Acquisitions

12 Months Ended

Apr. 30, 2022

ACQUISITIONS

During the year ended April 30, 2022, the Company acquired 207 stores. Of the 207 stores acquired, 204 were re-opened as a Casey's store during the 2022 fiscal year, and the remaining 3 will be opened during the 2023 fiscal year. The majority of these acquisitions meet the criteria to be considered business combinations. The purchase price of the stores was determined using a discounted cash flow model on a location by location basis. The acquisitions were recorded in the financial statements by allocating the purchase price to the assets acquired, including intangible assets, and liabilities assumed, based on their estimated fair values at the acquisition date as determined by third party appraisals or internal estimates. Fair values were determined using Level 3 inputs (see Note 3). The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill if the acquisition is considered to be a business combination. Acquisition-related transaction costs are recognized as period costs as incurred.

We accounted for the Buchanan Energy, Circle K, and Pilot acquisitions as business combinations - see additional discussion below.

Buchanan Energy

On May 13, 2021, the Company closed on the acquisition of 100% of the equity interest in Buchanan Energy (and certain of its related subsidiaries and affiliated entities), owner of Bucky’s Convenience Stores. The transaction included 92 retail locations (consisting of 24 stores in Nebraska, 56 in Illinois, five in Iowa, three in Missouri, and four in Texas), a dealer network of 81 stores where Casey’s will manage fuel wholesale supply agreements to these stores, as well as several parcels of land which may be used for new store construction. Three of the retail locations were divested shortly after closing as part of a consent order with the Federal Trade Commission. During the fourth quarter of the fiscal year, the Company sold four stores and one parcel of land in Texas for an aggregate sale price of $41,000, subject to customary post-closing adjustments. We did not record a material gain or loss related to the sale.

The Company expects to achieve certain synergies over time, in part, through the reduction of duplicate processes, improvements in purchasing power, installing our kitchens, and expanding merchandise offerings.

The aggregate purchase price for the acquisition totaled $571,842, which is net of a working capital adjustment of $5,400. Upon closing, $577,242 was paid in cash using available cash on hand, proceeds from the $300 million term loan (as discussed in Note 3) and a draw on its revolving credit facility. The draw on the revolving credit facility was repaid during the first quarter of the fiscal year. The working capital adjustment was received during the fourth quarter of the fiscal year.

The table below summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. We utilized a third-party valuation specialist to assist in valuing the contractual customer relationships, leases, and property and equipment acquired.


Assets acquired:
Cash and cash equivalents	$	5,092
Receivables	225
Inventories	18,516
Prepaid expenses	150
Property and equipment	306,818
Contractual customer relationships	31,100
Deferred income taxes	1,343
Finance lease right-of-use assets	9,421
Operating lease right-of-use assets	11,236
Other assets	1,774
Goodwill	254,679
Total assets	640,354
Liabilities assumed:
Accounts payable	30,212
Accrued expenses	8,395
Finance lease liabilities	11,101
Operating lease liabilities	15,087
Other long-term liabilities	3,717
Total liabilities	68,512
Net assets acquired and total purchase price	$	571,842

The goodwill acquired was assigned to the retail reporting unit in the amount of $245,516 and the fuel wholesale reporting unit in the amount of $9,163. The goodwill recognized is primarily attributable to the location of the seller’s stores in relation to our footprint and expected synergies due to expanded inside store offerings and improved purchasing power. Almost all of the goodwill acquired as the result of this transaction will be deductible for income tax purposes over 15 years.

The Company incurred total acquisition-related transaction costs of approximately $8.6 million. This includes approximately $6.7 million incurred during the year ended April 30, 2022, which are included in the consolidated statements of income within operating expenses.

The Company recognized approximately $901,461 of revenue related to the acquired Buchanan Energy locations in the consolidated statements of income for the year ended April 30, 2022. The amount of net income related to the acquired Buchanan Energy locations was not material for the year ended April 30, 2022.

Circle K

Throughout June 2021, the Company closed on the acquisition of 48 stores located in Oklahoma from Circle K pursuant to the terms and conditions of an asset purchase agreement. The aggregate purchase price for the acquisition totaled $41,416, which was paid in cash upon closing using available cash on hand.


Assets acquired:
Inventories	$	5,299
Property and equipment	6,150
Finance lease right-of-use assets	37,086
Operating lease right-of-use assets	24,113
Deferred income taxes	316
Goodwill	31,346
Total assets	104,310
Liabilities assumed:
Accrued expenses and other long-term liabilities	545
Finance lease liabilities	46,576
Operating lease liabilities	15,773
Total liabilities	62,894
Net assets acquired and total consideration paid	$	41,416

The goodwill recognized from this transaction is primarily attributable to the location of the seller's stores in relation to our footprint and expected synergies due, in part, to expanded inside store and fuel offerings. Almost all of the goodwill acquired as a result of this transaction will be deductible for income tax purposes over 15 years.

The Company recognized approximately $146,894 of revenue related to the acquired Circle K locations in the consolidated statements of income for the year ended April 30, 2022. The amount of net income related to the acquired Circle K locations was not material for the year ended April 30, 2022.

Pilot

On December 16, 2021, the Company closed on the acquisition of 40 stores from Pilot Corporation pursuant to the terms and conditions of an asset purchase agreement. The transaction included 39 stores located in Tennessee and one store located in Kentucky. The aggregate purchase price for the acquisition totaled $226,624, which was paid in cash using available cash on hand and certain incremental proceeds from the $150 million term loan, as discussed in Note 3.


Assets acquired:
Cash and cash equivalents	$	95
Inventories	6,556
Prepaid expenses	87
Property and equipment	67,365
Deferred income taxes	311
Operating lease right-of-use assets	28,002
Goodwill	154,223
Total assets	256,639
Liabilities assumed:
Accrued expenses and other long-term liabilities	883
Operating lease liabilities	29,132
Total liabilities	30,015
Net assets acquired and total consideration paid	$	226,624

The goodwill recognized from this transaction is primarily attributable to the location of the seller's stores in relation to our footprint and expected synergies due, in part, to expanded inside store. Almost all of the goodwill acquired as a result of this transaction will be deductible for income tax purposes over 15 years.

The Company recognized approximately $98,010 of revenue related to the acquired Pilot locations in the consolidated statements of income for the year ended April 30, 2022. The amount of net income related to the acquired Pilot locations was not material for the year ended April 30, 2022.

Pro Forma Information

The following unaudited pro forma information presents a summary of our consolidated statements of income as if the Buchanan Energy, Circle K, and Pilot transactions referenced above occurred on May 1, 2020 (amounts in thousands, except per share data):


	For the year ended April 30,
	2022	2021
Total revenue	13,189,991	9,923,287
Net income	361,373	332,532
Net income per common share
Basic	9.73	8.97
Diluted	9.67	8.90