, 20242,658 
New store construction10 
Acquisitions9
Closed(3)
July 31, 20242,674 





2 Fuel category does not include wholesale fuel activity, which is included in Other.



Liquidity
At July 31, 2024, the Company had approximately $1.2 billion in available liquidity, consisting of approximately $305 million in cash and cash equivalents on hand and approximately $900 million in available borrowing capacity on existing lines of credit.

Share Repurchase
During the first quarter, the Company did not repurchase any shares. The Company has approximately $295 million remaining under its existing share repurchase authorization.

Dividend
At its August meeting, the Board of Directors approved a quarterly dividend of $0.50 per share. The dividend is payable November 15, 2024, to shareholders of record on November 1, 2024.

Fiscal 2025 Outlook
The Company is not updating its previously communicated fiscal 2025 outlook until after the closing of the Fikes transaction, with the exception of store growth, which is now expected to be approximately 270 units in fiscal 2025.

Under its previously communicated fiscal 2025 outlook, the Company expects EBITDA to increase at least 8%. The Company expects inside same-store sales to increase 3% to 5% and inside margin comparable to fiscal 2024. The Company expects same-store fuel gallons sold to be between negative 1% to positive 1%. Total operating expenses are expected to increase approximately 6% to 8%. Net interest expense is expected to be approximately $56 million. Depreciation and amortization is expected to be approximately $390 million and the purchase of property and equipment is expected to be approximately $575 million. The tax rate is expected to be approximately 24% to 26% for the year.





Casey’s General Stores, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Amounts in thousands, except share and per share amounts)
(Unaudited)
 Three Months Ended July 31,
 20242023
Total revenue$4,097,737 $3,869,251 
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)3,142,481 2,991,497 
Operating expenses609,474 560,855 
Depreciation and amortization94,409 82,905 
Interest, net14,067 12,495 
Income before income taxes237,306 221,499 
Federal and state income taxes57,108 52,262 
Net income$180,198 $169,237 
Net income per common share
Basic$4.86 $4.54 
Diluted$4.83 $4.52 
Basic weighted average shares37,087,231 37,300,952 
Plus effect of stock compensation190,463 155,187 
Diluted weighted average shares37,277,694 37,456,139 


Casey’s General Stores, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
 
July 31, 2024April 30, 2024
Assets
Current assets
Cash and cash equivalents$304,988 $206,482 
Receivables164,926 151,793 
Inventories452,017 428,722 
Prepaid and other current assets33,071 25,791 
Income taxes receivable— 17,066 
Total current assets955,002 829,854 
Other assets, net of amortization193,314 195,559 
Goodwill652,823 652,663 
Property and equipment, net of accumulated depreciation of $2,943,154 at July 31, 2024 and $2,883,925 at April 30, 20244,695,286 4,669,357 
Total assets$6,496,425 $6,347,433 
Liabilities and Shareholders’ Equity
Current liabilities
Current maturities of long-term debt and finance lease obligations$208,209 $53,181 
Accounts payable597,112 569,527 
Accrued expenses294,233 330,758 
Income taxes payable32,589 — 
Total current liabilities1,132,143 953,466 
Long-term debt and finance lease obligations, net of current maturities1,398,712 1,582,758 
Deferred income taxes603,964 596,850 
       Insurance accruals, net of current portion29,724 30,046 
Other long-term liabilities168,962 168,932 
Total liabilities3,333,505 3,332,052 
Total shareholders’ equity3,162,920 3,015,381 
Total liabilities and shareholders’ equity$6,496,425 $6,347,433 


Casey’s General Stores, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
 Three months ended July 31,
 20242023
Cash flows from operating activities:
Net income$180,198 $169,237 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization94,409 82,905 
Amortization of debt issuance costs278 278 
Change in excess replacement cost over LIFO inventory valuation2,431 4,500 
Share-based compensation11,036 10,468 
Loss (gain) on disposal of assets and impairment charges2,475 (1,448)
Deferred income taxes7,114 15,895 
Changes in assets and liabilities:
Receivables(13,133)(13,179)
Inventories(25,378)(52,756)
Prepaid and other current assets(7,280)(2,518)
Accounts payable17,431 (4,344)
Accrued expenses(38,750)(20,150)
Income taxes49,994 39,139 
Other, net529 1,104 
Net cash provided by operating activities281,354 229,131 
Cash flows from investing activities:
Purchase of property and equipment(100,564)(68,903)
Payments for acquisition of businesses, net of cash acquired(18,113)(13,297)
Proceeds from sales of assets6,688 5,784 
Net cash used in investing activities(111,989)(76,416)
Cash flows from financing activities:
Payments of long-term debt and finance lease obligations(29,316)(29,665)
Payments of cash dividends(16,611)(14,945)
Repurchase of common stock— (29,893)
Tax withholdings on employee share-based awards(24,932)(17,969)
Net cash used in financing activities(70,859)(92,472)
Net increase in cash and cash equivalents98,506 60,243 
Cash and cash equivalents at beginning of the period206,482 378,869 
Cash and cash equivalents at end of the period$304,988 $439,112 
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
 Three months ended July 31,
 20242023
Cash paid during the period for:
Interest, net of amount capitalized$11,845 $10,701 
Income taxes, net— — 
Noncash investing and financing activities:
       Purchased property and equipment in accounts payable55,768 42,188 
       Right-of-use assets obtained in exchange for new finance lease liabilities221 8,345 
       Right-of-use assets obtained in exchange for new operating lease liabilities— 2,214 


Summary by Category (Amounts in thousands)
Three months ended July 31, 2024Prepared Food & Dispensed BeverageGrocery & General
Merchandise		FuelOtherTotal
Revenue$405,129 $1,068,978 $2,555,642 $67,988 $4,097,737 
Gross profit$236,041 $378,281 $314,548 $26,386 $955,256 
58.3 %35.4 %12.3 %38.8 %23.3 %
Fuel gallons sold772,536 
Three months ended July 31, 2023
Revenue$372,813 $996,936 $2,427,333 $72,169 $3,869,251 
Gross profit$216,861 $339,573 $296,978 $24,342 $877,754 
58.2 %34.1 %12.2 %33.7 %22.7 %
Fuel gallons sold713,991 


Prepared Food & Dispensed BeveragePrepared Food & Dispensed Beverage
Same-store SalesMargin
 Q1Q2Q3Q4Fiscal
Year		 Q1Q2Q3Q4Fiscal
Year
F20254.4 %F202558.3 %
F20245.9 6.1 %7.5 %8.8 %6.8 %F202458.2 59.0 %59.6 %58.1 %58.7 %
F20238.4 10.5 5.0 4.9 7.1 F202355.6 56.7 57.3 56.8 56.6 
Grocery & General MerchandiseGrocery & General Merchandise
Same-store SalesMargin
 Q1Q2Q3Q4Fiscal
Year		 Q1Q2Q3Q4Fiscal
Year
F20251.6 %F202535.4 %
F20245.2 1.7 %2.8 %4.3 %3.5 %F202434.1 34.0 %33.9 %34.4 %34.1 %
F20235.5 6.9 5.8 7.1 6.3 F202333.9 33.3 34.0 33.0 33.6 
Fuel GallonsFuel Margin
Same-store Sales(Cents per gallon, excluding credit card fees)
 Q1Q2Q3Q4Fiscal
Year		 Q1Q2Q3Q4Fiscal
Year
F20250.7 %F202540.7 ¢
F20240.4 — %(0.4)%0.9 %0.1 %F202441.6 42.3 ¢37.3 ¢36.5 ¢39.5 ¢
F2023(2.3)0.3 (0.5)— (0.8)F202344.7 40.5 40.7 34.6 40.2 




RECONCILIATION OF NET INCOME TO EBITDA
We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization. EBITDA is not considered to be a GAAP measure, and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. This measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute 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.
We believe EBITDA is useful to investors in evaluating our operating performance because securities analysts and other interested parties use this calculation as a measure of financial performance and debt service capabilities, and it is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets, assessing performance, and awarding incentive compensation.
Because non-GAAP financial measures are not standardized, 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 this non-GAAP financial measure with those used by other companies.
The following table contains a reconciliation of net income to EBITDA for the three months ended July 31, 2024 and 2023:
(in thousands)Three Months Ended July 31,
20242023
Net income$180,198 $169,237 
Interest, net14,067 12,495 
Federal and state income taxes57,108 52,262 
Depreciation and amortization94,409 82,905 
EBITDA$345,782 $316,899 
NOTES:
•Gross Profit is defined as revenue less cost of goods sold (exclusive of depreciation and amortization)
•Inside is defined as the combination of grocery and general merchandise and prepared food and dispensed beverage

This release contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those related to the ability to consummate the Fikes transaction, the potential impact of consummation of the Fikes transaction on relationships with third parties, expectations for future periods, possible or assumed future results of operations, financial conditions, liquidity and related sources or needs, business and/or integration strategies, plans and synergies, supply chain, growth opportunities, performance at our stores. There are a number of known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from any results expressed or implied by these forward-looking statements, including but not limited to the execution of our strategic plan, the integration and financial performance of acquired stores, wholesale fuel, inventory and ingredient costs, distribution challenges and disruptions, the impact and duration of the conflict in Ukraine or other geopolitical disruptions, as well as other risks, uncertainties and factors which are described in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission and available on our website. Any forward-looking statements contained in this release represent our current views as of the date of this release with respect to future events, and Casey’s disclaims any intention or obligation to update or revise any forward-looking statements in the release whether as a result of new information, future events, or otherwise.

Corporate information is available at this website: https://www.caseys.com. Earnings will be reported during a conference call on September 5, 2024. The call will be broadcast live over the Internet at 7:30 a.m. CDT. To access the call, go to the Events and Presentations section of our website at https://investor.caseys.com/events-and-presentations/default.aspx.  No access code is required. A webcast replay of the call will remain available in an archived format on the Events and Presentations section of our website at https://investor.caseys.com/events-and-presentations/default.aspx for one year after the call.


Investor Relations Contact:Media Relations Contact:
Brian Johnson (515) 446-6587Katie Petru (515) 446-6772

v3.24.2.u1
Cover Page
Aug. 28, 2024
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name CASEY'S GENERAL STORES, INC.
Entity Incorporation, State or Country Code IA
Entity File Number 001-34700
Entity Tax Identification Number 42-0935283
Entity Address, Address Line One One SE Convenience Blvd.
Entity Address, City or Town Ankeny
Entity Address, State or Province IA
Entity Address, Postal Zip Code 50021
City Area Code 515
Local Phone Number 965-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value per share
Trading Symbol CASY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000726958
Amendment Flag false
Document Period End Date Aug. 28, 2024
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