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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Casey’s General Stores, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, 2018 and 2017, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2018, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of April 30, 2018, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended April 30, 2018, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, 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 consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements 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. 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 audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

We have served as the Company’s auditor since 1987.

Des Moines, Iowa

June 29, 2018

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (In thousands, except share data)

April 30,
20182017
Assets
Current assets
Cash and cash equivalents$53,679$76,717
Receivables45,04543,244
Inventories241,668201,644
Prepaid expenses5,7669,179
Income taxes receivable50,68219,901
Total current assets396,840350,685
Property and equipment, at cost
Land729,965637,161
Buildings and leasehold improvements1,620,2181,418,709
Machinery and equipment2,093,8781,901,503
Leasehold interest in property and equipment13,69014,683
Construction in process56,34637,574
4,514,0974,009,630
Less accumulated depreciation and amortization1,611,1771,496,472
Net property and equipment2,902,9202,513,158
Other assets, net of amortization29,90923,453
Goodwill140,258132,806
Total assets$3,469,927$3,020,102
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable to bank$39,600$900
Current maturities of long-term debt15,37415,421
Accounts payable321,419293,903
Accrued expenses
Wages and related taxes27,70425,010
Property taxes29,11726,721
Insurance accruals20,02918,816
Other54,60746,607
Total current liabilities507,850427,378
Long-term debt, net of current maturities1,291,725907,356
Deferred income taxes341,946440,124
Deferred compensation15,92815,784
Insurance accruals, net of current portion19,74819,168
Other long-term liabilities21,58919,672
Total liabilities2,198,7861,829,482
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value, none issued——
Common stock, no par value, 36,874,322 and 38,765,821 shares issued and outstanding at April 30, 2018 and 2017, respectively—40,074
Retained earnings1,271,1411,150,546
Total shareholders’ equity1,271,1411,190,620
Total liabilities and shareholders’ equity$3,469,927$3,020,102

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

Years ended April 30,
201820172016
Total revenue$8,391,124$7,506,587$7,122,086
Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a)6,621,7315,825,4265,508,465
Operating expenses1,283,0461,172,3281,053,805
Depreciation and amortization220,970197,629170,937
Interest, net50,94041,53640,173
Income before income taxes214,437269,668348,706
Federal and state income taxes(103,466)92,183122,724
Net income$317,903$177,485$225,982
Net income per common share
Basic$8.41$4.54$5.79
Diluted$8.34$4.48$5.73
Dividends declared per share$1.04$0.96$0.88
(a) Includes excise taxes of approximately:$919,000$866,000$818,000

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share and share amounts)

Shares OutstandingCommon stockRetained earningsShareholders' Equity
Balance at April 30, 201538,886,165$56,274$818,955$875,229
Net income——225,982225,982
Dividends declared ($.88 per share)——(34,342)(34,342)
Exercise of stock options108,1003,717—3,717
Issuance of common stock32,7172,762—2,762
Tax benefits related to nonqualified stock options—2,702—2,702
Stock-based compensation28,5887,413—7,413
Balance at April 30, 201639,055,570$72,868$1,010,595$1,083,463
Net income——177,485177,485
Dividends declared ($.96 per share)——(37,534)(37,534)
Exercise of stock options69,1502,357—2,357
Issuance of common stock28,1383,526—3,526
Repurchase of common stock(443,800)(49,374)—(49,374)
Stock-based compensation56,76310,697—10,697
Balance at April 30, 201738,765,821$40,074$1,150,546$1,190,620
Net income——317,903317,903
Dividends declared ($1.04 per share)——(39,060)(39,060)
Exercise of stock options40,3771,377—1,377
Repurchase of common stock(1,997,800)(57,186)(158,248)(215,434)
Stock-based compensation65,92415,735—15,735
Balance at April 30, 201836,874,322$—$1,271,141$1,271,141

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

Years ended April 30,
201820172016
Cash flows from operating activities
Net income$317,903$177,485$225,982
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization220,970197,629170,937
Stock-based compensation18,80010,6977,413
Loss on disposal of assets and impairment charges2,2812,298837
Deferred income taxes(98,178)45,19055,492
Changes in assets and liabilities:
Receivables(1,801)(15,543)(5,092)
Inventories(38,406)4,400(7,390)
Prepaid expenses3,413(6,171)(983)
Accounts payable14,75140,3323,011
Accrued expenses15,96714,78014,983
Income taxes(30,053)(6,226)7,064
Other, net(5,850)(5,598)132
Net cash provided by operating activities419,797459,273472,386
Cash flows from investing activities
Purchase of property and equipment(577,421)(433,392)(392,839)
Payments for acquisitions of businesses, net of cash acquired(37,160)(25,473)(7,263)
Proceeds from sales of property and equipment5,2464,1405,134
Net cash used in investing activities(609,335)(454,725)(394,968)
Cash flows from financing activities
Proceeds from long-term debt400,000100,000—
Repayments of long-term debt(15,688)(15,399)(15,399)
Net borrowings of short-term debt38,700900—
Proceeds from exercise of stock options1,3772,3573,717
Payments of cash dividends(38,780)(36,758)(33,527)
Repurchase of common stock(214,683)(47,893)—
Tax withholdings on employee share-based awards(4,426)(6,813)(4,975)
Net cash provided by (used in) financing activities166,500(3,606)(50,184)
Net (decrease) increase in cash and cash equivalents(23,038)94227,234
Cash and cash equivalents at beginning of year76,71775,77548,541
Cash and cash equivalents at end of year$53,679$76,717$75,775
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid during the year for interest, net of amount capitalized$48,757$41,268$40,401
Cash paid for income taxes, net24,27452,96160,049
Noncash investing and financing activities
Purchased property and equipment in accounts payable12,01410,88311,619
Shares repurchased in accounts payable2,2321,481—

See accompanying Notes to Consolidated Financial Statements.

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 2,073 convenience stores in 16 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000. Retail sales in 2018 by category are as follows: 61% fuel, 27% grocery & other merchandise, and 12% prepared food & fountain. The Company’s products are readily available, and the Company is generally not dependent on a single supplier or only a few suppliers.

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 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.

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 $73,494 and $65,593 at April 30, 2018 and 2017, respectively. There were no material LIFO liquidations during the periods presented. Below is a summary of the inventory values at April 30, 2018 and 2017:

Fiscal 2018Fiscal 2017
Fuel$75,817$60,833
Merchandise165,851140,811
Total inventory$241,668$201,644

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 in the form of rack display allowances (RDAs) are funds that we receive from various vendors for allocating certain shelf space to carry their specific products or to introduce new products in our stores for a particular period of time. The RDAs are treated as a reduction in cost of goods sold and are recognized ratably over the period covered by the applicable rebate agreement. These funds do not represent reimbursements of specific, incremental, or identifiable costs incurred by us in selling the vendor’s products. Vendor rebates in the form of billbacks are treated as a reduction in cost of goods sold and are recognized at the time the rebate is earned per the contract. 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 all of the RINs earned during a specified period. 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. The Company does not record an asset on the balance sheet related to RINs that have not been validated and contracted.

Goodwill Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment 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 April 30, 2018 and 2017, there was $140,258 and $132,806 of goodwill, respectively. Management’s analysis of recoverability completed as of the fiscal year-end yielded no evidence of impairment for the years ended April 30, 2018, 2017, and 2016.

Depreciation and amortization Depreciation of property and equipment and amortization of capital lease assets are computed principally by the straight-line method over the following estimated useful lives:

Buildings25-40 years
Machinery and equipment5-30 years
Leasehold interest in property and equipmentLesser of term of lease or life of asset
Leasehold improvementsLesser 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 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 and on 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 $507 in fiscal 2018, $705 in fiscal 2017, and $1,625 in fiscal 2016. Impairment charges are a component of operating expenses.

Excise taxes Excise taxes approximating $919,000, $866,000, and $818,000 on retail fuel sales are included in total revenue and cost of goods sold for fiscal 2018, 2017, and 2016, 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 & other merchandise, prepared food & fountain, and commissions on lottery, prepaid phone cards, and video rentals at the time of the sale to the customer. Sales taxes collected from customers and remitted to the government are recorded on a net basis in the consolidated financial statements.

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 an employee has met certain requirements in the award agreement. For example, if retirement provisions are satisfied which allow an employee to avoid forfeiture of the award upon a normal retirement from the Company. The calculation of diluted earnings per share treats stock options 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 the related long-lived asset at the time an underground storage tank is installed. The Company amortizes the amount added to other assets 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.

There were no material changes in our asset retirement obligation estimates during fiscal 2018. The recorded asset for asset retirement obligations was $11,280 and $10,421 at April 30, 2018 and 2017, respectively, and is recorded in other assets, net of amortization. The discounted liability was $17,087 and $15,899 at April 30, 2018 and 2017, respectively, and is recorded in other long-term liabilities.

Self-insurance The Company is primarily self-insured for employee 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 balance of our self-insurance reserves were $39,777 and $37,984 for the years ended April 30, 2018 and 2017, respectively.

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, 2018, 2017, or 2016. However, we do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee. These are not accounted for as derivatives under the normal purchase and normal sale exclusions under the applicable 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 statement of income over the vesting period of the award, adjusted for certain retirement provisions. Additionally, certain awards include performance and market conditions. The performance-based awards are based on the achievement of a three year average return on invested capital (ROIC). 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. 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 the date of the grant. For market-based awards, the stock-based compensation expense will not be adjusted should the initial target awards vary from actual awards.

Segment reporting As of April 30, 2018, we operated 2,073 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 customers. 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 customers. We make specific disclosures concerning the three broad merchandise categories of fuel, grocery & other merchandise, and prepared food & 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 May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard, after deferral for one year, is effective for the Company on May 1, 2018. Early application is not permitted. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has adopted the new standard using the modified retrospective method beginning May 1, 2018.

To address implementation of ASU 2014-09 and evaluate its impact on our consolidated financial statements, the Company developed a project plan to evaluate its revenue streams and related internal controls. Since a majority of revenue is

derived from point of sale transactions, the implementation of this standard will not have a material impact on the Company's consolidated financial statements. However, certain areas of the consolidated financial statements that will be impacted include the recognition of estimated breakage upon the sale of the Company’s gift cards, and derecognition of an estimated portion of revenue expected to be redeemed in the future through Casey’s pizza box tops and punch card programs. The effect of the adoption is expected to be immaterial to retained earnings as of May 1, 2018 and to net income for the year ended April 30, 2019. The Company expects the future rollout of its new digital program to be impacted by the standard, however, there will not be a change from our current accounting policies since the Company currently does not have a loyalty program.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2016-02.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. It is effective for the Company beginning May 1, 2018, and the Company is currently evaluating the impact of ASU 2017-01, which would be applied prospectively to future acquisitions.

Immaterial Correction of an Error

As discussed above, the Company records accruals to reflect the estimate of costs for settlement of claims related to the self-insurance of workers’ compensation, automobile liability, general liability, and health insurance. The Company has previously reported such amounts as a component of current liabilities, however, as a portion of these claims will not be paid within the next twelve months, we believe such portion should be classified as non-current. Consequently, the Company has revised its historical current and non-current liabilities as of April 30, 2017 to be consistent with the April 30, 2018 presentation. As a result of the change, Insurance accruals as of April 30, 2017 were reduced from approximately $37,984 to $18,816 and Insurance accruals, net of current portion of $19,168 were reported. The change did not have any impact on total shareholders’ equity as of April 30, 2017 nor was there any impact on net income or cash flows for the year ended April 30, 2017. Management evaluated the materiality of the change from qualitative and quantitative perspectives, and concluded that the change was immaterial to the prior period financial statements.

  1. ACQUISITIONS

During the year ended April 30, 2018, the Company acquired 26 stores through a variety of multi-store and single store transactions with several unrelated third parties. Of the 26 stores acquired, 20 were re-opened as a Casey's store during the 2018 fiscal year, and six will be opened during the 2019 fiscal year. The acquisitions meet the criteria to be considered business combinations. 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. 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. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

Allocation of the purchase price for the transactions in aggregate for the year ended April 30, 2018 is as follows (in thousands):

Assets acquired:
Inventories$1,618
Property and equipment28,090
Total assets29,708
Liabilities assumed:
Accrued expenses—
Total liabilities—
Net tangible assets acquired29,708
Goodwill7,452
Total consideration paid$37,160

The following unaudited pro forma information presents a summary of our consolidated results of operations as if the transactions referenced above occurred at the beginning of the first fiscal year of the periods presented (amounts in thousands, except per share data):

Years Ended April 30,
20182017
Total revenue$8,438,371$7,594,401
Net income$320,711$180,070
Net income per common share
Basic$8.49$4.60
Diluted$8.41$4.55
  1. FAIR VALUE OF FINANCIAL INSTRUMENTS AND LONG-TERM DEBT

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 The fair value of the Company’s long-term debt and capital lease obligations 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 $1,277,000 and $941,000, respectively, at April 30, 2018 and 2017.

The carrying amount of the Company’s long-term debt and capital lease obligations by issuance is as follows:

As of April 30,
20182017
Capitalized lease obligations discounted at 3.70% to 6.00% due in various monthly installments through 2048 (Note 7)$8,099$8,777
5.72% Senior notes due in 14 installments beginning September 30, 2012 and ending March 30, 202030,00045,000
5.22% Senior notes due August 9, 2020569,000569,000
3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028150,000150,000
3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending December 18, 202850,00050,000
3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2, 203150,00050,000
3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending October 28, 203150,00050,000
3.51% Senior notes (Series E) due June 13, 2025150,000—
3.77% Senior notes (Series F) due August 22, 2028250,000—
1,307,099922,777
Less current maturities15,37415,421
$1,291,725$907,356

At April 30, 2018, the Company had a bank line of credit arrangement consisting of a Promissory Note, in the principal amount of $150,000. The Note bears interest at a variable rate subject to change from time to time based on changes in an independent index referred to in the Note as the Federal Funds Offered Rate (the “Index”). The interest rate to be applied to the unpaid principal balance of the Note was at a rate of 1.0% over the Index. There was a $39,600 balance owed on the Note at April 30, 2018 and $900 at April 30, 2017. The line of credit is due upon demand.

Interest expense is net of interest income of $1,583, $588, and $157 for the years ended April 30, 2018, 2017, and 2016, respectively. Interest expense is also net of interest capitalized of $2,260, $1,470, and $1,134 during the years ended April 30, 2018, 2017, and 2016, respectively.

The agreements relating to the above long-term debt contain certain operating and financial covenants. At April 30, 2018, the Company was in compliance with all such operating and financial covenants. Listed below are the aggregate maturities of long-term debt, including capitalized lease obligations, for the 5 years commencing May 1, 2018 and thereafter:

Years ended April 30,Capital LeasesSenior NotesTotal
2019$374$15,000$15,374
202039515,00015,395
2021416569,000569,416
2022409—409
202343120,00020,431
Thereafter6,074680,000686,074
$8,099$1,299,000$1,307,099
  1. 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.

Stock incentive plans The 2009 Stock Incentive Plan (the “Plan”) was approved by the Board of Directors in June 2009 and approved by the shareholders in September 2009. The Plan replaced the 2000 Option Plan and the Non-employee Director Stock Plan (together, the “Prior Plans”). There are 2,984,804 shares available for grant at April 30, 2018 under the Plan. Awards made under the Plan may take the form of stock options, restricted stock or restricted stock units. Each share issued pursuant to a stock option will reduce the shares available for grant by one, and each share issued pursuant to an award of restricted stock or restricted stock units will reduce the shares available for grant by two. Restricted stock is transferred to the employee or non-employee immediately upon grant, whereas restricted stock units have a vesting period that must expire before the stock is transferred. We account for stock-based compensation by estimating the fair value of stock options using the Black Scholes model, and value restricted stock unit awards granted under the Plan using market price of a share of our common stock on the date of grant. We recognize this fair value as an operating expense in our consolidated statements of income over the requisite service period using the straight-line method, as adjusted for certain retirement provisions. At April 30, 2018, stock options for 181,673 shares (which expire between fiscal years 2019 through 2022) were outstanding. All stock option shares issued are previously unissued authorized shares.

The following table summarizes the most recent compensation grants made during the three-year period ended April 30, 2018:

Date of GrantType of GrantShares GrantedRecipientsVesting DateFair Value at Grant Date
June 5, 2015Restricted Stock Units104,200Officers & Key employeesJune 5, 2018$9,135
June 5, 2015Restricted Stock48,913Officers & Key employeesImmediate (Annual performance goal)$4,288
September 18, 2015Restricted Stock7,748Non-employee board membersImmediate$856
April 12, 2016Restricted Stock Units10,000CEO20% each May 1, 2017-2021$1,060
June 3, 2016Restricted Stock Units111,150Officers & Key employeesJune 3, 2019$13,849
June 3, 2016Restricted Stock40,996Officers & Key employeesImmediate (Annual performance goal)$5,108
September 16, 2016Restricted Stock8,941Non-employee board membersImmediate$1,064
June 1, 2017Restricted Stock Units63,699Key EmployeesJune 1, 2020$7,388
July 14, 2017Restricted Stock Units***61,126OfficersJune 15, 2020$6,912
September 28, 2017Restricted Stock8,344Non-employee board membersImmediate$920
March 29, 2018Restricted Stock2,150Non-employee board membersSeptember 21, 2018$236

*** This grant of restricted stock units includes time-based, performance-based and market-based awards. The performance-based awards included in the figure above 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 the “target". 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 the "target". Total market-based expense of approximately $2.6 million will be recognized on a straight-line basis over the vesting period, subject to acceleration for retirement provisions.

Information concerning the issuance of stock options under the Plan and Prior Plans is presented in the following table:

Number of option sharesWeighted average option exercise price
Outstanding at April 30, 2015401,800$36.55
Granted——
Exercised(108,100)34.37
Forfeited(2,500)25.26
Outstanding at April 30, 2016291,200$37.46
Granted——
Exercised(69,150)34.08
Forfeited——
Outstanding at April 30, 2017222,050$38.51
Granted——
Exercised(40,377)34.11
Forfeited——
Outstanding at April 30, 2018181,673$39.48

At April 30, 2018, all outstanding options had an aggregate intrinsic value of $10,376 and a weighted average remaining contractual life of 2.65 years. All options are vested as of April 30, 2018. The aggregate intrinsic value for the total of all options exercised during the year ended April 30, 2018 was $3,144.

At April 30, 2018, the range of exercise prices for outstanding options was $25.26 – $44.39. The number of shares and weighted average remaining contractual life of the options by range of applicable exercise prices at April 30, 2018 were as follows:

Number of sharesWeighted average exercise priceWeighted average remaining contractual life (years)
1,50025.491.0
45,10025.261.2
135,07344.393.2
181,673

Information concerning the issuance of restricted stock units under the Plan is presented in the following table:

Unvested at April 30, 2015193,930
Granted114,200
Vested(31,480)
Forfeited(3,750)
Unvested at April 30, 2016272,900
Granted111,150
Vested(73,000)
Forfeited(7,650)
Unvested at April 30, 2017303,400
Granted126,980
Vested(88,700)
Forfeited(2,699)
Unvested at April 30, 2018338,981

Total compensation costs recorded for the stock options, restricted stock, and restricted stock unit awards for the years ended April 30, 2018, 2017 and 2016 were $17,880, $10,697, and $7,413, respectively. As of April 30, 2018, there was $9,058 of total unrecognized compensation costs related to the Plan and Prior Plans for costs related to restricted stock units which are expected to be recognized ratably through fiscal 2021.

During the fourth quarter of the fiscal year ended April 30, 2017, the Company began a share repurchase program, wherein the Company is authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The share repurchase authorization is valid for a period of two years. 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. From its inception on March 9, 2017, through the end of fiscal year 2018, the company repurchased 2,441,600 shares of its common stock under its open market share repurchase program, for approximately $264.8 million. As of April 30, 2018, the Company had a total remaining authorized amount for share repurchases of $35.2 million. The remaining repurchases were completed in May 2018.

During the fourth quarter of fiscal year ended April 30, 2018, the Board of Directors authorized an additional $300 million share repurchase program. No repurchases were made on that program in fiscal 2018.

  1. NET INCOME PER COMMON SHARE

Computations for basic and diluted earnings per common share are presented below:

Years ended April 30,
201820172016
Basic
Net income$317,903$177,485$225,982
Weighted average shares outstanding-basic37,778,30439,124,66539,016,299
Basic earnings per common share$8.41$4.54$5.79
Diluted
Net income$317,903$177,485$225,982
Weighted-average shares outstanding-basic37,778,30439,124,66539,016,299
Plus effect of stock options and restricted stock units353,795454,333405,900
Weighted-average shares outstanding-diluted38,132,09939,578,99839,422,199
Diluted earnings per common share$8.34$4.48$5.73

There were no options considered antidilutive; therefore, all options were included in the computation of dilutive earnings per share for fiscal 2018, 2017, and fiscal 2016, respectively.

  1. INCOME TAXES

Income tax (benefit) expense attributable to earnings consisted of the following components:

Years ended April 30,
201820172016
Current tax (benefit) expense:
Federal$(7,057)$41,300$58,273
State1,7695,6938,959
(5,288)46,99367,232
Deferred tax (benefit) expense(98,178)45,19055,492
Total income tax (benefit) expense$(103,466)$92,183$122,724

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:

As of April 30,
20182017
Deferred tax assets:
Accrued liabilities and reserves$7,978$10,948
Property and equipment depreciation24,41916,604
Workers compensation7,24410,934
Deferred compensation3,8465,916
Equity compensation7,1586,923
Federal net operating losses2,769—
State net operating losses & tax credits2,336938
Other8891,275
Total gross deferred tax assets56,63953,538
Less valuation allowance4760
Total net deferred tax assets56,59253,478
Deferred tax liabilities:
Property and equipment depreciation(378,756)(468,470)
Goodwill(19,548)(25,052)
Other(234)(80)
Total gross deferred tax liabilities(398,538)(493,602)
Net deferred tax liability$(341,946)$(440,124)

On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. The Tax Reform Act made significant changes to U.S. federal income tax laws including permanently lowering the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. Due to the Company’s April 30 fiscal year-end, the lower corporate income tax rate was phased in, resulting in a U.S. statutory rate of 30.4% for the fiscal year ending April 30, 2018. The Company’s statutory federal tax rate will be 21% for fiscal years ending April 30, 2019 and beyond.

U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. In December 2017, the SEC issued Staff Accounting Bulletin No. 118, which allows a company to report provisional numbers related to the Tax Reform Act and adjust those amounts during a measurement period not to exceed one year. For the year ending April 30, 2018, the Company has recorded a one-time benefit of $173 million due primarily to a remeasurement of deferred tax assets and liabilities. These tax benefits represent provisional amounts and the Company’s best estimate. The provisional amounts are based on estimates of underlying timing differences and the Company’s current interpretations of the Tax Reform Act. The ultimate impact of the Tax Reform Act may differ from our provisional amounts (primarily related to uncertainty in fixed assets) due to changes in interpretations and assumptions we made as well as any forthcoming legislative action or regulatory guidance.

At April 30, 2018, the Company had a federal net operating loss carryforward of approximately $13,188, which is available to offset future federal taxable income over an indefinite period. The Company also had net operating loss carryforwards for state income tax purposes of approximately $82,243, which are available to offset future state taxable

income. The state net operating loss carryforwards begin to expire in 2021. In addition, the Company had state tax credit carryforwards of approximately $380, which begin to expire in 2023 through 2028.

There was a valuation allowance of $47 and $60 for state net operating loss deferred tax assets as of April 30, 2018 and 2017, respectively. The change in the valuation allowance was $(13) and $(24) for the years ending April 30, 2018 and 2017, 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:

Years ended April 30,
201820172016
Income taxes at the statutory rates30.4%35.0%35.0%
Impact of Tax Reform Act(80.5)%—%—%
Federal tax credits(2.2)%(1.8)%(1.7)%
State income taxes, net of federal tax benefit3.7%2.8%2.7%
ASU 2016-09 Benefit (share based compensation)(0.8)%(1.3)%—%
Other1.1%(0.5)%(0.8)%
(48.3)%34.2%35.2%

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 $6,421 and $5,362 in gross unrecognized tax benefits at April 30, 2018 and 2017, respectively, which is recorded in other long-term liabilities in the consolidated balance sheet. Of this amount, $5,095 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. Unrecognized tax benefits increased $1,059 during the twelve months ended April 30, 2018, due primarily to the increase associated with income tax filing positions for the current year exceeding the decrease related to the expiration of certain statutes of limitation.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

20182017
Beginning balance$5,362$6,484
Additions based on tax positions related to current year2,0101,705
Additions for tax positions of prior years322—
Reductions for tax positions of prior years——
Reductions due to lapse of applicable statute of limitations(1,273)(2,827)
Settlements——
Ending balance$6,421$5,362

The total net amount of accrued interest and penalties for such unrecognized tax benefits was $191 and $141 at April 30, 2018 and 2017, respectively, and is included in other long-term liabilities. Net interest and penalties included in income tax expense for the twelve month period ended April 30, 2018 was an increase in tax expense of $50 and a decrease in tax expense of $76 for the year ended April 30, 2017.

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 IRS is currently examining tax year 2012. The Company has no other 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 $1,300 during the next twelve months mainly due to the expiration of certain statutes of limitation. The federal statute of limitations remains open for the tax years 2012 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.

  1. LEASES

The Company leases certain property and equipment used in its operations. Generally, the leases are for primary terms of five to twenty years with options either to renew for additional periods or to purchase the premises and call for payment of property taxes, insurance, and maintenance by the lessee.

The following is an analysis of the leased property under capital leases by major classes:

Asset balances at April 30,
20182017
Real estate$10,997$13,480
Equipment2,6932,693
13,69016,173
Less accumulated amortization7,3157,039
$6,375$9,134

Future minimum payments under the capital leases and noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at April 30, 2018:

Years ended April 30,Capital leasesOperating leases
2019$824$1,053
2020829710
2021826453
2022835309
2023807103
Thereafter9,453755
Total minimum lease payments13,574$3,383
Less amount representing interest5,475
Present value of net minimum lease payments$8,099

The total rent expense under operating leases was $2,224 in 2018, $1,936 in 2017, and $1,862 in 2016.

  1. BENEFIT PLANS

401(k) plan The Company provides employees with a defined contribution 401(k) plan. The 401(k) plan is available to all employees who meet minimum age and service requirements. The Company contributions consist of matching amounts in Company stock and are allocated based on employee contributions. Contributions to the 401(k) plan were $9,614, $8,181, and $6,560 for the years ended April 30, 2018, 2017, and 2016, respectively.

On April 30, 2018 and 2017, 1,389,694 and 1,401,764 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 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 has accrued the deferred

compensation over the term of employment. The amounts accrued at April 30, 2018 and 2017, respectively, were $4,214 and $4,737. The discount rates used were 4.5% and 4.0%, respectively, at April 30, 2018 and 2017. The amount expensed in fiscal 2018 was $112 and the Company expects to pay $635 per year for each of the next five years. Expense incurred in fiscal 2017 and fiscal 2016 was $131 and $230, respectively.

Other post-employment benefits The Company also has severance and/or deferred compensation agreements with three other former employees. The amounts accrued at April 30, 2018 and 2017 were $3,431 and $3,825, respectively. The Company expects to pay $464, $439, $439, $439 and $439 the next five years under the agreements. The expense incurred in fiscal 2018, 2017 and 2016 was $131, $370, and $238 respectively.

  1. COMMITMENTS

The Company has entered into an employment agreement with its chief executive officer. The agreement provides that the officer will receive aggregate base compensation of not less than $900 per year exclusive of bonuses. The agreement also provides for certain payments in the case of death or disability of the officer. The Company also has entered into change of control agreements with the chief executive officer and sixteen other key employees, providing for certain payments in the event of termination following a change of control of the Company.

  1. 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, 2018 and 2017 of approximately $260 and $283, respectively, for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties. Additional regulations or amendments to the existing regulations could result in future revisions to such estimated expenditures.

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 adverse effect on our consolidated financial position and results of operations.

Other At April 30, 2018, the Company was partially self-insured for workers’ compensation claims in all but one state of its marketing territory. In North Dakota, 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 approximately $1,000. To facilitate this agreement, letters of credit approximating $21,118 and $21,126, respectively, were issued and outstanding at April 30, 2018 and 2017, on the insurance company’s behalf. The Company also has investments of approximately $224 in escrow as required by one state for partial self-insurance of workers’ compensation claims. Additionally, the Company is self-insured for its portion of employee medical expenses. At April 30, 2018 and 2017, the Company had $39,777 and $37,984, respectively, in accrued expenses for estimated claims relating to self-insurance, the majority of which has been actuarially determined.

  1. QUARTERLY FINANCIAL DATA (Dollars in thousands, except per share amounts) (Unaudited)
Year ended April 30, 2018
Q1Q2Q3Q4Year Total
Total revenue
Fuel$1,220,9851,306,2461,297,3401,321,4175,145,988
Grocery & other merchandise597,413572,151502,750511,8342,184,147
Prepared food & fountain261,840261,998240,618241,1631,005,621
Other13,50113,35013,89514,62355,368
$2,093,7392,153,7452,054,6032,089,0378,391,124
Revenue less cost of goods sold excluding depreciation and amortization and credit card fees
Fuel$109,212110,686100,27286,640406,811
Grocery & other merchandise190,364183,133160,150159,929693,576
Prepared food & fountain163,645160,510145,632143,949613,736
Other13,47613,32813,87014,59755,270
$476,697467,657419,924405,1151,769,393
Net income$56,75848,918192,96519,262317,903
Income per common share
Basic1.481.295.130.528.41
Diluted1.461.285.080.518.34
Year ended April 30, 2017
Q1Q2Q3Q4Year Total
Total revenue
Fuel$1,147,0441,113,3511,053,9901,099,7434,414,128
Grocery & other merchandise566,174544,799476,309500,0682,087,349
Prepared food & fountain243,655248,345228,278233,150953,430
Other13,20613,56011,41613,49951,680
$1,970,0791,920,0551,769,9931,846,4607,506,587
Revenue less cost of goods sold excluding depreciation and amortization and credit card fees
Fuel$104,42999,06089,26585,592378,347
Grocery & other merchandise179,127174,590148,099155,374657,190
Prepared food & fountain153,052156,329140,869143,774594,024
Other13,18713,53911,39613,47951,600
$449,795443,518389,629398,2191,681,161
Net income$67,39257,18022,83530,078177,485
Income per common share
Basic1.721.460.580.774.54
Diluted1.701.440.580.764.48

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