Casey's (CASY) 10-K risk factor changes: FY2020 vs FY2019
The 2020-04-30 10-K against the 2019-04-30 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A74 rewritten16 added12 removed96 unchanged
All filing items749 rewritten406 added274 removed856 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 406 added, 274 removed, 749 rewritten and 856 unchanged across 18 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
74 rewritten, 16 added, 12 removed, 96 unchanged
[removed: Risks] [added: Risks] Related to Our [removed: Industry][added: Industry]
[removed: Our] [added: Our] business and our reputation could be adversely affected by a data security incident or the failure to protect sensitive [removed: customer, employee] [added: guest, team member] or [removed: vendor] [added: supplier] data, or the failure to comply with applicable regulations relating to data security and [removed: privacy.][added: privacy.]
In the normal course of our business, we obtain and have access to large amounts of personal data, including but not limited to credit and debit card [removed: information and other] [added: information,] personally identifiable information [added: and other data] from [added: and about] our [removed: customers, employees,] [added: guests, team members,] and [removed: vendors.][added: suppliers.]
While we invest significant resources and have engaged professional advisers 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 other data security [added: 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 [added: or privacy] incident of any kind could expose us to risk in terms of the loss, unauthorized release, disclosure or acquisition of sensitive [removed: customer, employee] [added: guest, team member] or [removed: vendor] [added: 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, [removed: customers,][added: guests, team members, shareholders, financial institutions and governmental agencies.]
Moreover, a data security [added: 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.
[removed: The] [added: The] convenience store industry is highly [removed: competitive.][added: competitive.]
[removed: The] [added: The] volatility of wholesale petroleum costs could adversely affect our operating [removed: results.][added: results.]
Over the past three fiscal years, on average our fuel revenues accounted for approximately 61% of total revenue and our fuel revenue less cost of goods sold excluding depreciation and amortization accounted for approximately [removed: 23%] [added: 25%] of the total revenue less cost of goods sold excluding depreciation and amortization.
Crude oil and domestic wholesale petroleum markets [removed: are] [added: are, and in the recent past have been,] marked by significant volatility.
[removed: General] [added: The overall economic impact of the COVID-19 pandemic, general] political conditions, threatened or actual acts of war or terrorism, [removed: and] instability or other changes in oil producing regions, particularly in the Middle East and South America, [removed: can significantly affect crude] [added: and trade, economic or other disagreements between] oil [removed: supplies] [added: producing nations, can,] and [removed: wholesale petroleum costs.][added: recently]
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, lack of capacity at United States oil refineries or, in our case, the [removed: absence] [added: level] of fuel contracts that [added: we have that] guarantee an uninterrupted, unlimited supply of fuel.
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 [removed: customer] [added: guest] traffic, which in turn could have a material adverse effect on our business, financial condition and results of operations.
[removed: General] [added: General] economic conditions that are largely out of the Company’s control may adversely affect the Company’s financial condition and results of [removed: operations.][added: operations.]
Current economic conditions, [added: including those resulting from the COVID-19 pandemic,] 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, higher consumer debt [removed: levels,] [added: levels and lower consumer discretionary spending,] higher tax rates and other changes in tax laws or other economic factors may affect input costs and consumer spending or buying habits, and could adversely affect the costs of the products we sell in our stores and the consumer demand for such 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 [removed: customers] [added: guests] to “trade down” to lower priced products in certain categories when these conditions exist.
[removed: Governmental] [added: 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 [removed: profit.][added: profit.]
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 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 [added: 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.]
[added: These factors could adversely affect our] retail price of [removed: cigarettes,] [added: cigarettes and related products, cigarette or related product] unit volume and revenues, [removed: gross profit,] [added: merchandise revenue less cost of goods sold excluding depreciation] and [added: amortization, and] overall [removed: customer] [added: guest] traffic, [removed: which] [added: and] in turn [removed: could] have a material adverse effect on our business, financial condition and results of operations.
Also, increasing regulations for e-cigarettes and vapor products could offset some of the [removed: gains] [added: revenue growth] we have experienced from selling these types of products.
[removed: Consumer] [added: Consumer] or other litigation could adversely affect our financial condition and results of [removed: operations.][added: operations.]
Our retail operations are characterized by a high volume of [removed: customer] [added: guest] traffic and by transactions involving a wide array of product selections, including prepared food.
Consequently, we may become a party to personal injury, bad fuel, product liability, [removed: accessibility] [added: accessibility, data security] and [added: privacy and] other legal actions in the ordinary course of our business.
[removed: Increased] [added: Increased] credit card expenses could increase operating [removed: expenses.][added: expenses.]
[removed: 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 [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] were approximately [removed: $127] [added: $145] million, [removed: $123] [added: $140] million, and [removed: $110] [added: $123] million, respectively.
[removed: Developments] [added: Developments] related to fuel efficiency, fuel conservation practices, climate change, and changing consumer preferences may decrease the demand for motor [removed: fuel.][added: fuel.]
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 [removed: customers] [added: guests] or lead to new forms of fueling destinations or new competitive pressure.
Any of these outcomes could potentially result in fewer [removed: customer] [added: 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.
[removed: Wholesale] [added: Wholesale] cost and tax increases relating to tobacco and nicotine products could affect our operating [removed: results.][added: results.]
In general, we attempt to pass price increases on to our [removed: customers.][added: guests.]
[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Business]
[removed: Food-safety] [added: 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 [removed: reputation.][added: reputation.]
In addition, [removed: customer] [added: 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.
[removed: We] [added: We] may experience difficulties implementing and realizing the results of our [removed: value creation plan.][added: strategic plan.]
While we have invested, and will continue to invest, significant resources in [added: our team and in] planning, development, project [removed: management] [added: 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.
[removed: Any] [added: Any] failure to anticipate and respond to changes in consumer preferences, or to introduce and promote innovative technology for [removed: customer] [added: guest] interaction, could adversely affect our financial [removed: results.][added: results.]
Our continued success depends on our ability to remain relevant with respect to consumer needs and wants, attitudes toward our [removed: industry] [added: industry,] and our [removed: customers’] [added: guests’] preferences for ways of doing business with us, particularly with respect to digital [removed: engagement.][added: engagement, contactless delivery, curb-side 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 [removed: market and] [added: market,] sell [added: and deliver] our products.
This risk is compounded by the increasing use of social and digital media by consumers and the speed by which information and opinions [removed: are shared.]
Pandemics or disease outbreaks, such as the novel coronavirus (“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, and may continue to have, adverse impacts on the Company’s business.
These include, but are not limited to, decreased store traffic and changed guest behavior, decreased demand for our fuel, prepared food and other convenience offerings, decreased or slowed unit/store growth, issues with our supply chain, including difficulties obtaining certain items sold at our stores or that our guests may demand, 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 changing 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, including but not limited to “stay-at-home,” “shelter-in-place” and other travel restrictions,
social distancing requirements, limitations on certain businesses’ hours and operations, limits on public gatherings and other events, and restrictions on 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 has been deemed an “essential service” by many public authorities, 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 or the severity and duration of its impact to the general economy, our guests or our operating results; however, its effects could be material and last for an extended period of time.
have, significantly affected crude oil supplies and wholesale petroleum costs.
Higher operating expenses
are shared.
Products are either moved from supplier locations to our distribution centers, or delivered directly to our stores.
In January 2020, Casey’s 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.
could be adversely affected.
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 resulted in decreased store traffic and certain changes to how we operate our stores and offer certain products for sale to our guests.
In addition, the price of
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
employees, shareholders, financial institutions and governmental agencies.
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 customer traffic, and in turn have a material adverse effect on our business, financial condition and results of operations.
We are engaged in a multi-year implementation of our “value creation plan” for our business centered around three key initiatives - our fleet card program, digital engagement, and price optimization.
Product is moved from vendor locations to the two distribution centers.
The first phase of implementation was completed in November 2018.
The prices of "RINs" fluctuate widely.
In certain states, we blend bulk fuel with ethanol and bio-diesel and sell the associated “renewable identification numbers” (“RINs”) that are generated in the process.
The market prices paid to us for our RINs can fluctuate widely from period to period and can have a significant impact on our financial results for a particular period or periods.
The market price for RINs fluctuates based on a variety of factors including, but not limited to, governmental and regulatory action, perceptions concerning the prospect for changes in the renewable fuels standards or the future availability of RINs, and other market dynamics.
During the past three fiscal years, the average sale price has been $0.56 per RIN.
Due to the inherent price volatility of RINs, there can be no assurance that we will be able to sell our RINs in the future at any particular price.
Any significant decline in the market price of RINs could have a material adverse effect on our results of operations in a particular period or periods.
An excerpt. Shown here: 40 of 74 rewritten, all 16 added and all 12 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
4 rewritten, 0 added, 1 removed, 8 unchanged
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 [added: appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.]
We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2019,] [added: 2020,] would have no material effect on pretax earnings.
We [removed: do] [added: do,] from time to time, participate in a forward buy of certain [removed: commodities, primarily cheese and coffee.][added: commodities.]
These are not accounted for as derivatives under the normal purchase and normal sale exclusions under the applicable [added: accounting] guidance.
appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.
Item 1. BUSINESS
72 rewritten, 12 added, 5 removed, 67 unchanged
[removed: The Company][added: The Company]
The Company also operates two stores under the name "Tobacco City", selling primarily tobacco and nicotine products, [removed: two] [added: one] liquor [removed: stores,] [added: store,] and one grocery store.
In addition, all but [removed: four] [added: three] offer fuel for sale on a self-service basis.
On April 30, [removed: 2019] [added: 2020,] there were a total of [removed: 2,146] [added: 2,207] stores in operation.
There were [removed: 56] [added: 60] stores newly constructed in fiscal [removed: 2019.][added: 2020.]
We closed [removed: 10] [added: 13] stores in fiscal [removed: 2019.][added: 2020.]
We also acquired [removed: 24] [added: 18] additional stores in fiscal [removed: 2019; 22] [added: 2020; 11] of those stores were opened in fiscal [removed: 2019,] [added: 2020,] and [removed: two] [added: seven] will be opened during the [removed: 2020] [added: 2021] fiscal year.
Finally, we opened [removed: five] [added: three] acquisitions purchased in the prior year.
Two distribution centers are in operation (in Ankeny, Iowa adjacent to [removed: our corporate headquarters] [added: the Store Support Center] and in Terre Haute, Indiana) from which grocery and general merchandise items are supplied to our stores.
Casey’s, with [removed: executive offices] [added: the Store Support Center located] at One SE Convenience Blvd., Ankeny, Iowa 50021-8045 (telephone 515-965-6100), was incorporated in Iowa in 1967.
Approximately 56% of all our stores were opened in areas with populations of fewer than 5,000 persons, while approximately [removed: 18%] [added: 19%] of our stores were opened in communities with populations exceeding 20,000 persons.
The Company competes on the basis of [removed: price] [added: 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.
[removed: General][added: General]
We currently own most of our real estate, including substantially all of our stores, both distribution centers, [removed: the Services Company] [added: a construction and support services] facility, and the [removed: Corporate Headquarters] [added: Store Support Center] facility.
Our sales historically have been strongest during the first and second fiscal quarters (May through October) relative to the third and fourth [added: fiscal quarters] (November through April).
In warmer weather, [removed: customers] [added: guests] tend to purchase greater quantities of fuel and certain convenience items such as beer, isotonics, water, soft drinks, and ice.
[removed: Corporate Subsidiaries][added: Corporate Subsidiaries]
The Marketing Company, [removed: Service] [added: Services] Company, and Retail Company are wholly-owned subsidiaries of Casey’s.
CGS Stores, LLC [removed: is a] [added: and Heartland Property Company, LLC are] wholly-owned [removed: subsidiary] [added: subsidiaries] of the Marketing Company.
The Marketing Company owns and operates stores in Arkansas, Indiana, Iowa, Kentucky, Missouri, Ohio, Oklahoma, and [removed: Wisconsin, and until May 2019, stores in Tennessee.]
The Marketing Company also has responsibility for all of our wholesale [added: operations, including both distribution centers.]
[removed: Store Operations][added: Store Operations]
[removed: Products Offered][added: Products Offered]
Stores sell regional brands of dairy and bakery products, and [removed: 1,854 (86.4%)] [added: 1,887 (85.5%)] of the stores offer beer.
All but [removed: four] [added: three] Casey’s Stores offer [removed: gasoline or diesel] [added: retail motor] fuel [added: products] for sale on a self-service basis.
It is our [removed: policy] [added: 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 [removed: snack centers,] [added: kitchens,] which now are in the majority of stores.
The [removed: snack centers] [added: kitchens] sell sandwiches, fountain drinks, and other items that have gross profit margins higher than those of general staple goods.
As of April 30, [removed: 2019,] [added: 2020,] the Company was selling donuts [removed: prepared on store premises] in [removed: 2,136 (99.5%)] [added: 2,199 (99.6%)] of our stores in addition to cookies, brownies, and other bakery items.
We began marketing made-from-scratch pizza in 1984, and it was available in [removed: 2,124] [added: 2,198] stores [removed: (99.0%)] [added: (99.6%)] as of April 30, [removed: 2019.][added: 2020.]
Although pizza is our most popular prepared food offering, we continue to expand our prepared food product line, which [removed: now] [added: currently] includes ham and cheese sandwiches, [removed: pork] [added: pork, chicken,] and [removed: chicken fritters,] sausage sandwiches, chicken tenders, pizza [removed: rolls,] [added: bites,] popcorn chicken, breakfast croissants and biscuits, breakfast pizza, hash browns, quarter-pound hamburgers and cheeseburgers, potato cheese bites and other seasonal items.
[removed: 1,462 (68.1%)] [added: 1,553 (70.4%)] stores [removed: now] [added: currently] offer made-to-order sub sandwiches.
In the last three fiscal years, retail sales of nonfuel items have generated about 39% of our total revenue, but they have resulted in approximately [removed: 77%] [added: 75%] of our revenue less cost of goods sold (excluding depreciation and amortization).
Revenue less cost of goods sold (excluding depreciation and amortization) [added: as a percentage of revenue] on prepared food items averaged approximately [removed: 62%] [added: 61%] during the three fiscal years ended April 30, [removed: 2019—substantially] [added: 2020—substantially] higher than the impact of retail sales of fuel, which averaged approximately [removed: 8%.][added: 9%.]
[removed: Store Design][added: Store Design]
The merchandising display follows a standard layout designed to encourage a flow of [removed: customer] [added: guest] traffic through all sections of every store.
Hours of operation may be adjusted on a store-by-store basis to accommodate [removed: customer] [added: guest] traffic patterns.
As of April 30, [removed: 2019,] [added: 2020,] we operated [removed: approximately 638] [added: 38] stores on a 24-hour basis, and another [removed: 1,349] [added: 307] that have expanded hours.
[removed: Store Locations][added: Store Locations]
Management believes that a Casey’s Store provides a service generally not otherwise available in small towns and that a [removed: convenience store in an area with limited population can be profitable if it stresses sales volume and competitive prices.]
Additionally, the Company is currently constructing a third distribution center in Joplin, Missouri.
We seek to meet the needs of residents of smaller towns through quality products at competitive prices with courteous service in clean stores at convenient locations.
Heartland Property Company, LLC was organized in September 2019 as a Delaware limited liability company.
Wisconsin, and until May 2019, stores in Tennessee.
Store hours as of year-end reflect temporarily adjusted hours in response to the COVID-19 pandemic.
Prior to the COVID-19 pandemic, we operated 633 stores on a 24-hour basis and another 1,407 stores with expanded hours.
convenience store in an area with limited population can be profitable if it stresses sales volume and competitive prices.
Over the course of the last year, the Company, as part of its evolving strategy around fuel price optimization, has been more proactive and balanced to grow profitability, which has partially contributed to higher fuel margins and lower same-store fuel gallons sold during that time.
Additionally, shelter in place restrictions due to the COVID-19 pandemic diminished overall demand during the last two months of the fiscal year.
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.
On April 30, 2020, we had 17,282 full-time team members and 19,871 part-time team members.
food items for sale.
We seek to meet the needs of residents of smaller towns by combining features of both general store and convenience store operations.
operations, including both distribution centers.
Our
On April 30, 2019, we had 16,891 full-time employees and 19,950 part-time employees.
Trip, Kwik Trip, Kum & Go, and other regional chains.
An excerpt. Shown here: 40 of 72 rewritten, all 12 added and all 5 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Cover and table of contents
55 rewritten, 15 added, 2 removed, 51 unchanged
[removed: United States][added: United States]
[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]
[removed: FORM 10-K][added: FORM 10-K]
[removed: Annual] [added: | ☒ | Annual] Report [removed: pursuant] [added: Pursuant] to Section 13 or 15(d) [added: of the Securities Exchange Act of 1934 |]
[added: | ☐ | Transition Report Pursuant to Section 13 or 15(d)] of the Securities Exchange Act of [removed: 1934][added: 1934 |]
[removed: For] [added: For] the Fiscal Year [removed: Ended April] [added: Ended April] 30, [removed: 2019][added: 2020]
[removed: Commission] [added: Commission] File [removed: Number 001-34700][added: Number 001-34700]
[removed: CASEY’S] [added: CASEY’S] GENERAL STORES, [removed: INC.][added: INC.]
[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]
| [removed: IOWA] [added: Iowa] | | [removed: 42-0935283] [added: 42-0935283] |
| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification Number)] [added: (I.R.S. Employer Identification Number)] |
[removed: ONE] [added: ONE] SE CONVENIENCE [removed: BLVD., ANKENY, IOWA][added: BLVD., Ankeny, Iowa]
[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices)]
[removed: 50021][added: 50021]
[removed: (Zip Code)][added: (Zip Code)]
[removed: (515) 965-6100][added: (515) 965-6100]
[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]
[removed: Securities] [added: Securities] Registered pursuant to Section 12(b) of the [removed: Act][added: Act]
[removed: Securities] [added: Securities] Registered pursuant to Section 12(g) of the [removed: Act][added: Act]
[removed: NONE][added: NONE]
Yes [removed: x] [added: ☒] No [removed: ¨][added: ☐]
Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]
| Large accelerated filer | | [removed: x] [added: ☒] | Accelerated filer | | [removed: ¨] [added: ☐] |
| Non-accelerated filer | | [removed: ¨] [added: ☐] | Smaller reporting company | | [removed: ¨] [added: ☐] |
| Emerging growth company | | [removed: ¨] [added: ☐] | | | |
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 [removed: ¨][added: ☐]
The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, [removed: 2018,] [added: 2019,] was approximately [removed: $4.6] [added: $6.3] billion based on the closing sales price [removed: ($125.55] [added: ($170.81] per share) as quoted on the NASDAQ Global Select Market.
| [removed: Class] [added: Class] | | [removed: Outstanding] [added: Outstanding] at June [removed: 20, 2019] [added: 9, 2020] |
| [removed: Common] [added: Common] Stock, no par value per [removed: share] [added: share] | | [removed: 36,763,634 shares] [added: 36,849,324 shares] |
[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: 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, [removed: 2019.][added: 2020.]
[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]
| [removed: PART I] [added: PART I] | ITEM 1. | [removed: [Business](#s70F32BD026C85DB4A3CF1E27C451C84C)] [added: [Business](#s94B48011F39750A3B5C1CC72466C4DD5)] | [removed: [4](#s70F32BD026C85DB4A3CF1E27C451C84C)] [added: [4](#s94B48011F39750A3B5C1CC72466C4DD5)] |
| | ITEM 1A. | [Risk [removed: Factors](#sEE82F227426C5B5DAC2D014C30D7CD25)] [added: Factors](#s0CEB6044FF915B5EB65D2E5D048E648B)] | [removed: [7](#sEE82F227426C5B5DAC2D014C30D7CD25)] [added: [7](#s0CEB6044FF915B5EB65D2E5D048E648B)] |
| | ITEM 1B. | [Unresolved Staff [removed: Comments](#sFFEC6A2C748352F49485BD73336B43F6)] [added: Comments](#s626437474D6F54709505C2D7055C5B36)] | [removed: [15](#sFFEC6A2C748352F49485BD73336B43F6)] [added: [15](#s626437474D6F54709505C2D7055C5B36)] |
| | ITEM 2. | [removed: [Properties](#s4B0D15ECA8C05E82990243D050232855)] [added: [Properties](#s312A1ED90BB8566489D6D46C2B8B1D3B)] | [removed: [15](#s4B0D15ECA8C05E82990243D050232855)] [added: [15](#s312A1ED90BB8566489D6D46C2B8B1D3B)] |
| | ITEM 3. | [Legal [removed: Proceedings](#s11930C0D378A50E7B8786D83D388A40D)] [added: Proceedings](#sA0B3FBA4442B554C86D4B844F79ACB98)] | [removed: [15](#s11930C0D378A50E7B8786D83D388A40D)] [added: [15](#sA0B3FBA4442B554C86D4B844F79ACB98)] |
| | ITEM 4. | [Mine Safety [removed: Disclosures](#sC3DF9397D5FB539DAEFC11761DBB9693)] [added: Disclosures](#sE76086EA08A55C10831222CF6E9ACAB7)] | [removed: [15](#sC3DF9397D5FB539DAEFC11761DBB9693)] [added: [15](#sE76086EA08A55C10831222CF6E9ACAB7)] |
| [removed: PART II] [added: PART II] | ITEM 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#s9BDAFDFDF86C539698B558EB36CEE74F)] [added: Securities](#sBB866072A30651EABF7B70D17FBA56B0)] | [removed: [16](#s9BDAFDFDF86C539698B558EB36CEE74F)] [added: [16](#sBB866072A30651EABF7B70D17FBA56B0)] |
OR
| | |
| --- | --- |
| | |
For the transition period from February 1, 2020 to April 30, 2020
Yes ☒ No ☐
Yes ☒ No ☐
Yes ☐ No ☒
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
FORM 10-K
| | | [Signatures](#s79544C48E5CE551EAD41817CD21A135E) | [57](#s79544C48E5CE551EAD41817CD21A135E) |
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
| | |
| --- | --- |
| | |
10-K 1 casy-2019430x10k.htm 10-K
| | | [Signatures](#sB94EB3C427D55216B7A7079F598B3BA2) | [55](#sB94EB3C427D55216B7A7079F598B3BA2) |
An excerpt. Shown here: 40 of 55 rewritten, all 15 added and all 2 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. PROPERTIES
4 rewritten, 2 added, 0 removed, 8 unchanged
We own [removed: our corporate headquarters] [added: the Store Support Center] (built in 1990) and both distribution centers.
Located on an approximately 57-acre site in Ankeny, Iowa, [removed: our corporate headquarters,] [added: the Store Support Center,] our first distribution center, and our vehicle service and maintenance center occupy a total of approximately 375,000 square feet.
We also own a building near [removed: our corporate headquarters] [added: the Store Support Center] where our construction and support services departments operate.
On April 30, [removed: 2019,] [added: 2020,] we also owned the land at [removed: 2,120] [added: 2,181] store locations and the buildings at [removed: 2,125] [added: 2,189] locations and leased the land at 26 locations and the buildings at [removed: 21] [added: 18] locations.
We are currently in the process of constructing a third distribution center located in Joplin, Missouri.
The new distribution center is expected to provide approximately 230,000 square feet of available space.
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 1 added, 0 removed, 4 unchanged
[removed: PART II][added: PART II]
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
20 rewritten, 8 added, 6 removed, 19 unchanged
[removed: Common Stock][added: Common Stock]
The [removed: 36,664,521] [added: 36,806,325] shares of common stock outstanding at April 30, [removed: 2019] [added: 2020] had a market value of approximately [removed: $4.9] [added: $5.6] billion.
On that [removed: date] [added: date,] there were [removed: 1,618] [added: 1,583] shareholders of record.
[removed: Common] [added: Common] Stock Market [removed: Prices][added: Prices]
| Calendar [removed: 2017] [added: 2018] | High | | | | Low | | | | Calendar [removed: 2018] [added: 2019] | | High | | | | Low | | | | Calendar [removed: 2019] [added: 2020] | | High | | | | Low | | |
| Q1 | $ | [removed: 120.90] [added: 128.51] | | | $ | [removed: 107.43] [added: 105.45] | | | Q1 | | $ | [removed: 128.51] [added: 138.45] | | | $ | [removed: 105.45] [added: 122.86] | | | Q1 | | $ | [removed: 138.45] [added: 181.99] | | | $ | [removed: 122.86] [added: 114.01] | |
[removed: Dividends][added: Dividends]
[removed: We began paying cash dividends during fiscal 1991.The] [added: The] dividends declared in fiscal 2019 totaled $1.16 per share.
The dividends declared in fiscal [removed: 2018] [added: 2020] totaled [removed: $1.04] [added: $1.28] per share.
On June [removed: 5, 2019,] [added: 3, 2020,] the Board of Directors declared a quarterly dividend of $0.32 per share payable August [removed: 15, 2019] [added: 17, 2020,] to shareholders of record on August [removed: 1, 2019.][added: 3, 2020.]
The cash dividends declared during the calendar years [removed: 2017-19] [added: 2018 through 2020] were as follows:
| Calendar [removed: 2017] [added: 2018] | Cash dividend declared | | | | Calendar [removed: 2018] [added: 2019] | | Cash dividend declared | | | | Calendar [removed: 2019] [added: 2020] | | Cash dividend declared | | |
| Q1 | $ | [removed: 0.240] [added: 0.260] | | | Q1 | | $ | [removed: 0.260] [added: 0.290] | | | Q1 | | $ | [removed: 0.290] [added: 0.320] | |
| Q2 | [removed: 0.260] [added: 0.290] | | | | Q2 | | [removed: 0.290] [added: 0.320] | | | | Q2 | | 0.320 | | |
[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]
The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended April 30, [removed: 2019:][added: 2020:]
| February [removed: 1-28, 2019] [added: 1-29, 2020] | — | | | $ | — | | | — | | | $ | 300,000,000 | |
| March 1-31, [removed: 2019] [added: 2020] | — | | | — | | | | — | | | 300,000,000 | | |
| April 1-30, [removed: 2019] [added: 2020] | — | | | — | | | | — | | | $ | 300,000,000 | |
| (1) | On March 6, 2017, the Company announced 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. The repurchase was completed in May 2018. In March 2018, the Company announced a second share repurchase program with an aggregate $300 million repurchase authorization, also valid for two years. [added: 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. |
| Q2 | $ | 110.83 | | | $ | 90.42 | | | Q2 | | $ | 156.82 | | | $ | 127.75 | | | | | | | | | | | |
| Q3 | $ | 130.74 | | | $ | 102.47 | | | Q3 | | $ | 173.31 | | | $ | 154.58 | | | | | | | | | | | |
| Q4 | $ | 137.08 | | | $ | 116.23 | | | Q4 | | $ | 179.21 | | | $ | 152.05 | | | | | | | | | | | |
We began paying cash dividends during fiscal 1991.
| Q3 | 0.290 | | | | Q3 | | 0.320 | | | | | | | | |
| Q4 | 0.290 | | | | Q4 | | 0.320 | | | | | | | | |
| | 1.130 | | | | | | 1.250 | | | | | | | | |
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
| Q2 | $ | 117.80 | | | $ | 104.64 | | | Q2 | | $ | 110.83 | | | $ | 90.42 | | | | | | | | | | | |
| Q3 | $ | 112.61 | | | $ | 99.76 | | | Q3 | | $ | 130.74 | | | $ | 102.47 | | | | | | | | | | | |
| Q4 | $ | 125.35 | | | $ | 103.50 | | | Q4 | | $ | 137.08 | | | $ | 116.23 | | | | | | | | | | | |
| Q3 | 0.260 | | | | Q3 | | 0.290 | | | | | | | | |
| Q4 | 0.260 | | | | Q4 | | 0.290 | | | | | | | | |
| | 1.020 | | | | | | 1.130 | | | | | | | | |
Item 6. SELECTED FINANCIAL DATA
131 rewritten, 113 added, 151 removed, 112 unchanged
[removed: Statement] [added: Statement] of Income [removed: Data][added: Data]
| | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Total revenue | [removed: $] [added: $] | [removed: 9,352,910] [added: 9,175,296] | | | $ | [removed: 8,391,124] [added: 9,352,910] | | | $ | [removed: 7,506,587] [added: 8,391,124] | | | $ | [removed: 7,122,086] [added: 7,506,587] | | | $ | [removed: 7,767,216] [added: 7,122,086] | |
| Cost of goods sold (exclusive of depreciation and amortization, shown separately below) | [removed: 7,398,186] [added: 7,030,612] | | | | [removed: 6,621,731] [added: 7,398,186] | | | | [removed: 5,825,426] [added: 6,621,731] | | | | [removed: 5,508,465] [added: 5,825,426] | | | | [removed: 6,327,431] [added: 5,508,465] | | |
| Operating expenses | [removed: 1,391,279] [added: 1,498,043] | | | | [removed: 1,283,046] [added: 1,391,279] | | | | [removed: 1,172,328] [added: 1,283,046] | | | | [removed: 1,053,805] [added: 1,172,328] | | | | [removed: 960,424] [added: 1,053,805] | | |
| Depreciation and amortization | [removed: 244,387] [added: 251,174] | | | | [removed: 220,970] [added: 244,387] | | | | [removed: 197,629] [added: 220,970] | | | | [removed: 170,937] [added: 197,629] | | | | [removed: 156,111] [added: 170,937] | | |
| Interest, net | [removed: 55,656] [added: 53,419] | | | | [removed: 50,940] [added: 55,656] | | | | [removed: 41,536] [added: 50,940] | | | | [removed: 40,173] [added: 41,536] | | | | [removed: 41,225] [added: 40,173] | | |
| Income before income taxes | [removed: 263,402] [added: 342,048] | | | | [removed: 214,437] [added: 263,402] | | | | [removed: 269,668] [added: 214,437] | | | | [removed: 348,706] [added: 269,668] | | | | [removed: 282,025] [added: 348,706] | | |
| Federal and state income taxes | [added: 78,202 | | | |] 59,516 | | | | (103,466 | | ) | | 92,183 | | | | 122,724 | | | [removed: | 101,397 | | |]
| Net income | [removed: $] [added: $] | [removed: 203,886] [added: 263,846] | | | $ | [removed: 317,903] [added: 203,886] | | | $ | [removed: 177,485] [added: 317,903] | | | $ | [removed: 225,982] [added: 177,485] | | | $ | [removed: 180,628] [added: 225,982] | |
| Basic earnings per common share | [removed: $] [added: $] | [removed: 5.55] [added: 7.14] | | | $ | [removed: 8.41] [added: 5.55] | | | $ | [removed: 4.54] [added: 8.41] | | | $ | [removed: 5.79] [added: 4.54] | | | $ | [removed: 4.66] [added: 5.79] | |
| Diluted earnings per common share | [removed: $] [added: $] | [removed: 5.51] [added: 7.10] | | | $ | [removed: 8.34] [added: 5.51] | | | $ | [removed: 4.48] [added: 8.34] | | | $ | [removed: 5.73] [added: 4.48] | | | $ | [removed: 4.62] [added: 5.73] | |
| Weighted average number of common shares outstanding—basic | [removed: 36,710] [added: 36,956] | | | | [removed: 37,778] [added: 36,710] | | | | [removed: 39,125] [added: 37,778] | | | | [removed: 39,016] [added: 39,125] | | | | [removed: 38,743] [added: 39,016] | | |
| Weighted average number of common shares outstanding—diluted | [removed: 36,975] [added: 37,186] | | | | [removed: 38,132] [added: 36,975] | | | | [removed: 39,579] [added: 38,132] | | | | [removed: 39,422] [added: 39,579] | | | | [removed: 39,104] [added: 39,422] | | |
| Dividends declared per common share | [removed: $] [added: $] | [removed: 1.16] [added: 1.28] | | | $ | [removed: 1.04] [added: 1.16] | | | $ | [removed: 0.96] [added: 1.04] | | | $ | [removed: 0.88] [added: 0.96] | | | $ | [removed: 0.80] [added: 0.88] | |
[removed: Balance] [added: Balance] Sheet [removed: Data][added: Data]
| Current assets | [removed: 410,580] [added: 387,250] | | | | $ | [removed: 396,840] [added: 410,580] | | | $ | [removed: 350,685] [added: 396,840] | | | $ | [removed: 325,885] [added: 350,685] | | | $ | [removed: 305,260] [added: 325,885] | |
| Total assets | [removed: $] [added: $] | [removed: 3,731,376] [added: 3,943,892] | | | [removed: 3,469,927] [added: 3,731,376] | | | | [removed: 3,020,102] [added: 3,469,927] | | | | [removed: 2,726,148] [added: 3,020,102] | | | | [removed: 2,469,965] [added: 2,726,148] | | |
| Current liabilities | [removed: 590,932] [added: 1,063,428] | | | | [removed: 507,850] [added: 590,932] | | | | [removed: 446,546] [added: 507,850] | | | | [removed: 387,571] [added: 446,546] | | | | [removed: 364,889] [added: 387,571] | | |
| Long-term debt, net of current maturities | [removed: 1,283,275] [added: 714,502] | | | | [removed: 1,291,725] [added: 1,283,275] | | | | [removed: 907,356] [added: 1,291,725] | | | | [removed: 822,869] [added: 907,356] | | | | [removed: 838,245] [added: 822,869] | | |
| Shareholders’ equity | [removed: 1,408,769] [added: 1,643,205] | | | | [removed: 1,271,141] [added: 1,408,769] | | | | [removed: 1,190,620] [added: 1,271,141] | | | | [removed: 1,083,463] [added: 1,190,620] | | | | [removed: 875,229] [added: 1,083,463] | | |
[removed: Overview][added: Overview]
On April 30, [removed: 2019,] [added: 2020,] there were a total of [removed: 2,146] [added: 2,207] stores in operation.
All but [removed: four] [added: 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.
Approximately 56% of all Casey’s Stores were opened in areas with populations of fewer than 5,000 people, while approximately [removed: 18%] [added: 19%] of all stores were opened in communities with populations exceeding 20,000 persons.
The Marketing Company operates two distribution centers, through which grocery and [removed: general] [added: other] merchandise, and prepared food [added: and fountain] items are supplied to our stores.
One is adjacent to [removed: our Corporate Headquarters] [added: the Store Support Center] facility in Ankeny, Iowa.
At April 30, [removed: 2019,] [added: 2020,] the Company owned the land at [removed: 2,120] [added: 2,181] store locations and the buildings at [removed: 2,125] [added: 2,189] locations, and leased the land at 26 locations and the buildings at [removed: 21] [added: 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 [removed: customers] [added: guests] tend to purchase greater quantities of fuel and certain convenience items such as beer, pop and ice.
The following table represents the roll forward of store growth through the fourth quarter of fiscal [removed: 2019:][added: 2020:]
| | [removed: Store Count] [added: Store Count] |
| New [removed: Store Construction] [added: store construction] | [removed: 56] [added: 60] |
| Acquisitions | [removed: 24] [added: 18] |
| Acquisitions not opened | [removed: (2)] [added: (7)] |
| Prior [removed: Acquisitions] [added: acquisitions] opened | [removed: 5] [added: 3] |
| Closed | [removed: (10)] [added: (13)] |
| [removed: Stores] [added: Stores] at [removed: 4/30/19] [added: April 30, 2019] | 2,146 |
[removed: During] [added: Despite these impacts, however, during] the fourth [removed: quarter of fiscal 2019,] [added: quarter,] the Company [removed: earned $0.68] [added: reported $1.67] in diluted earnings per share compared to [removed: $0.51] [added: $0.68] per share for the same quarter a year ago.
[removed: Same store] [added: Also in the fourth quarter of fiscal 2020, same-store] sales of grocery [removed: &] [added: and] other merchandise [removed: increased 5.7% and prepared foods & fountain increased] [added: decreased] 2.0% [removed: during the fourth quarter] [added: with an average margin] of [removed: fiscal 2019, as compared to the same period in the prior year.][added: 30.4%.]
[removed: Fiscal 2019 Compared] [added: Fiscal 2020 Compared] with [removed: Fiscal 2018][added: Fiscal 2019]
| Stores at April 30, 2020 | 2,207 |
*Long-Term Strategic Plan*
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; best-in-class efficiencies; and, invest in our people and culture.
The Company's plan is based on building on our proud heritage 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.
*COVID-19 and Fourth Quarter Results*
During the fourth quarter of fiscal year 2020, the COVID-19 pandemic began to take hold throughout our footprint, as the number of reported infections within the sixteen states in which we operate increased.
Starting in mid-March, governmental restrictions, including shelter in place and stay at home orders, a widespread shift to working from home, other efforts to restrict the spread of the outbreak, and our guests’ behavior in response to the pandemic resulted in a sharp, overall decline in store traffic.
This resulted in lower demand for our products and a decrease in same-store sales.
Because we were considered an “essential service” by public authorities, we continued to operate with minimal (and only temporary) store closings.
While our stores remained open, the manner in which we served our guests required changes at many of our locations, including restrictions on self-service food and beverages, reduced prepared food offerings, limiting guest traffic in our stores and social distancing measures.
In addition, due to the decrease in demand, and to enhance our cleaning procedures, many of our stores saw a reduction in store hours.
Throughout the pandemic, however, we have not experienced any significant disruptions in our supply chain to date, despite the increased restrictions and uncertainty.
Our top priority throughout this pandemic has been the health and well-being of our team members, our guests, and our communities.
As a result, we implemented the following changes across our store footprint:
| • | 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; and |
| | |
| --- | --- |
| • | implemented contact-less delivery. |
| | |
| --- | --- |
| • | provided free meals for all store and distribution center team members; |
After a strong start to the fourth quarter, the Company’s results of operations for fiscal 2020 in the last half of the quarter were significantly impacted in all categories by the COVID-19 pandemic as follows:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| Same-Store Sales | 1st Half | | 2nd Half | | 4th quarter total | |
| Fuel Gallons | 2.9 | % | (32.2 | )% | (14.7 | )% |
| Stores at 4/30/18 | 2,073 |
Quarterly and Year-To-Date Summary Results
Fiscal 2019 diluted earnings per share was $5.51 compared to $3.81 last year, or $8.34 when including the one-time benefit of the adoption of the Tax Cuts and Jobs Act.
The fourth quarter results reflected an average margin of approximately 18.6 cents per gallon and a 2.8% decrease in same-store fuel gallons sold (compared to an average margin of 16.3 cents per gallon and a 2.0% increase in same-store fuel gallons sold last year).
The Company’s fourth quarter fuel margin included the sale of approximately 18.6 million renewable fuel credits for $3.5 million (compared to 14.8 million credits sold last year for $7.9 million).
For the year, we sold 73.1 million renewable fuel credits for $15.1 million.
In the prior year we sold 65.9 million credits for $47.5 million.
Renewable fuel credit values are driven by market conditions, where credits were trading significantly lower throughout fiscal 2019.
For the fiscal year, average fuel margin was 20.3 cents per gallon while same-store gallons decreased 1.7%.
In the prior year, average fuel margin was 18.5 cents per gallon while same-store gallons increased 2.3%.
Historically, our retail fuel strategy has been to price to the competition, where the timing of retail price changes was driven by local competitive conditions.
Over the course of fiscal 2019, the Company, as part of its evolving strategy around fuel price optimization, has been more proactive and balanced in driving changes to market prices to grow gross profit dollars, which has contributed to a higher fuel margin and lower same-store fuel gallons sold.
In addition, softer demand in the Midwest adversely impacted same-store fuel gallons sold in the quarter.
Company Initiatives
The Company believes that reducing energy consumption where feasible is a sound long-term business strategy that reduces operating expenses.
While individually and in aggregate the financial impact of these initiatives may not be material, implementing them throughout our operations is a part of our overall expense management.
As an example, all newly constructed stores use 100 percent high efficiency LED lighting.
The Company is also in the process of retrofitting all of our legacy stores with LED lighting.
The project was expected to be a four or five year project that should be completed by the end of fiscal 2020.
Also, when we perform a major remodel of an existing store, the fluorescent lighting is replaced with LED lighting.
Furthermore, new canopies over the fuel pumps are installed with time systems and photo eyes to help control the canopy lighting.
For further information concerning the Company’s operating environment and certain conditions that may affect future performance, see the “Forward-looking Statements” at the end of this Item 7.
Total revenue for fiscal 2019 increased 11.5% ($961,786) to $9,352,910, primarily due to a 8.8% increase in the price of fuel (which generated an additional $454,594) and number of fuel gallons sold (which generated an additional $248,188), and a
$254,047 increase in grocery & other merchandise and prepared food & fountain.
Retail fuel sales for the fiscal year were $5,848,770, an increase of 13.7%.
Fuel gallons sold increased 4.4% to 2.3 billion gallons.
The prepared food & fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 62.2% from 61.0% during fiscal 2019, due mainly to strategic price increases, favorable commodity prices, and a product mix shift.
Operating expenses increased 8.4% ($108,233) in fiscal 2019 primarily due to operating 73 more stores than one year ago.
The increase in the effective tax rate was primarily due to the one-time benefit of the adoption of the 2017 Tax Cuts and Jobs Act ("Tax Reform Act") in the prior year.
Net income decreased to $203,886 in fiscal 2019 from $317,903 in fiscal 2018.
The decrease was mainly due to the adoption of the Tax Reform Act, which amounted to approximately $173,000 of income upon adoption.
This was offset by margin increases in each category in fiscal 2019, operating 73 more stores than one year ago, and improved same store sales metrics inside the store.
Fiscal 2018 Compared with Fiscal 2017
Total revenue for fiscal 2018 increased 11.8% ($884,537) to $8,391,124, primarily due to a 9.3% increase in the price of fuel (which generated an additional $411,656) and number of fuel gallons sold (which generated an additional $320,204), and a $148,989 increase in inside sales (grocery & other merchandise and prepared food & fountain).
Retail fuel sales for the fiscal year were $5,145,988, an increase of 16.6%.
Fuel gallons sold increased 6.6% to 2.2 billion gallons.
Inside sales increased 4.9% to $3,189,768, primarily as a result of a $101,953 increase from stores that were built or acquired after April 30, 2016, and a $22,366 increase from the rollout and expansion of our operating programs in our stores (expanded hours at select locations, stores with pizza delivery, and major remodels).
The fuel cents per gallon was consistent at 18.5 cents in fiscal 2018 compared to 18.4 in fiscal 2017.
The grocery & other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was slightly higher at 31.8% in fiscal 2018 compared to 31.5% in fiscal 2017, due mainly to product mix shift.
Operating expenses increased 9.4% ($110,718) in fiscal 2018 primarily due to an increase from stores built or acquired after April 30, 2016 ($55,443), and the expansion of our operating programs noted above ($14,153).
An excerpt. Shown here: 40 of 131 rewritten, 40 of 113 added and 40 of 151 removed. The counts are complete. For every sentence, read Item 6. SELECTED FINANCIAL DATA in the FY2020 filing and the FY2019 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
329 rewritten, 203 added, 89 removed, 317 unchanged
[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Public Accounting Firm]
[removed: The] [added: The] Shareholders and Board of [removed: Directors][added: Directors]
[removed: Casey’s] [added: Casey’s] General Stores, [removed: Inc.:][added: Inc.:]
[removed: Opinion] [added: *Opinion] on the Consolidated Financial [removed: Statements][added: Statements*]
We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended April 30, [removed: 2019,] [added: 2020,] 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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended April 30, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated June [removed: 28, 2019] [added: 26, 2020] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
[removed: Basis] [added: *Basis] for [removed: Opinion][added: Opinion*]
[removed: Opinion] [added: *Opinion] on Internal Control Over Financial [removed: Reporting][added: Reporting*]
We have audited Casey’s General Stores, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of April 30, [removed: 2019,] [added: 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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, [removed: 2019,] [added: 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, [removed: comprehensive income,] shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, [removed: 2019,] [added: 2020,] and the related notes (collectively, the consolidated financial statements), and our report dated June [removed: 28, 2019] [added: 26, 2020] expressed an unqualified opinion on those consolidated financial statements.
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: *Management’s] Report on Internal Control over Financial [removed: Reporting.][added: Reporting*.]
[removed: Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting*]
[removed: CASEY’S] [added: CASEY’S] GENERAL STORES, INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]
| | [added: 2020 | | | |] 2019 | | | | 2018 | | |
| [removed: Assets] [added: Assets] | | | | | | | |
| Cash and cash equivalents | [removed: $] [added: $] | [removed: 63,296] [added: 78,275] | | | $ | [removed: 53,679] [added: 63,296] | |
| Receivables | [removed: 37,856] [added: 48,500] | | | | [removed: 45,045] [added: 37,856] | | |
| Inventories | [removed: 273,040] [added: 236,007] | | | | [removed: 241,668] [added: 273,040] | | |
| Prepaid expenses | [removed: 7,493] [added: 9,801] | | | | [removed: 5,766] [added: 7,493] | | |
| Income taxes receivable | [removed: 28,895] [added: 14,667] | | | | [removed: 50,682] [added: 28,895] | | |
| Total current assets | [removed: 410,580] [added: 387,250] | | | | [removed: 396,840] [added: 410,580] | | |
| Land | [removed: 792,601] [added: 872,151] | | | | [removed: 729,965] [added: 792,601] | | |
| Buildings and leasehold improvements | [removed: 1,770,695] [added: 1,969,585] | | | | [removed: 1,620,218] [added: 1,770,695] | | |
| Construction in process | [removed: 124,613] [added: 125,632] | | | | [removed: 56,346] [added: 124,613] | | |
| Less accumulated depreciation and amortization | [removed: 1,826,936] [added: 2,037,708] | | | | [removed: 1,611,177] [added: 1,826,936] | | |
| Other assets, net of amortization | [removed: 52,947] [added: 71,766] | | | | [removed: 29,909] [added: 41,154] | | |
| Goodwill | [removed: 157,223] [added: 161,075] | | | | [removed: 140,258] [added: 157,223] | | |
| Total assets | [removed: $] [added: $] | [removed: 3,731,376] [added: 3,943,892] | | | $ | [removed: 3,469,927] [added: 3,731,376] | |
| [removed: Liabilities] [added: Liabilities] and Shareholders’ [removed: Equity] [added: Equity] | | | | | | | |
| Lines of credit | [removed: $] [added: $] | [removed: 75,000] [added: 120,000] | | | $ | [removed: 39,600] [added: 75,000] | |
| Current maturities of long-term debt | [removed: 17,205] [added: 570,280] | | | | [removed: 15,374] [added: 17,205] | | |
| Accounts payable | [removed: 335,240] [added: 184,800] | | | | [removed: 321,419] [added: 335,240] | | |
| Wages and related taxes | [removed: 39,950] [added: 34,039] | | | | [removed: 27,704] [added: 39,950] | | |
| Property taxes | [removed: 32,931] [added: 36,348] | | | | [removed: 29,117] [added: 32,931] | | |
| Insurance accruals | [removed: 21,671] [added: 22,097] | | | | [removed: 20,029] [added: 21,671] | | |
| Other | [removed: 68,935] [added: 95,864] | | | | [removed: 54,607] [added: 68,935] | | |
| Total current liabilities | [removed: 590,932] [added: 1,063,428] | | | | [removed: 507,850] [added: 590,932] | | |
| Long-term [removed: debt,] [added: debt and finance lease obligations,] net of current maturities | [removed: 1,283,275] [added: 714,502] | | | | [removed: 1,291,725] [added: 1,283,275] | | |
*Critical Audit Matters*
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of 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 a separate opinion 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, 2020, 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.
Actuarial projections of the losses are employed due to the potential variability in the liability estimates.
Factors affecting the uncertainty of the claim liability include the (1) loss development factors, which includes the development time frame, and settlement patterns, and (2) expected loss rates, which includes litigation and adjudication direction, and medical treatment and cost trends.
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
rates involved significant measurement uncertainty requiring complex auditor judgment.
Specialized skill and knowledge is necessary to evaluate the methods and key assumptions used to determine the liability.
The primary procedures we performed to address this critical audit matter included the following.
We tested certain internal controls over the Company’s process to determine the self-insurance claim liability for workers’ compensation including controls over the selection of the methods used to determine the liability, and 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’s external actuary by comparing them to generally accepted actuarial methods
–evaluating the loss development factors and expected loss rates used by the Company’s external actuary by comparing them to industry and regulatory trends.
June 26, 2020
The Shareholders and Board of Directors
Casey’s General Stores, Inc.:
*Basis for Opinion*
June 26, 2020
| | 2020 | | | | 2019 | | |
| Machinery and equipment | 2,369,361 | | | | 2,236,123 | | |
| Finance lease right-of-use assets | 24,780 | | | | 25,323 | | |
| | 5,361,509 | | | | 4,949,355 | | |
| Net property and equipment | 3,323,801 | | | | 3,122,419 | | |
| Net income | — | | | — | | | | 263,846 | | | | 263,846 | | |
| Balance at April 30, 2020 | 36,806,325 | | | $ | 33,286 | | | $ | 1,609,919 | | | $ | 1,643,205 | |
| Net income | $ | 263,846 | | | $ | 203,886 | | | $ | 317,903 | |
| Depreciation and amortization | 251,174 | | | | 244,387 | | | | 220,970 | | |
| Noncash additions from adoption of ASC 842 | 22,635 | | | | — | | | | — | | |
1.
Certain amounts in prior year have been reclassified to conform to current year presentation.
| | 2020 | | | | 2019 | | |
These are recognized in the period earned based on the applicable rebate agreement.
The useful lives utilized for capitalized software implementation costs range from 3\-13 years.
As of April 30, 2020 and April 30, 2019, the Company had recognized $38,593 and $27,873 of capitalized software implementation costs, respectively.
The outstanding balance is recognized in other assets on the consolidated balance sheets.
| Finance lease right-of-use assets | Lesser of term of lease or life of asset |
June 28, 2019
| Machinery and equipment | 2,224,330 | | | | 2,093,878 | | |
| Leasehold interest in property and equipment | 25,323 | | | | 13,690 | | |
| | 4,937,562 | | | | 4,514,097 | | |
| Net property and equipment | 3,110,626 | | | | 2,902,920 | | |
| Balance at April 30, 2016 | 39,055,570 | | | $ | 72,868 | | | $ | 1,010,595 | | | $ | 1,083,463 | |
| Net income | — | | | — | | | | 177,485 | | | | 177,485 | | |
| Issuance of common stock | 28,138 | | | 3,526 | | | | | | | | 3,526 | | |
| Repurchase of common stock | (443,800 | ) | | (49,374 | | ) | | — | | | | (49,374 | | ) |
1.
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.
The Company adopted ASU 2014-09 in the quarter ended July 31, 2018.
The outstanding balance in the individual software arrangements is carried in Other Assets on the balance sheet.
| Leasehold interest in property and equipment | Lesser of term of lease or life of asset |
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.
We adopted the standard on May 1, 2018 using the modified retrospective approach.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).
There was no material impact to the Company for the adoption of this standard.
This standard provides guidance on accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract.
2.
2019 fiscal year, and two will be opened during the 2020 fiscal year.
| Inventories | $ | 1,724 | |
| Goodwill | 16,965 | | |
| Total revenue | $ | 9,474,560 | | | $ | 8,573,783 | |
| Net income | $ | 209,468 | | | $ | 325,107 | |
| Basic | $ | 5.71 | | | $ | 8.61 | |
| Diluted | $ | 5.67 | | | $ | 8.53 | |
3.
| Capitalized lease obligations discounted at 3.70% to 6.00% due in various monthly installments through 2048 (Note 7) | $ | 16,480 | | | $ | 8,099 | |
| | 1,300,480 | | | | 1,307,099 | | |
| | $ | 1,283,275 | | | $ | 1,291,725 | |
| 2020 | $ | 2,205 | | | $ | 15,000 | | | $ | 17,205 | |
| 2022 | 2,395 | | | | — | | | | 2,395 | | |
| Thereafter | 4,937 | | | | 648,000 | | | | 652,937 | | |
| | $ | 16,480 | | | $ | 1,284,000 | | | $ | 1,300,480 | |
4.
The 2009 Plan previously replaced and superseded the 2000 Stock Option Plan and the Non-Employees Directors’ Stock Option Plan (collectively with the 2009 Plan, the “Prior Plans”).
| June 3, 2016 | Restricted Stock | 40,996 | | Officers & Key Employees | Immediate (Annual Performance Goal) | $5,108 |
An excerpt. Shown here: 40 of 329 rewritten, 40 of 203 added and 40 of 89 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 2 added, 3 removed, 21 unchanged
Based on that evaluation, the [removed: CEO] [added: Chief Executive Officer] and [removed: CFO] [added: Chief Financial Officer] have concluded that the Company’s current disclosure controls and procedures were effective as of April 30, [removed: 2019.][added: 2020.]
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of April 30, [removed: 2019.][added: 2020.]
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013).][added: (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, [removed: 2019.][added: 2020.]
This report appears on page [removed: 30.][added: 33.]
There [removed: have been] [added: were] no [removed: other] changes in the [removed: Company’s] [added: Company's] internal control over financial reporting [added: that occurred] during the [removed: fiscal year ended April 30, 2019] [added: period covered by this report] that have materially affected, or are reasonably likely to materially affect, the [removed: Company’s] [added: Company's] internal control over financial reporting.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by [added: 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 [removed: achieving its stated goals under all potential future conditions.]
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
achieving its stated goals under all potential future conditions.
In November 2018, the Company completed implementation of the first phase of a new enterprise resource planning (ERP) system, which is designed to replace or enhance certain internal financial and operating systems.
In connection with the ERP implementation, we updated the processes and controls that constitute our internal control over financial reporting, as necessary, to accommodate related changes to our accounting procedures and business processes.
management override of the control.
Item 9B. OTHER INFORMATION
1 rewritten, 1 added, 0 removed, 4 unchanged
[removed: PART III][added: PART III]
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 8 unchanged
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, [removed: 2019] [added: 2020,] and used in connection with the Company’s [removed: 2019] [added: 2020] Annual Meeting of Shareholders are hereby incorporated by reference.
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 [removed: employees.][added: team members.]
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 3 unchanged
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, [removed: 2019] [added: 2020,] and used in connection with the Company’s [removed: 2019] [added: 2020] Annual Meeting of Shareholders is hereby incorporated by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 3 unchanged
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, [removed: 2019] [added: 2020,] and used in connection with the Company’s [removed: 2019] [added: 2020] Annual Meeting of Shareholders are hereby incorporated by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 3 unchanged
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, [removed: 2019] [added: 2020,] and used in connection with the Company’s [removed: 2019] [added: 2020] Annual Meeting of Shareholders is hereby incorporated by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 1 added, 0 removed, 3 unchanged
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, [removed: 2019] [added: 2020,] and used in connection with the Company’s [removed: 2019] [added: 2020] Annual Meeting of Shareholders is hereby incorporated by reference.
[removed: PART IV][added: PART IV]
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
31 rewritten, 24 added, 3 removed, 71 unchanged
Consolidated Balance Sheets, April 30, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]
Consolidated Statements of Income, Three Years Ended April 30, [removed: 2019][added: 2020]
Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2019][added: 2020]
Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2019][added: 2020]
| 3.1 | [Second Restatement of the Restated and Amended Articles of Incorporation, as amended September 5, [removed: 2018] [added: 2018, June 28, 2019 and September 4, 2019] (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed September [removed: 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000140/secondamendedandrestated.htm)] [added: 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/secondamendedandrestat.htm)] |
| 3.2(a) | [Fourth Amended and Restated By-Laws, as amended September 5, [removed: 2018] [added: 2018, June 28, 2019 and September 5, 2019] (incorporated by reference to Exhibit 3.2(a) to Form 10-Q as filed September [removed: 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000140/fourthamendedandrestatedby.htm)] [added: 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/fourthamendedandrestat.htm)] |
| [removed: 4.8] [added: 4.1] | [Note Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers the 5.72% Senior Notes, Series A and Series B (incorporated by reference to Exhibit 4.8 to Form 8-K as filed September 29, 2006)](http://www.sec.gov/Archives/edgar/data/726958/000119312506200337/dex48.htm) |
| [removed: 4.9] [added: 4.2] | [Note Purchase Agreement dated as of 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)](http://www.sec.gov/Archives/edgar/data/726958/000095015710001417/ex4-1.htm) |
| [removed: 4.10] [added: 4.3] | [Note Purchase Agreement dated as of 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)](http://www.sec.gov/Archives/edgar/data/726958/000119312513262013/d555874dex410.htm) |
| [removed: 4.11] [added: 4.4] | [Note Purchase Agreement dated as of 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)](http://www.sec.gov/Archives/edgar/data/726958/000072695816000191/secversionofnotepurchaseag.htm) |
| [removed: 4.12] [added: 4.5] | [Note Purchase Agreement dated as of 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)](http://www.sec.gov/Archives/edgar/data/726958/000072695817000045/notepurchaseagreementform8.htm) |
| [removed: 4.13] [added: 4.6] | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/ex413descriptionofcapitals.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/exhibit46descriptionof.htm)] |
| [removed: 10.28(d)] [added: 10.1] | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000004/umbpromissorynote.htm) |
| [removed: 10.28(e)] [added: 10.2] | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000004/creditagreement.htm) |
| [removed: 10.29(a)*] [added: 10.3*] | [Form of [removed: “change] [added: Change] of [removed: control”] [added: Control] Employment Agreement (incorporated by reference to Exhibit 10.29(a) to Form 8-K as filed June 2, 2010)](http://www.sec.gov/Archives/edgar/data/726958/000095013010002857/dex1029a.htm) |
| [removed: 10.30*] [added: 10.5*] | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1030-nonxqualifieds.htm) |
| [removed: 10.31*] [added: 10.6*] | [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)](http://www.sec.gov/Archives/edgar/data/726958/0000726958-97-000012.txt) |
| [removed: 10.33*] [added: 10.17*] | [removed: [Casey’s] [added: [Casey's] General Stores, Inc. [removed: 2000] [added: 2018] Stock [removed: Option] [added: Incentive] Plan [removed: and related form of Grant Agreement] (incorporated by reference to Exhibit [removed: 10.33] [added: 10.43] to Form [removed: 10-K] [added: 8-K] as filed [removed: June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1033-2000stockoptio.htm)] [added: September 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/a2018stockincentiveplanfin.htm)] |
| [removed: 10.38*] [added: 10.7*] | [Executive Nonqualified Excess Plan Document and related Adoption Agreement dated [removed: July 12, 2006 (incorporated by reference to Exhibit 10.38 to Form 10-K as filed June 29, 2007)](http://www.sec.gov/Archives/edgar/data/726958/000119312507147153/dex1038.htm)] [added: September 25, 2015](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/exhibit107excessplaned.htm)] |
| [removed: 10.39*] [added: 10.12*] | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1039-myersemploymen.htm) |
| [removed: 10.40*] [added: 10.4*] | [removed: [Severance] [added: [Form of Change of Control] Agreement [removed: with John G. Harmon] (incorporated by reference to Exhibit [removed: 99.1] [added: 10.1] to Form 8-K as filed [removed: January 17, 2008)](http://www.sec.gov/Archives/edgar/data/726958/000119312508008127/dex991.htm)] [added: December 19, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000132/formcic.htm)] |
| [removed: 10.41*] [added: 10.8*] | [Casey’s General Stores, Inc. 2009 Stock Incentive Plan [removed: and related forms of Stock Option Grant (2011), Restricted Stock Agreement (Officers and Other Employees) (2015, 2016), Restricted Stock Units Agreement (Officers and Other Employees) (2015, 2016), Restricted Stock Units Agreement (Non-Officer Employees) (2017, 2018), Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary (2017, 2018), Stock Award Agreement (Non-Employee Directors) (2017), and Restricted Stock Units Agreement (Non-Employee Directors) (2018)] (incorporated by reference to Exhibit 10.41 to Form [removed: 10-K] [added: 8-K] as filed [removed: June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1041-2009stockplana.htm)] [added: September 23, 2009)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1041-2009stockplana.htm)] |
| [removed: 10.42*] [added: 10.13*] | [Employment Agreement [removed: with Terry W. Handley] and related Restricted Stock Units Award Agreement [added: between the Company and Terry W. Handley] dated April 12, 2016 (incorporated by reference to Exhibit 10.42 to Form 10-K as filed June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1042-handleyemploym.htm) |
| [removed: 10.43*] [added: 10.24*] | [Casey's General Stores, Inc. [removed: 2018 Stock Incentive] [added: Officer Severance] Plan (incorporated by reference to Exhibit [removed: 10.43] [added: 10.1] to Form 8-K as filed September [removed: 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/a2018stockincentiveplanfin.htm)] [added: 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000108/officerseverance.htm)] |
| [removed: 10.44*] [added: 10.18*] | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/rsuagreementnon-employeedi.htm) |
| 21 | [Subsidiaries of Casey’s General Stores, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/exhibit21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/exhibit21.htm)] |
| 23.1 | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex231_2019430xq4.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/casy-ex231_2020430xq4.htm)] |
| 31.1 | [Certificate of Darren M. Rebelez under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex311_2019430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/casy-ex311_2020430xq4.htm)] |
| 31.2 | [Certificate of [removed: William J. Walljasper] [added: Stephen P. Bramlage Jr.] under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex312_2019430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/casy-ex312_2020430xq4.htm)] |
| 32.1 | [Certificate of Darren M. Rebelez under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex321_2019430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/casy-ex321_2020430xq4.htm)] |
| 32.2 | [Certificate of [removed: William J. Walljasper] [added: Stephen P. Bramlage Jr.] under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex322_2019430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/casy-ex322_2020430xq4.htm)] |
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
| 10.9* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000119312511174325/dex1041a.htm) |
| 10.10* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695817000074/exhibit992rsuaward-nonxoff.htm) |
| 10.11* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695817000074/exhibit991ltiaward-summary.htm) |
| 10.14* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000095015719000700/ex10-2.htm) |
| 10.15* | [Employment Agreement, dated May 31, 2019, between the Company and Darren M. Rebelez (with the Change of Control Agreement between the Company and Darren M. Rebelez attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed June 6, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000095015719000700/ex10-1.htm) |
| 10.16* | [Separation Agreement and General Release of Claims, dated September 11, 2019, between the Company and Cindi W. Summers (incorporated by reference to Exhibit 10.49 to Form 10-Q as filed December 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000128/casy-ex1049caseysxsepa.htm) |
| 10.19* | [Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.45 to Form 10-Q as filed September 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/lti-formofaward.htm) |
| 10.20* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/make-wholersuawardagre.htm) |
| 10.21* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000135/caseys-rsuawardagreeme.htm) |
| 10.22* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695820000017/brennanedgar.htm) |
| 10.23* | [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)](http://www.sec.gov/Archives/edgar/data/726958/000072695820000017/frazelledgar.htm) |
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[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
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Item 16.
FORM 10-K SUMMARY
Not Applicable
Item 16. FORM 10-K SUMMARY
12 rewritten, 8 added, 2 removed, 46 unchanged
[removed: SIGNATURES][added: SIGNATURES]
| [removed: CASEY’S] [added: CASEY’S] GENERAL STORES, [removed: INC.] [added: INC.] (Registrant) | | |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ Darren M. Rebelez |
| | [removed: Senior Vice President and] Chief Financial Officer | |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ H. Lynn Horak |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ Cara K. Heiden |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ Diane C. Bridgewater |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ Donald E. Frieson |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ David K. Lenhardt |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ Allison M. Wing |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ Larree M. Renda |
| Date: June [removed: 28, 2019] [added: 26, 2020] | By | /s/ Judy A. Schmeling |
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
| Date: June 26, 2020 | By | /s/ Stephen P. Bramlage Jr. |
| | Stephen P. Bramlage Jr. | |
| Date: June 26, 2020 | By | /s/ Darren M. Rebelez |
| Date: June 26, 2020 | By | /s/ Stephen P. Bramlage Jr. |
| | Stephen P. Bramlage Jr. | |
| | Chief Financial Officer | |
[Table of Contents](#s6E2976AA8A10533CBB8C0344C4892AEB)
| Date: June 28, 2019 | By | /s/ William J. Walljasper |
| | William J. Walljasper | |