8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2023

CASEY'S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

Iowa
(State or other jurisdiction of incorporation)
001-34700	42-0935283
(Commission File Number)	(I.R.S. Employer Identification Number)

One SE Convenience Blvd., Ankeny, Iowa

(Address of principal executive offices)

50021

(Zip Code)

515/965-6100

(Registrant's telephone number, including area code)

NONE

(Former name or former address, if changed since last report)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	CASY	The NASDAQ Global Select Market

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 1.01. Entry into a Material Definitive Agreement

On June 1, 2023, the Company executed and delivered to UMB Bank, n.a. (“UMB”) a promissory note in the principal amount of $50 million (the “Note”). The Note serves to renew the Company’s existing unsecured revolving line of credit with UMB (evidenced by a prior promissory note dated April 27, 2018 in the principal amount of $25 million, which promissory note is being concurrently terminated [the “Prior Note”]) (the “UMB Line”) and increase the UMB Line from $25 million to $50 million.

The UMB Line is available to finance short-term operating and other expenses, working capital, and general corporate purposes occurring in the ordinary course of business. Each advance under the UMB Line is at UMB’s sole discretion, who has made no commitment to make any such advances, and further, there is no obligation to advance funds if the Company: (a) is in default under the Note or any agreement with the Lender; (b) ceases doing business or is insolvent; or (c) has applied funds for unauthorized purposes.

Amounts borrowed under the UMB Line bear interest at a variable rate based on the federal funds effective rate, plus an applicable margin of 1.00%, resulting in an initial rate of 5.850% per annum.

The Note is payable in full upon UMB’s demand. The Company will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 1, 2023, with subsequent interest payments due on the same day of each month thereafter. Interest is calculated from the date of each advance until repayment thereof, with the annual interest rate computed on a 365/360 basis.

The foregoing description is qualified in its entirety by reference to the form of the Note, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

The information set forth in Item 1.01 with respect to the termination of the Prior Note is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition

On June 6, 2023, the Company issued a press release announcing its financial results for the fourth quarter and year ended April 30, 2023. A copy of the Company's press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2023 Fiscal Year Annual Incentive Payouts

On May 31, 2023, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) authorized payment to the Company’s NEOs under the 2023 fiscal year Annual Incentive Plan. Based on the Company's performance in its 2023 fiscal year, the payouts equal 178% of the “target” for each NEO (which “target” is represented by a percentage of their 2023 fiscal year base salary), resulting in the following payments: (i) Darren M. Rebelez, President/CEO, $3,070,500; (ii) Stephen P. Bramlage, Jr., CFO, $961,200; (iii) Ena Williams, COO, $1,281,600; and (iv) Thomas P. Brennan, CMO, $734,250.

2024 Fiscal Year Long-Term Equity Incentive Awards

On May 31, 2023, the Committee (and June 1, 2023, the Board, acting on a recommendation of the Committee for Mr. Rebelez) approved annual long-term equity incentive awards to the NEOs. The awards, made under the terms of the Company’s 2018 Stock Incentive Plan, are based on a percentage of 2024 fiscal year base salary (or for Mr. Rebelez, a target amount) (Mr. Rebelez, $6,700,000; Mr. Bramlage, 250%; Ms. Williams, 250%; and Mr. Brennan, 200%) and consist of (i) time-based

restricted stock units (“RSUs”), comprising 25% of the award amount, (ii) performance-based restricted stock units (“PSUs”) subject to return on invested capital (“ROIC”) performance goals, comprising 37.5% of the award amount, and (iii) PSUs subject to EBITDA performance goals, comprising 37.5% of the award amount. The PSUs granted represent a “target” amount, with the number of shares awarded based on the Company’s achievement of threshold (50% awarded), target (100% awarded) and maximum (200% awarded) performance goals over a three-year performance period (fiscal years 2024, 2025 and 2026) (the “Performance Period”).

Additionally, following the determination of the Company’s achievement of the ROIC and EBITDA goals for the Performance Period, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company's total shareholder return (“TSR”) relative to a comparator group for the Performance Period (the “TSR Modifier”). If the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%; if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on maximum performance goals achieved, could result in a payment of up to 250% of “target” for the PSUs).

The RSUs will vest in equal installments on June 15, 2024, June 15, 2025, and June 15, 2026, and the PSUs will vest in full on June 15, 2026, subject to satisfaction of the applicable performance goals and application of the TSR Modifier, with each generally subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement.

2024 Fiscal Year Annual Incentive Plan Awards

On May 31, 2023, the Committee (and June 1, 2023, the Board, acting on a recommendation of the Committee for Mr. Rebelez), approved the Annual Incentive Plan for the 2024 fiscal year (the “2024 Annual Plan”) for the NEOs. The 2024 Annual Plan will be based on EBITDA (60%) and same-store sales growth in the inside sales category (40%). The payout at “target” is based on a percentage of 2024 fiscal year base salary (Mr. Rebelez, 150%; Mr. Bramlage, 100%; Ms. Williams, 100%; and Mr. Brennan, 75%), with an overall payout range from 0% to 200% of “target” depending on performance. All bonuses earned under the 2024 Annual Plan will be paid in cash.

2024 Fiscal Year NEO Base Salaries

On May 31, 2023, the Committee (and June 1, 2023, the Board, acting on a recommendation of the Committee for Mr. Rebelez), approved base salaries for the NEOs for the 2024 fiscal year: (i) Mr. Rebelez, $1,200,000; (ii) Mr. Bramlage, $750,000; (iii) Ms. Williams, $750,000; and (iv) Mr. Brennan, $570,000.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Promissory Note delivered to UMB Bank, n.a., dated June 1, 2023
99.1	Press Release issued by Casey's General Stores, Inc., dated June 6, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

		CASEY'S GENERAL STORES, INC.
Dated: June 6, 2023	By:	/s/ Stephen P. Bramlage Jr.
		Stephen P. Bramlage Jr.
		Chief Financial Officer

EX-10.1

PROMISSORY NOTE

Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials

$50,000,000.00 06-01-2023 On Demand 00005795001 4A0 / 9A 0005795 10485

References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations.

Borrower: Casey's General Stores, Inc. 1 Convenience Blvd. Ankeny, IA 50021-9672 Lender: UMB BANK, n.a. Commercial Loan Department 1010 Grand Boulevard Kansas City, MO 64106 (816) 860-7000

Principal Amount: $50,000,000.00 Date of Note: June 1, 2023

UNCONDITIONALLY CANCELABLE.Notwithstanding anything to the contrary in this Note or any other agreement or understanding involving Borrower and Lender, (1) the line of credit evidenced by this Note and all other commitments, facilities, and accommodations under or related to this Note are unconditionally cancelable by Lender, and (2) Lender may, at any time, with or without cause, terminate or refuse to extend credit under the line of credit evidenced by this Note or any other commitment, facility, or accommodation under or related to this Note (to the fullest extent permitted under applicable law). This paragraph applies to any letter-of-credit facility or other obligation of Lender to issue a letter of credit for the benefit of Borrower in connection with this Note (if and to the extent that such a facility or other obligation separately exists), but once issued, whether a letter of credit is itself conditionally or unconditionally cancelable is governed by other provisions of contract or other applicable law.

PROMISE TO PAY. Casey's General Stores, Inc. ("Borrower") promises to pay to UMB BANK, n.a. ("Lender"), or order, in lawful money of the United States of America, on demand, the principal amount of Fifty Million & 00/100 Dollars ($50,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 1, 2023, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. All payments must be made in U.S. dollars and must be received by Lender consistent with any written payment instructions provided by Lender. If a payment is made consistent with Lender's payment instructions but received after 5:00 PM Central time, Lender will credit Borrower's payment on the next business day.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Federal Funds Effective Rate. "Federal Funds Effective Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided, that (a), if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Lender on such day on such transactions as determined by the Lender. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.850% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 1.000 percentage point over the Index (the "Margin"), resulting in an initial rate of 5.850% per annum based on a year of 360 days. If Lender determines, in its sole discretion, that the Index has become unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term of this Note, Lender may amend this Note by designating a substantially similar substitute index. Lender may also amend and adjust the Margin to accompany the substitute index. The change to the Margin may be a positive or negative value, or zero. In making these amendments, Lender may take into consideration any then-prevailing market convention for selecting a substitute index and margin for the specific Index that is unavailable or unreliable. Such an amendment to the terms of this Note will become effective and bind Borrower 10 business days after Lender gives written notice to Borrower without any action or consent of the Borrower. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: UMB Bank, n.a., Attn: Loan Accounting, PO Box 419226 - MS #1170203 Kansas City, MO 64141-6226.

LATE CHARGE. If a regularly scheduled interest payment is more than 29 days late, Borrower will be charged 10.000% of the unpaid portion of the regularly scheduled payment or $50.00, whichever is less. If Lender demands payment of this loan, and Borrower does not pay the loan in full within 29 days after Lender's demand, Borrower also will be charged either 10.000% of the unpaid portion of the sum of the unpaid principal plus accrued unpaid interest or $50.00, whichever is less.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 2.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Missouri without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Missouri.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Jackson County, State of Missouri.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph.

COLLATERAL. This loan is unsecured.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; or (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

ADDITIONAL TERMS. Borrower shall not a) voluntarily transfer any assets into trust or, b) if already owned in trust, shall not voluntarily transfer title to such trust assets to any other person or entity, without giving Lender at least 30 days prior written notice thereof.

JURY WAIVER.BORROWER HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED, ARISING OUT OF, PERTAINING TO OR OTHERWISE RELATING TO THIS AGREEMENT, THE LOAN, ANY OF THE LOAN DOCUMENTS OR LENDER’S CONDUCT IN RESPECT OF ANY OF THE FOREGOING.

PRIOR NOTE. Promissory Note dated January 11, 2019, executed by Borrower to Lender in the amount of $25,000,000.00 and as subsequently modified, renewed or extended.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

ELECTRONIC RECORDS AND SIGNATURES/TRANSFERABLE RECORD. Borrower consents to the use of electronic records and signatures (when Lender offers them) in connection with this Note and all related documents and information. This consent is provided in accordance with the federal Electronic Signatures in Global and National Commerce Act or any other applicable law addressing the use of electronic records and signatures (including the Uniform Electronic Transactions Act, as adopted by the state whose law governs this Note (collectively, the “Electronic Signature Laws”)). Lender may store this Note and all related documents and information as electronic records (including by imaging or converting any original paper documents into electronic records) and may destroy any original paper documents after doing so. All electronic records and signatures used in connection with this Note and all related documents and information will have the same legal effect, validity and enforceability as original paper documents and original manual signatures. If Borrower uses an electronic signature to sign an electronic record of this Note, Borrower expressly agrees that such electronically signed electronic record of this Note is a transferrable record within the meaning of, and for all purposes under, the Electronic Signature Laws.

GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

CASEY'S GENERAL STORES, INC.

By: /s/ Stephen P. Bramlage, Jr.        

Stephen P. Bramlage, Jr., Chief Financial Officer of Casey's General Stores, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Casey’s General Stores, Inc.

One SE Convenience Blvd

Ankeny, IA 50021

Casey's Announces Fourth Quarter Results

Ankeny, IA, June 6, 2023 - Casey’s General Stores, Inc., ("Casey's" or the "Company") (Nasdaq symbol CASY) one of the leading convenience store chains in the United States, today announced financial results for the three months and year ended April 30, 2023.

Fourth Quarter 2023 Key Highlights

•Diluted EPS of $1.49, compared to $1.60 from the prior year.

•Inside same-store sales up 6.5% with an inside margin of 39.6%. Total inside gross profit increased 8.9% to $445.5 million compared to the prior year.

•Fuel same-store gallons were flat with a fuel margin of 34.6 cents per gallon. Total fuel gross profit decreased 2.2% to $219.7 million compared to the prior year.

•Same-store labor hours decreased by 3.3% compared to the prior year.

•In June, Casey's increased the quarterly dividend 13% to $0.43 per share, marking the 24th consecutive annual increase.

Fiscal Year 2023 Key Highlights

•Diluted EPS of $11.91, up 30.9% over the prior year.

•Net income increased 31.5% to $446.7 million, and EBITDA1 increased 18.9% to $952.5 million.

•The Company added 81 new stores in the fiscal year, ending the year at 2,521 stores.

•Casey's Rewards members grew to 6.4 million at year-end.

•Private label penetration in the grocery and general merchandise category was over 9% on both units and gross profit for the year.

“Casey's closed out its three-year strategic plan with another record fiscal year for its shareholders, highlighted by 19% EBITDA growth and 31% diluted EPS growth," said Darren Rebelez, President and CEO. “Inside same-store sales performed well, up 6.5%, or 13.6% on a two-year stack basis, led by alcoholic and non-alcoholic beverages, as well as strong performance in pizza and bakery. We continued to strike the right balance between fuel gallon volume and gross profit margin throughout the year to drive fuel gross profit up 15.7% from the prior year. The team did a tremendous job managing cost as same-store operating expense excluding credit-card fees were only up 2.8% versus the prior year. Finally, we are busy operating 81 new stores, finishing the year with 2,521 stores. As we look to discuss our next strategic plan on June 27th, I am proud of the hard work and dedication of the Casey's team, and we are well positioned to continue delivering long-term shareholder value.”

Earnings

	Three Months Ended April 30,				Twelve Months Ended April 30,
	2023		2022		2023		2022
Net income (in thousands)	$	56,092	$	59,777	$	446,691	$	339,790
Diluted earnings per share	$	1.49	$	1.60	$	11.91	$	9.10
Adjusted EBITDA (in thousands)	$	166,917	$	165,506	$	959,335	$	800,040

Fourth quarter adjusted EBITDA was up slightly versus the prior year primarily due to higher inside gross profit partially offset by higher operating expense and lower fuel gross profit. Net income and Diluted EPS were down compared to the same period a year ago, as the slight increase in adjusted EBITDA was more than offset by a higher tax rate and higher depreciation expense.

1 EBITDA and Adjusted EBITDA are reconciled later in the document

Inside

	Three Months Ended April 30,						Twelve Months Ended April 30,
	2023			2022			2023			2022
Inside sales (in thousands)	$	1,124,060		$	1,037,315		$	4,768,337		$	4,345,627
Inside same-store sales	6.5		%	5.2		%	6.5		%	6.6		%
Grocery and general merchandise same-store sales	7.1		%	4.3		%	6.3		%	6.3		%
Prepared food and dispensed beverage same-store sales	4.9		%	7.6		%	7.1		%	7.4		%
Inside gross profit (in thousands)	$	445,549		$	409,040		$	1,904,856		$	1,739,829
Inside margin	39.6		%	39.4		%	39.9		%	40.0		%
Grocery and general merchandise margin	33.0		%	32.5		%	33.6		%	32.7		%
Prepared food and dispensed beverage margin	56.8		%	56.9		%	56.6		%	59.2		%

Total inside sales were up 8.4% for the quarter and total inside gross profit was up 8.9%. Inside same-store sales were up 6.5%, or 12.0% on a two-year stack basis, driven by strong performance in non-alcoholic and alcoholic beverages in the grocery and general merchandise category as well as bakery and hot food in the prepared food and dispensed beverage category. Inside margin was up 20 basis points for the quarter primarily due to mix shift to higher margin items like grab and go beverages in the grocery and general merchandise category as well as increased private label penetration versus the prior year.

Fuel2

	Three Months Ended April 30,						Twelve Months Ended April 30,
	2023			2022			2023			2022
Fuel gallons sold (in thousands)	635,916			621,118			2,672,366			2,579,179
Same-store gallons sold	0.0		%	1.5		%	(0.8)		%	4.4		%
Fuel gross profit (in thousands)	$	219,746		$	224,637		$	1,074,913		$	928,868
Fuel margin (cents per gallon, excluding credit card fees)	34.6		¢	36.2		¢	40.2		¢	36.0		¢

Same-store gallons sold were flat for the quarter. Fuel gross profit was down 2.2% due to a decrease of 1.6 cents per gallon partially offset by a 2.4% increase in total fuel gallons sold. The Company did not sell any renewable fuel credits (RINs) in the fourth quarter, while $1.1 million in RINs were sold in the same period last year.

Operating Expenses

	Three Months Ended April 30,						Twelve Months Ended April 30,
	2023			2022			2023			2022
Operating expenses (in thousands)	$	521,729		$	490,904		$	2,119,942		$	1,961,473
Credit card fees (in thousands)	$	51,287		$	53,208		$	217,714		$	202,584
Same-store operating expense excluding credit card fees	2.7		%	8.0		%	2.8		%	8.9		%

Total operating expenses increased 6.3% for the fourth quarter. Approximately 1.5% of the increase is due to operating 69 more stores than a year ago. Approximately 2% of the increase was related to same-store operations. Finally, approximately 1% of the change is related to an increase in accrued costs for incentive compensation due to strong financial performance. Same-store employee expense was flat as the increase in employee wage rate was offset by a 3.3% reduction in same-store labor hours.

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

Expansion

	Store Count
April 30, 2022	2,452
New store construction	34
Acquisitions	47
Acquisitions not opened	(4)
Prior acquisitions opened	2
Closed	(10)
April 30, 2023	2,521

Liquidity

On April 21, 2023, the Company refinanced its credit facility with an unsecured $1.1 billion facility that includes an $850 million revolving line of credit and $250 million term loan, each with a five-year maturity. At April 30, the Company had approximately $1.3 billion in available liquidity, consisting of approximately $379 million in cash and cash equivalents on hand and $875 million in undrawn borrowing capacity on existing lines of credit.

Share Repurchase

The Company has $400 million remaining under its existing share repurchase authorization. There were no repurchases made against that authorization in the fourth quarter.

Dividend

At its June meeting, the Board of Directors voted to increase the quarterly dividend by 13% to $0.43 per share, which is the 24th consecutive year increasing the dividend.The dividend is payable August 15, 2023 to shareholders of record on August 1, 2023.

Fiscal 2024 Outlook

Casey's expects the following performance during fiscal 2024. The Company expects inside same-store sales to increase 3% to 5% and to improve inside margin to approximately 40% to 41%. The Company expects same-store fuel gallons sold to be between negative 1% to positive 1%. Total operating expenses are expected to increase approximately 5% to 7%. The Company expects to add approximately 110 stores in fiscal 2024. Net interest expense is expected to be approximately $55 million. Depreciation and amortization is expected to be approximately $340 million and the purchase of property and equipment is expected to be approximately $500 to $550 million. The tax rate is expected to be approximately 24% to 26% for the year.

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended April 30,				Twelve Months Ended April 30,
	2023		2022		2023		2022
Total revenue	$	3,328,701	$	3,458,942	$	15,094,475	$	12,952,594
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)	2,640,949		2,802,199		12,022,069		10,189,880
Operating expenses	521,729		490,904		2,119,942		1,961,473
Depreciation and amortization	80,631		77,866		313,131		303,541
Interest, net	12,800		15,291		51,815		56,972
Income before income taxes	72,592		72,682		587,518		440,728
Federal and state income taxes	16,500		12,905		140,827		100,938
Net income	$	56,092	$	59,777	$	446,691	$	339,790
Net income per common share
Basic	$	1.50	$	1.61	$	11.99	$	9.14
Diluted	$	1.49	$	1.60	$	11.91	$	9.10
Basic weighted average shares	37,283,677		37,170,941		37,266,851		37,158,898
Plus effect of stock compensation	290,000		197,800		252,844		197,800
Diluted weighted average shares	37,573,677		37,368,741		37,519,695		37,356,698

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)

	April 30, 2023		April 30, 2022
Assets
Current assets
Cash and cash equivalents	$	378,869	$	158,878
Receivables	120,547		108,028
Inventories	376,085		396,199
Prepaid expenses	22,107		17,859
Income taxes receivable	23,347		44,071
Total current assets	920,955		725,035
Other assets, net of amortization	192,153		187,219
Goodwill	615,342		612,934
Property and equipment, net of accumulated depreciation of $2,620,149 at April 30, 2023 and $2,425,709 at April 30, 2022	4,214,820		3,980,542
Total assets	$	5,943,270	$	5,505,730
Liabilities and Shareholders’ Equity
Current liabilities
Current maturities of long-term debt and finance lease obligations	$	52,861	$	24,466
Accounts payable	560,546		588,783
Accrued expenses	313,718		291,429
Total current liabilities	927,125		904,678
Long-term debt and finance lease obligations, net of current maturities	1,620,513		1,663,403
Deferred income taxes	543,598		520,472
Insurance accruals, net of current portion	32,312		27,957
Other long-term liabilities	159,056		148,382
Total liabilities	3,282,604		3,264,892
Total shareholders’ equity	2,660,666		2,240,838
Total liabilities and shareholders’ equity	$	5,943,270	$	5,505,730

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Twelve months ended April 30,
	2023		2022
Cash flows from operating activities:
Net income	$	446,691	$	339,790
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	313,131		303,541
Amortization of debt issuance costs	1,789		2,527
Stock-based compensation	47,024		37,976
Loss (gain) on disposal of assets and impairment charges	6,871		(1,201)
Deferred income taxes	23,126		82,721
Changes in assets and liabilities:
Receivables	(12,519)		(33,025)
Inventories	24,090		(76,730)
Prepaid expenses	(4,248)		(6,376)
Accounts payable	(9,483)		165,893
Accrued expenses	20,292		23,574
Income taxes	20,652		(35,716)
Other, net	4,535		(14,233)
Net cash provided by operating activities	881,951		788,741
Cash flows from investing activities:
Purchase of property and equipment	(476,568)		(326,475)
Payments for acquisitions of businesses, net of cash acquired	(85,569)		(901,638)
Proceeds from sales of property and equipment	17,103		70,118
Net cash used in investing activities	(545,034)		(1,157,995)
Cash flows from financing activities:
Proceeds from long-term debt	—		450,000
Repayments of long-term debt	(40,970)		(188,537)
Payments of debt issuance costs	(3,940)		(1,149)
Proceeds from exercise of stock options	—		133
Payments of cash dividends	(55,617)		(51,212)
Tax withholdings on employee share-based awards	(16,399)		(17,648)
Net cash (used in) provided by financing activities	(116,926)		191,587

Net increase (decrease) in cash and cash equivalents	219,991		(177,667)
Cash and cash equivalents at beginning of the period	158,878		336,545
Cash and cash equivalents at end of the period	$	378,869	$	158,878

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

	Twelve months ended April 30,
	2023		2022
Cash paid during the period for:
Interest, net of amount capitalized	$	56,799	$	54,499
Income taxes, net	90,398		49,565
Noncash investing and financing activities:
Purchased property and equipment in accounts payable	27,905		46,659

Summary by Category (Amounts in thousands)
Three months ended April 30, 2023	Fuel			Grocery & General Merchandise			Prepared Food & Dispensed Beverage			Other			Total
Revenue	$	2,137,815		$	809,838		$	314,222		$	66,826		$	3,328,701
Gross profit	$	219,746		$	266,969		$	178,580		$	22,457		$	687,752
	10.3		%	33.0		%	56.8		%	33.6		%	20.7		%
Fuel gallons sold	635,916
Three months ended April 30, 2022
Revenue	$	2,344,630		$	744,043		$	293,272		$	76,997		$	3,458,942
Gross profit	$	224,637		$	242,065		$	166,975		$	23,066		$	656,743
	9.6		%	32.5		%	56.9		%	30.0		%	19.0		%
Fuel gallons sold	621,118

Summary by Category (Amounts in thousands)
Twelve months ended April 30, 2023	Fuel			Grocery & General Merchandise			Prepared Food & Dispensed Beverage			Other			Total
Revenue	$	10,027,310		$	3,445,777		$	1,322,560		$	298,828		$	15,094,475
Gross profit	$	1,074,913		$	1,156,451		$	748,405		$	92,637		$	3,072,406
	10.7		%	33.6		%	56.6		%	31.0		%	20.4		%
Fuel gallons sold	2,672,366
Twelve months ended April 30, 2022
Revenue	$	8,312,038		$	3,141,527		$	1,204,100		$	294,929		$	12,952,594
Gross profit	$	928,868		$	1,027,477		$	712,352		$	94,017		$	2,762,714
	11.2		%	32.7		%	59.2		%	31.9		%	21.3		%
Fuel gallons sold	2,579,179

Fuel Gallons											Fuel Margin
Same-store Sales											(Cents per gallon, excluding credit card fees)
	Q1		Q2		Q3		Q4		Fiscal Year			Q1		Q2		Q3		Q4		Fiscal Year
F2023	(2.3)	%	0.3	%	(0.5)	%	0.0	%	(0.8)	%	F2023	44.7	¢	40.5	¢	40.7	¢	34.6	¢	40.2	¢
F2022	9.0		2.5		5.7		1.5		4.4		F2022	35.1		34.7		38.3		36.2		36.0
F2021	(14.6)		(8.6)		(12.1)		6.4		(8.1)		F2021	38.2		35.3		32.9		33.0		34.9

Grocery & General Merchandise											Grocery & General Merchandise
Same-store Sales											Margin
	Q1		Q2		Q3		Q4		Fiscal Year			Q1		Q2		Q3		Q4		Fiscal Year
F2023	5.5	%	6.9	%	5.8	%	7.1	%	6.3	%	F2023	33.9	%	33.3	%	34.0	%	33.0	%	33.6	%
F2022	7.0		6.8		7.7		4.3		6.3		F2022	33.0		33.3		32.0		32.5		32.7
F2021	3.6		6.6		5.4		12.5		6.6		F2021	32.2		33.3		30.7		31.8		32.0

Prepared Food & Dispensed Beverage											Prepared Food & Dispensed Beverage
Same-store Sales											Margin
	Q1		Q2		Q3		Q4		Fiscal Year			Q1		Q2		Q3		Q4		Fiscal Year
F2023	8.4	%	10.5	%	5.0	%	4.9	%	7.1	%	F2023	55.6	%	56.7	%	57.3	%	56.8	%	56.6	%
F2022	10.8		4.1		7.4		7.6		7.4		F2022	61.0		60.6		58.0		56.9		59.2
F2021	(9.8)		(3.6)		(5.0)		13.4		(2.1)		F2021	59.7		60.1		60.6		60.1		60.1

RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA

We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets as well as impairment charges. Neither EBITDA nor Adjusted EBITDA are considered GAAP measures, and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by the Company for internal purposes including our capital budgeting process, evaluating acquisition targets, assessing performance, and awarding incentive compensation.

Because non-GAAP financial measures are not standardized, EBITDA and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.

The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three and twelve months ended April 30, 2023 and 2022:

(In thousands)	Three Months Ended April 30,				Twelve Months Ended April 30,
	2023		2022		2023		2022
Net income	$	56,092	$	59,777	$	446,691	$	339,790
Interest, net	12,800		15,291		51,815		56,972
Depreciation and amortization	80,631		77,866		313,131		303,541
Federal and state income taxes	16,500		12,905		140,827		100,938
EBITDA	$	166,023	$	165,839	$	952,464	$	801,241
Loss (gain) on disposal of assets and impairment charges	894		(333)		6,871		(1,201)
Adjusted EBITDA	$	166,917	$	165,506	$	959,335	$	800,040

NOTES:

•Gross Profit is defined as revenue less cost of goods sold (exclusive of depreciation and amortization)

•Inside is defined as the combination of Grocery and General Merchandise and Prepared Food and Dispensed Beverage

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

Corporate information is available at this website: https://www.caseys.com. Earnings will be reported during a conference call on June 7, 2023. The call will be broadcast live over the Internet at 7:30 a.m. CDT.  To access the call, go to the Events and Presentations section of our website at https://investor.caseys.com/events-and-presentations/default.aspx.  No access code is required.  A webcast replay of the call will remain available in an archived format on the Events and Presentations section of our website at https://investor.caseys.com/events-and-presentations/default.aspx for one year after the call.

Investor Relations Contact:	Media Relations Contact:
Brian Johnson (515) 965-6587	Katie Petru (515) 446-6772

XML

Cover Page	Jun. 06, 2023
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	CASEY'S GENERAL STORES, INC.
Entity Incorporation, State or Country Code	IA
Entity File Number	001-34700
Entity Tax Identification Number	42-0935283
Entity Address, Address Line One	One SE Convenience Blvd.
Entity Address, City or Town	Ankeny
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50021
City Area Code	515
Local Phone Number	965-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	CASY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000726958
Amendment Flag	false
Document Period End Date	May 31, 2023