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CASEYS GENERAL STORES INC - Quarter Report: 2020 October (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2020
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-34700 
CASEY’S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)

Iowa 42-0935283
(State or other jurisdiction of
incorporation or organization)		 (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)
Securities Registered pursuant to Section 12(b) of the Act 
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par value per shareCASYThe NASDAQ Global Select Market

Securities Registered pursuant to Section 12(g) of the Act
NONE 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer ☐Non-accelerated filer ☐
Smaller reporting company ☐Emerging growth company ☐

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 ☐
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at November 22, 2020
Common stock, no par value per share36,935,747 shares
Table of Contents
CASEY’S GENERAL STORES, INC.
INDEX
 
  Page
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 2
Item 6.

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PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(DOLLARS IN THOUSANDS)
 
October 31,
2020		April 30,
2020
ASSETS
Current assets:
Cash and cash equivalents$404,685 $78,275 
Receivables56,109 48,500 
Inventories249,842 236,007 
Prepaid expenses18,182 9,801 
Income taxes receivable— 14,667 
Total current assets728,818 387,250 
Other assets, net of amortization72,198 71,766 
Goodwill161,075 161,075 
Property and equipment, net of accumulated depreciation of $2,104,012 at October 31, 2020 and $2,037,708 at April 30, 20203,361,577 3,323,801 
Total assets$4,323,668 $3,943,892 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Lines of credit$— $120,000 
Current maturities of long-term debt and finance lease obligations2,297 570,280 
Accounts payable323,662 184,800 
Accrued expenses229,311 188,348 
Income taxes payable6,739 — 
Total current liabilities562,009 1,063,428 
Long-term debt and finance lease obligations, net of current maturities1,361,925 714,502 
Deferred income taxes451,205 435,598 
Deferred compensation14,365 13,604 
Insurance accruals, net of current portion20,924 22,862 
Other long-term liabilities53,389 50,693 
Total liabilities2,463,817 2,300,687 
Shareholders’ equity:
Preferred stock, no par value— — 
Common stock, no par value41,114 33,286 
Retained earnings1,818,737 1,609,919 
Total shareholders’ equity1,859,851 1,643,205 
               Total liabilities and shareholders' equity$4,323,668 $3,943,892 
See notes to unaudited condensed consolidated financial statements.



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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
 Three Months Ended
October 31,		Six Months Ended
October 31,
 2020201920202019
Total revenue (a)$2,215,905 $2,487,586 $4,320,926 $5,114,215 
Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a)1,584,145 1,930,521 3,065,663 3,991,464 
Operating expenses410,348 373,383 796,436 753,224 
Depreciation and amortization64,294 62,888 130,114 122,696 
Interest, net10,634 12,683 24,041 26,404 
Income before income taxes146,484 108,111 304,672 220,427 
Federal and state income taxes34,501 26,130 72,097 52,631 
Net income$111,983 $81,981 $232,575 $167,796 
Net income per common share
Basic$3.02 $2.22 $6.29 $4.55 
Diluted$3.00 $2.21 $6.24 $4.52 
Basic weighted average shares outstanding37,030,921 36,916,937 37,002,901 36,891,324 
Plus effect of stock compensation245,962 219,248 245,749 218,189 
Diluted weighted average shares outstanding37,276,883 37,136,185 37,248,650 37,109,513 
Dividends declared per share$0.32 $0.32 $0.64 $0.64 
(a) Includes excise taxes of:$275,733 $289,109 $535,272 $563,726 
See notes to unaudited condensed consolidated financial statements.
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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
Shares OutstandingCommon
Stock		Retained
Earnings		Shareholders' Equity
Balance at April 30, 202036,806,325 $33,286 $1,609,919 $1,643,205 
   Net income— — 120,592 120,592 
   Dividends declared (32 cents per share)— — (11,874)(11,874)
   Exercise of stock options4,748 211 — 211 
   Share-based compensation95,700 (896)— (896)
Balance at July 31, 202036,906,773 32,601 1,718,637 1,751,238 
   Net income— — 111,983 111,983 
   Dividends declared (32 cents per share)— — (11,883)(11,883)
   Exercise of stock options23,470 1,042 — 1,042 
   Share-based compensation5,504 7,471 — 7,471 
Balance at October 31, 202036,935,747 41,114 1,818,737 1,859,851 
Shares OutstandingCommon
Stock		Retained
Earnings		Shareholders' Equity
Balance at April 30, 201936,664,521 $15,600 $1,393,169 $1,408,769 
   Net income— — 85,815 85,815 
   Dividends declared (32 cents per share)— — (11,772)(11,772)
   Exercise of stock options50,931 2,261 — 2,261 
   Share-based compensation67,182 4,141 — 4,141 
Balance at July 31, 201936,782,634 22,002 1,467,212 1,489,214 
   Net income— — 81,981 81,981 
   Dividends declared (32 cents per share)— — (11,773)(11,773)
   Exercise of stock options1,030 46 — 46 
   Share-based compensation7,984 2,380 — 2,380 
Balance at October 31, 201936,791,648 24,428 1,537,420 1,561,848 
See notes to unaudited condensed consolidated financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(DOLLARS IN THOUSANDS)
 
 Six months ended October 31,
 20202019
Cash flows from operating activities:
Net income$232,575 $167,796 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization130,114 122,696 
Share-based compensation14,492 9,922 
Loss on disposal of assets and impairment charges2,159 1,257 
Deferred income taxes15,607 31,483 
Changes in assets and liabilities:
Receivables(7,609)(6,919)
Inventories(13,835)1,912 
Prepaid expenses(8,381)(6,290)
Accounts payable125,719 (9,577)
Accrued expenses39,177 (8,706)
Income taxes22,924 9,475 
Other, net(985)(1,640)
Net cash provided by operating activities551,957 311,409 
Cash flows from investing activities:
Purchase of property and equipment(158,815)(242,173)
Payments for acquisition of businesses, net of cash acquired— (6,191)
Proceeds from sales of property and equipment2,667 2,940 
Net cash used in investing activities(156,148)(245,424)
Cash flows from financing activities:
Proceeds from long-term debt650,000 — 
Repayments of long-term debt(570,738)(8,682)
Net payments of short-term debt(120,000)(50,000)
Proceeds from exercise of stock options1,253 2,307 
Proceeds from capital grant1,594 — 
Payments of cash dividends(23,591)(22,405)
Tax withholdings on employee share-based awards(7,917)(6,525)
Net cash used in financing activities(69,399)(85,305)
Net increase (decrease) in cash and cash equivalents326,410 (19,320)
Cash and cash equivalents at beginning of the period78,275 63,296 
Cash and cash equivalents at end of the period$404,685 $43,976 
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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
(DOLLARS IN THOUSANDS)
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
 Six months ended October 31,
 20202019
Cash paid during the period for:
Interest, net of amount capitalized$26,535 $26,997 
Income taxes, net31,956 10,000 
Noncash investing and financing activities:
       Purchased property and equipment in accounts payable18,471 17,067 
       Right-of-use assets obtained in exchange for new finance lease liabilities— 831 
       Right-of-use assets obtained in exchange for new operating lease liabilities1,109 — 
       Noncash additions from adoption of ASC 842 — 22,635 
See notes to unaudited condensed consolidated financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Dollars in Thousands, Except Share and Per Share Amounts)
 

1.    Presentation of Financial Statements
Casey’s General Stores, Inc. and its subsidiaries (hereinafter referred to as the "Company" or "Casey’s") operate 2,219 convenience stores in 16 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000.
The accompanying condensed consolidated financial statements include the accounts and transactions of Casey's General Stores, Inc. and its direct and indirect wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

2.    Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position as of October 31, 2020 and April 30, 2020, the results of operations for the three and six months ended October 31, 2020 and 2019, and shareholders' equity and cash flows for the six months ended October 31, 2020 and 2019. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto. See the Form 10-K for the year ended April 30, 2020 for our consideration of new accounting pronouncements.

3.    Revenue and Cost of Goods Sold
The Company recognizes retail sales of fuel, grocery and other merchandise, prepared food and fountain and other revenue at the time of the sale to the guest. Sales taxes collected from guests and remitted to the government are recorded on a net basis in the condensed consolidated financial statements.
A portion of revenue from sales that include a redeemable digital box top coupon or points under our Casey’s Rewards program is deferred. The deferred portion of the sale represents the value of the estimated future redemption of the digital box top coupon or points. The amounts related to digital box top coupons and points are deferred until their redemption or expiration. Revenue related to the digital box top coupons and points issued is expected to be recognized less than one year from the original sale to the guest. As of October 31, 2020 and April 30, 2020, the Company recognized a contract liability of $22,302 and $11,180, respectively, related to the outstanding digital box top coupons and Casey's Rewards points, which is included in accrued expenses on the condensed consolidated balance sheets.
Gift card related revenue is recognized as the gift cards are used by the guest. Gift card breakage revenue is recognized based on the estimated gift card breakage rate over the pro rata usage of the card.
Renewable Identification Numbers (RINs) are treated as a reduction in cost of goods sold in the period the Company commits to a price and agrees to sell the RIN. Warehousing costs are recorded within operating expenses on the condensed consolidated statements of income. Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.
The Company often receives vendor allowances on the basis of quantitative contract terms that vary by product and vendor or on the basis of purchases made. Vendor allowances include rebates and other funds received from vendors to promote their products. Vendor rebates, including billbacks, are treated as a reduction in cost of goods sold and are recognized primarily based on the purchase of product or shipment of product from the warehouse to the store, or sale of product to our guests. These are recognized in the period earned based on the applicable rebate agreement.
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4.    Long-Term Debt and Finance Lease Obligations, Lines of Credit, and Fair Value Disclosure
The fair value of the Company’s long-term debt (including current maturities) is estimated based on the current rates offered to the Company for debt of the same or similar issuances. The fair value of the Company’s long-term debt was approximately $1,415,000 and $1,341,000 at October 31, 2020 and April 30, 2020, respectively.
The Company has a credit agreement that provides for a $300 million unsecured revolving credit facility which includes a $30 million sublimit for letters of credit and a $30 million sublimit for swingline loans (the "Credit Facility"). The Credit Facility contains an expansion option permitting the Company to request an increase of the Credit Facility from time to time up to an aggregate additional $150 million from the lenders or other financial institutions acceptable to the Company and the Administrative Agent, upon the satisfaction of certain conditions, including the consent of the lenders whose commitments would increase. The maturity date is January 11, 2024. Amounts borrowed under the Credit Facility bear interest at variable rates based upon, at the Company's option, either (a) LIBOR plus an applicable margin or (b) an alternate base rate. The Credit Facility also carries a facility fee between 0.2% and 0.4% per annum based on the Company's consolidated leverage ratio as defined in the credit agreement. The Company had $0 outstanding at October 31, 2020 and $120,000 outstanding at April 30, 2020. The Company also has an unsecured revolving line of credit of $25,000 (the "Bank Line"), under which there was $0 outstanding at October 31, 2020 and April 30, 2020.
On June 30, 2020, the Company entered into a note purchase agreement with respect to the issuance of $650,000 aggregate principal amount of senior notes, consisting of: (i) $325,000 aggregate principal amount of 2.85% Senior Notes, Series G (the “Series G Notes”); and (ii) $325,000 aggregate principal amount of 2.96% Senior Notes, Series H (the “Series H Notes”) (collectively, the “Notes”). The Notes were issued on August 7, 2020. The Series G Notes will bear interest at the rate of 2.85% per annum, payable semi-annually on February 7 and August 7 of each year, and will mature on August 7, 2030. The Series H Notes will bear interest at the rate of 2.96% per annum, payable semi-annually on February 7 and August 7 of each year, and will mature on August 6, 2032. The Company used a portion of the proceeds of the Notes to pay off the $569,000 5.22% senior notes that matured on August 9, 2020.

5.    Compensation Related Costs and Share Based Payments
The 2018 Stock Incentive Plan (the “2018 Plan”), was approved by the Board in June 2018 and approved by the Company's shareholders on September 5, 2018 ("the "2018 Plan Effective Date"). The 2018 Plan replaced the 2009 Stock Incentive Plan (the "2009 Plan"), under which no new awards are allowed to be granted as of the 2018 Plan Effective Date.
Awards under the 2018 Plan may take the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based and equity-related awards. Each share issued pursuant to a stock option and each share with respect to which a stock-settled stock appreciation right is exercised (regardless of the number of shares actually delivered) is counted as one share against the maximum limit under the 2018 Plan, and each share issued pursuant to an award of restricted stock or restricted stock units is counted as two shares against the maximum limit. Restricted stock is transferred immediately upon grant (and may be subject to a holding period), whereas restricted stock units have a vesting period that must expire, and in some cases performance or market conditions that must be satisfied before the stock is transferred. At October 31, 2020, there were 2,219,368 shares available for grant under the 2018 Plan.
We account for share-based compensation by estimating the fair value of stock options using the Black Scholes model, and the fair value of time-based and performance-based restricted stock unit awards using the closing price of a share of our common stock on the date of grant. For market-based awards we use a "Monte Carlo" approach to estimate the value of the awards, which simulates the prices of the Company’s and each member of the performance peer groups' common stock price at the end of the relevant performance period, taking into account volatility and the specifics surrounding each total shareholder return metric under the relevant plan. We recognize these amounts as an operating expense in our condensed consolidated statements of income ratably over the requisite service period using the straight-line method, as adjusted for certain retirement provisions, and updated estimates of performance based awards. All awards have been granted at no cost to the grantee and/or non-employee member of the Board.
At October 31, 2020, options for 14,971 shares (which expire in June 2021) were outstanding under the 2009 Plan (no stock option awards have been granted under the 2018 Plan). Information concerning the issuance of stock options under the 2009 Plan is presented in the following table:
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Number of
option shares		Weighted
average option
exercise price
Outstanding at April 30, 202043,189 $44.39 
Exercised28,218 44.39 
Outstanding at October 31, 202014,971 $44.39 
At October 31, 2020, all 14,971 outstanding options were vested, and had an aggregate intrinsic value of $1,859 and a weighted average remaining contractual life of 0.67 years. The aggregate intrinsic value for the total of all options exercised during the six months ended October 31, 2020, was $3,537.
Information concerning the unvested restricted stock units under the 2009 Plan and the 2018 Plan is presented in the following table:
Unvested at April 30, 2020473,799 
Granted204,538 
Vested(151,654)
Forfeited(10,306)
Performance Award Adjustments56,071 
Unvested at October 31, 2020572,448 

The above awards reflect (a) long-term incentive compensation program grants for 2018 through 2020, which include a mix of time-based restricted stock units and performance-based restricted stock units (subject to three-year cumulative net income before net interest expense, income taxes, depreciation and amortization ("EBITDA"), three-year relative total shareholder return ("TSR") or three-year average return on invested capital ("ROIC")), (b) certain “make-whole” and sign-on grants, which include a mix of time-based restricted stock units and performance-based restricted stock units subject to TSR, EBITDA, or ROIC, (c) a special strategic grant which includes performance-based restricted stock units subject to the performance of the Company’s e-commerce and loyalty platforms, (d) special performance grants which include time-based restricted stock units, and (e) non-employee director equity awards, which include time-based restricted stock units.
Total compensation costs recorded for employees and non-employee directors for the six months ended October 31, 2020 and 2019, respectively, were $14,492 and $9,922, related entirely to restricted stock unit awards. As of October 31, 2020, there were no unrecognized compensation costs related to the 2009 Plan and 2018 Plan for stock options and $26,297 of unrecognized compensation costs related to restricted stock units which are expected to be recognized through fiscal 2024.

6.    Commitments and Contingencies
From time to time we may be involved in legal or administrative proceedings or investigations arising from the conduct of our business operations, including, but not limited to, contractual or other general business disputes; employment, personnel, or accessibility matters; personal injury and property damage claims; claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities; and, other claims or proceedings. Claims for damages in those actions may be substantial. While the outcome of such litigation, proceedings, investigations, or claims is never certain, it is our opinion, after taking into consideration legal counsel’s assessment and the availability of insurance proceeds and other collateral sources to cover potential losses, that the ultimate disposition of such matters currently pending or threatened, individually or cumulatively, will not have a material adverse effect on our consolidated financial position and results of operations.
We have entered into various purchase agreements related to our fuel supply, which include varying volume commitments. Prices included in the purchase agreements are indexed to market prices. While volume commitments are included in the contracts, we do not have a history of incurring material penalties related to these provisions. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.
We have entered into forward contracts for cheese in order to fix the price per pound for a portion of our expected supply. The forward contracts run through December 2020. Our monthly commitment under these contracts is approximately $3,100. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

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7.    Unrecognized Tax Benefits
The total amount of gross unrecognized tax benefits was $8,907 at April 30, 2020. At October 31, 2020, gross unrecognized tax benefits were $10,548. If this unrecognized tax benefit were ultimately recognized, $8,333 is the amount that would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $460 at October 31, 2020, and $354 at April 30, 2020. Net interest and penalties included in income tax expense for the six months ended October 31, 2020, was a net expense of $106, compared to a net expense of $119 for the same period in 2019.
A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. The Company has no ongoing federal or state income tax examinations. At this time, the Company’s best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of $1,800 during the next twelve months mainly due to the expiration of certain statute of limitations.
The federal statute of limitations remains open for the tax years 2015 and forward. Tax years 2012 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state.

8.    Segment Reporting
As of October 31, 2020, we operated 2,219 stores in 16 states. Our convenience stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our guests. We manage the business on the basis of one operating segment. Our stores sell similar products and services, and use similar processes to sell those products and services directly to the general public. We make specific disclosures concerning the three broad merchandise categories of fuel, grocery and other merchandise, and prepared food and fountain because it allows us to more effectively discuss trends and operational programs within our business and industry. Although we can separate revenues and cost of goods sold within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these categories.

9.    Subsequent Event
    On November 8, 2020, we entered into an Equity Purchase Agreement with (a) Buck’s, Inc., a Nebraska corporation, Chicago SPE (N), Inc., a Delaware corporation, Buchanan Energy (N), LLC, a Delaware limited liability company, Buchanan Energy (S), LLC, a Delaware limited liability company, Buck’s Inc. of Collinsville, a Nebraska corporation, and C.T. Jewell Company, Inc., a Nebraska corporation, and Buck’s Intermediate Holdings, LLC, a Nebraska limited liability company (each of the foregoing entities is a “Seller Company”, and all of the foregoing companies collectively are the “Seller Companies”); (b) Buck’s Holdco, Inc., a Nebraska corporation (the “Seller”); and (c) Steven Buchanan and certain other shareholders and members. Pursuant to the terms of the Equity Purchase Agreement, following restructuring of the Seller Companies and Seller for tax purposes, the Company will acquire all of the Seller’s equity of Buck’s Intermediate, which at closing will own 100% of the limited liability company interests of the remaining Seller Companies, for an aggregate purchase price in cash of $580 million, subject to customary post-closing adjustments. The acquisition of Buchanan Energy will include 94 retail stores and 79 dealer locations, as well as multiple parcels of real estate for future new store construction. The Company will finance the proposed transaction with a combination of cash on hand, revolver capacity and bank financing. The proposed transaction is anticipated to close by December 31, 2020, subject to customary closing conditions and regulatory approval.
On November 8, 2020, the Company entered into a commitment letter (“Commitment Letter”) with Goldman Sachs Bank USA (“Goldman”), pursuant to which Goldman committed to lend the Company up to $100 million under a new senior unsecured 364-day bridge loan facility (the “Bridge Loan”). If the Company enters into the Bridge Loan, the proceeds of the Bridge Loan will be used to finance a portion of the cash consideration payable for the proposed transaction. The Bridge Loan is contemplated to have a 364-day term. Indebtedness under the Bridge Loan will bear interest, at the Company’s option, (i) at a base rate, plus a margin to be determined based on the Company’s leverage ratio calculated in accordance with the definitive Bridge Loan documents or (ii) a floating rate based on the Eurodollar rate, which rate can range from 1.50% to 3.00% for base rate loans and 2.50% to 4.00% for Eurodollar loans. The closing of the Bridge Loan is subject to, among other things, the completion of the proposed transaction, the negotiation and execution of definitive documentation acceptable to the parties and closing contingencies.


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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).
Overview
Casey’s and its direct and indirect wholly-owned subsidiaries operate convenience stores under the names "Casey's" and “Casey’s General Store” (hereinafter referred to as the "Company", "Casey’s Store” or “Stores”) in 16 Midwestern states, primarily Iowa, Missouri and Illinois. The Company also operates two stores selling primarily tobacco products, one grocery store, and one liquor store. As of October 31, 2020, there were a total of 2,219 stores in operation. All convenience stores offer fuel for sale on a self-serve basis and most stores carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. The Company derives its revenue primarily from the retail sale of fuel and the products offered in its stores.
Approximately 55% of our stores were opened in areas with populations of fewer than 5,000 persons, while approximately 19% of all stores were opened in communities with populations exceeding 20,000 persons. Two distribution centers are currently in operation, which supply grocery and general merchandise items to stores. One is adjacent to the Store Support Center facility in Ankeny, Iowa, and the other is located in Terre Haute, Indiana. In addition, a third distribution center is currently under construction in Joplin, Missouri. As of October 31, 2020, the Company owned the land at 2,193 locations and the buildings at 2,201 locations, and leased the land at 26 locations and the buildings at 18 locations.
The Company reported diluted earnings per common share of $3.00 for the second quarter of fiscal 2021. For the same quarter a year-ago, diluted earnings per common share was $2.21.
The following table represents the roll forward of store growth through the second quarter of fiscal 2021:
Store Count
Total stores at April 30, 20202,207 
New store construction14 
Prior acquisitions opened1 
Closed(3)
Total stores at October 31, 20202,219 
The Company had 4 acquisition stores under agreement to purchase and a new store pipeline of 77 sites, including 23 under construction, as of October 31, 2020.

Since the fourth quarter of fiscal year 2020, the COVID-19 pandemic has increasingly taken hold throughout our footprint, as the number of reported infections within the sixteen states in which we operate have continued to increase. Governmental restrictions, including shelter in place and stay at home orders, a widespread shift to working from home, school and other business closures, and other efforts to restrict the spread of the outbreak, and our guests’ behavior in response to the pandemic and these restrictions, has continued to result in decreased store traffic. The decline in store traffic could remain, or accelerate, due to the recent increase in such restrictions. This has, and will continue to, result in lower demand for our products and a decrease in same-store sales. The COVID-19 pandemic, along with the restrictions and mandates, including the evolving patchwork of return to work and return to school restrictions (and our guests' responses and choices with respect to such matters), will continue to unfold and evolve, and will have an impact on our store traffic and sales for the foreseeable future. While COVID-19 has resulted in, and will continue to bring, significant challenges and uncertainty, we believe that the strength of our brand and balance sheet position us well to emerge from the pandemic. However, given the uncertainties, we are currently unable to forecast or estimate the potential impact to our future operating results.
Same-store sales is a common metric used in the convenience store industry. We define same-store sales as the total sales increase (or decrease) for stores open during the full time of both periods being presented. We exclude from the calculation any acquired stores and any stores that have been replaced with a new store, until such stores have been open during the full time of both periods being presented. Stores that have undergone a major remodel, had adjustments in hours of operation, added pizza delivery, or had other revisions to their operating format remain in the calculation. 
The second quarter results reflected a 8.6% decrease in same-store fuel gallons sold, with an average fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) of 35.3 cents per gallon, compared to 22.9 cents per gallon in the same quarter a year ago. Current quarter same-store gallons sold were impacted by softer demand in the Midwest due to the COVID-19 pandemic. Fuel margin for the quarter was impacted favorably due in part to our centralized retail pricing
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capability and procurement improvements. The Company sold 6.1 million renewable fuel credits for $3.8 million during the quarter, compared to 18.7 million renewable fuel credits in the second quarter of the prior year, which generated $3.8 million.
Same-store sales of grocery and other merchandise increased 6.6% and prepared food and fountain decreased 3.6% during the second quarter. The increase in grocery and other merchandise same-store sales was primarily due to stronger sales of alcohol, packaged beverage and tobacco. The decrease in prepared food and fountain same-store sales was primarily attributable to pressure in the dispensed beverage and bakery categories, though these categories experienced improvements in volume compared to first quarter.
Three Months Ended October 31, 2020 Compared to
Three Months Ended October 31, 2019
(Dollars and Amounts in Thousands)
 
Three Months Ended October 31, 2020FuelGrocery &
Other
Merchandise		Prepared
Food &
Fountain		OtherTotal
Revenue$1,193,491 $718,226 $288,822 $15,366 $2,215,905 
Revenue less cost of goods sold (excluding depreciation and amortization)$204,154 $238,992 $173,661 $14,953 $631,760 
17.1 %33.3 %60.1 %97.3 %28.5 %
Fuel gallons577,581 
Three Months Ended October 31, 2019FuelGrocery &
Other
Merchandise		Prepared
Food &
Fountain		OtherTotal
Revenue$1,514,474 $660,562 $297,846 $14,704 $2,487,586 
Revenue less cost of goods sold (excluding depreciation and amortization)$140,798 $220,134 $181,452 $14,681 $557,065 
9.3 %33.3 %60.9 %99.8 %22.4 %
Fuel gallons614,071 

Total revenue for the second quarter of fiscal 2021 decreased by $271,681 (10.9%) over the comparable period in fiscal 2020. Retail fuel sales decreased by $320,983 (21.2%) as the average retail price per gallon decreased 16.2% (amounting to a $245,581 decrease), and the number of gallons sold decreased by 36,490 (5.9%). During this same period, retail sales of grocery and other merchandise increased by $57,664 (8.7%), due to operating 38 more stores than a year ago and strong sales of alcohol, packaged beverage and tobacco. Prepared food and fountain sales decreased by $9,024 (3.0%), due primarily to pressure in the dispensed beverage and bakery categories, though these categories experienced improvements in volume compared to the first quarter.

The other revenue category primarily consists of lottery, which is presented net of applicable costs, and car wash. These revenues increased $662 (4.5%) for the second quarter of fiscal 2021.
Revenue less cost of goods sold (excluding depreciation and amortization) was 28.5% of revenue for the second quarter of fiscal 2021, compared to 22.4% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 17.1% of fuel revenue during the second quarter of fiscal 2021, compared to 9.3% in the second quarter of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was 35.3 cents in the second quarter of fiscal 2021, compared to 22.9 cents in the prior year, due in part to our centralized retail pricing capability and procurement improvements.
Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was consistent at 33.3% of grocery and other merchandise revenue, compared to the prior year. Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) decreased to 60.1% of revenue, compared to 60.9% in the prior year, primarily due to increased promotional activity.
Operating expenses increased $36,965 (9.9%) in the second quarter of fiscal 2021 from the comparable period in the prior year, due to operating 38 more stores compared to the same period a year ago as well as incurring $5 million in COVID-related expenses and over $9 million in incremental short and long-term incentive compensation costs due to the strong performance of the Company. Same store operating expenses excluding credit card fees were up 5.4% for the quarter.
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Depreciation and amortization expense increased by 2.2% to $64,294 in the second quarter of fiscal 2021 from $62,888 for the comparable period in the prior year. The increase was primarily due to operating 38 more stores than a year ago and capital expenditures during the previous twelve months.
Interest expense decreased by $2,049 (16.2%), attributable to the refinancing of the 5.69% senior notes to lower interest rate debt during the quarter.
The effective tax rate decreased to 23.6% in the second quarter of fiscal 2021 compared to 24.2% in the same period of fiscal 2020. The decrease in the effective tax rate was primarily due to a reduction in state tax expense.
Net income increased by $30,002 (36.6%) to $111,983 from $81,981 in the comparable period in the prior year. The increase in net income was primarily attributable to higher fuel contribution and operating 38 more stores than a year ago.

Six Months Ended October 31, 2020 Compared to
Six Months Ended October 31, 2019
(Dollars and Amounts in Thousands)
Six Months Ended October 31, 2020FuelGrocery & 
Other Merchandise		Prepared 
Food &
Fountain		OtherTotal
Revenue$2,279,472 1,450,087 559,588 31,779 4,320,926 
Revenue less cost of goods sold (excluding depreciation and amortization)414,184 474,591 335,309 31,179 1,255,263 
18.2 %32.7 %59.9 %98.1 %29.1 %
Fuel gallons1,127,089 
Six Months Ended October 31, 2019FuelGrocery & 
Other Merchandise		Prepared 
Food &
Fountain		OtherTotal
Revenue$3,142,042 $1,348,480 $593,723 $29,970 $5,114,215 
Revenue less cost of goods sold (excluding depreciation and amortization)$291,787 $435,587 $365,464 $29,913 $1,122,751 
9.3 %32.3 %61.6 %99.8 %22.0 %
Fuel gallons1,233,155 
Total revenue for the first six months of fiscal 2021 decreased by $793,289 (15.5%) over the comparable period in fiscal 2020. Retail fuel sales decreased by $862,570 (27.5%) as the average retail price per gallon decreased 20.6% (amounting to a $648,058 decrease), and the number of gallons sold decreased 106,066 (8.6%). During this same period, retail sales of grocery and other merchandise increased by $101,607 (7.5%) due to operating 38 more stores than a year ago and strong sales of alcohol, packaged beverage and tobacco. Prepared food and fountain sales decreased by $34,135 (5.7%), due primarily to pressure in the dispensed beverage and bakery categories.
The other revenue category primarily consists of lottery, which is presented net of applicable costs, and car wash. These revenues increased $1,809 (6.0%) through the second quarter of fiscal 2021.
Revenue less cost of goods sold (excluding depreciation and amortization) was 29.1% of revenue for the first six months of fiscal 2021, compared to 22.0% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 18.2% of fuel revenue for the first six months of fiscal 2021 compared to 9.3% for the first six months of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was 36.7 cents for the first six months of fiscal 2021 compared to 23.7 cents in the prior year, due in part to our centralized retail pricing capability and procurement improvements.
Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 32.7% of grocery and other merchandise revenue, compared to 32.3% in the prior year, primarily due to an out-of-period inventory adjustment that adversely impacted the prior year by $6.6 million or 0.5%. Prepared food and fountain revenue
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less related cost of goods sold (exclusive of depreciation and amortization) decreased to 59.9% of revenue, compared to 61.6% in the prior year, due to higher commodity costs and increased promotional activity.
Operating expenses increased by $43,212 (5.7%) in the first six months of fiscal 2021 from the comparable period in the prior year, primarily due to operating 38 more stores than a year ago, as well as incurring $20 million in COVID-related expenses and over $12 million in incremental short and long-term incentive compensation costs due to the strong performance of the Company. Same store operating expenses excluding credit card fees were down 0.1% for the first six months of fiscal 2021.
Depreciation and amortization expense increased 6.0% to $130,114 for the first six months of fiscal 2021 from $122,696 for the comparable period in the prior year. The increase was due partially to capital expenditures during the previous twelve months. Additionally, the expense for the first six months of fiscal 2020 was lower than expected, due to an approximately $5.0 million adjustment related to the useful lives of underground storage tanks.
Interest expense decreased by $2,363 (8.9%), primarily attributable to the refinancing of the 5.69% senior notes to lower interest rate debt.
The effective tax rate decreased to 23.7% in the second quarter of fiscal year 2021 compared to 23.9% in the same period of fiscal year 2020. The decrease in the effective tax rate was primarily due to a reduction in state tax expense.
Net income increased by $64,779 (38.6%) to $232,575 from $167,796 in the prior year. The increase in net income was primarily due to growth in fuel gross profit dollar and operating 38 more stores than a year ago.
Use of Non-GAAP Measures
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 management for internal purposes including our capital budgeting process, evaluating acquisition targets, and assessing performance.
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 six months ended October 31, 2020 and 2019:
 
 Three months endedSix months ended
 October 31, 2020October 31, 2019October 31, 2020October 31, 2019
Net income$111,983 $81,981 $232,575 $167,796 
Interest, net10,634 12,683 24,041 26,404 
Federal and state income taxes34,501 26,130 72,097 52,631 
Depreciation and amortization64,294 62,888 130,114 122,696 
EBITDA$221,412 $183,682 $458,827 $369,527 
Loss on disposal of assets and impairment charges1,819 730 2,159 1,257 
Adjusted EBITDA$223,231 $184,412 $460,986 $370,784 
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For the three months ended October 31, 2020, EBITDA and Adjusted EBITDA increased 20.5% and 21.1%, respectively, when compared to the same period a year ago. For the six months ended October 31, 2020, EBITDA and Adjusted EBITDA increased 24.2% and 24.3%, respectively, when compared to the same period a year ago. The increases in both periods are primarily due to a higher fuel contribution and operating 38 more stores than a year ago.

Critical Accounting Policies
Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. The Company's critical accounting policies are described in the Form 10-K for the year ended April 30, 2020, and such discussion is incorporated herein by reference. There have been no changes to these policies in the six months ended October 31, 2020.
Liquidity and Capital Resources
Due to the nature of the Company’s business, cash provided by operations is the Company’s primary source of liquidity. The Company finances its inventory purchases primarily from normal trade credit aided by the relatively rapid turnover of inventory. This turnover allows the Company to conduct its operations without large amounts of cash and working capital. As of October 31, 2020, the Company’s ratio of current assets to current liabilities was 1.30 to 1. The ratio at October 31, 2019 and April 30, 2020 was 0.36 to 1 for each period. The increase in the ratio is primarily attributable to an increase in cash and cash equivalents associated with an increase in cash provided by operations and a decrease in cash used in investing. Additionally, current liabilities decreased due to the payment of $569,000 5.22% senior notes which matured on August 9, 2020 using a portion of the proceeds from the Series G and Series H notes. Refer to Note 4 for additional discussion on the Series G and Series H notes.
Management believes that the Company’s current Bank Line of $25,000, its Credit Facility of $300,000, combined with the current cash and cash equivalents and the future cash flow from operations will be sufficient to satisfy the working capital needs of our business.
Net cash provided by operations increased $240,548 (77.2%) in the six months ended October 31, 2020 from the comparable period in the prior year, due to an increase in net income and increases in accounts payable and accrued expenses. Cash used in investing in the six months ended October 31, 2020 decreased $89,276 (36.4%) over prior year, due to governmental delays in zoning and licensing and a reduction in discretionary spending related to the COVID-19 pandemic. Cash used in financing decreased $15,906 (18.6%), primarily due to incremental proceeds on the Series G and Series H notes, offset by payments on the Credit Facility during the period.
Capital expenditures typically represent the single largest use of Company funds. Management believes that by acquiring, building, and reinvesting in stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the first six months of fiscal 2021, the Company expended $158,815, primarily for property and equipment, resulting from the construction, remodeling, and acquisition of stores, compared to $248,364 for the comparable period in the prior year. The decrease in capital expenditures from the prior year is due to governmental delays in zoning and licensing and a reduction in discretionary spending related to the COVID-19 pandemic. Due to the continued uncertainty of COVID-19, guidance around capital expenditures will not be provided at this time. This will be reevaluated as conditions warrant.

As of October 31, 2020, the Company had long-term debt (net of related debt issuance costs) of $1,361,925 (net of current maturities of $2,297), primarily consisting $150,000 in principal amount of 3.67% Senior Notes Series A, $50,000 in principal amount of 3.75% Senior Notes Series B, $50,000 in principal amount of 3.65% Senior Notes Series C, $50,000 in principal amount of 3.72% Senior Notes Series D, $150,000 in principal amount of 3.51% Senior Notes Series E, $250,000 in principal amount of 3.77% Senior Notes Series F, $325,000 in principal amount of 2.85% Senior Notes Series G, $325,000 in principal amount of 2.96% Senior Notes Series H and $13,122 of finance lease obligations. The Company also has a $25,000 Bank Line with $0 outstanding at October 31, 2020, and a $300,000 Credit Facility with $0 outstanding at October 31, 2020. Current maturities of long-term debt is comprised of the current portion of finance lease obligations.
To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of debt, existing cash, and funds generated from operations. Future capital needs required to finance operations, improvements and the anticipated growth in the number of stores are expected to be met from cash generated by operations, the Credit Facility, the Bank Line, and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity.
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Cautionary Statements

This Form 10-Q, including the foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “continue,” and similar expressions are used to identify forward-looking statements. Forward-looking statements represent the Company’s current expectations or beliefs concerning future events and trends that we believe may affect our financial condition, results of operations, business strategy, strategic plans, short-term and long-term business operations and objectives, and financial needs. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the following risk factors described more completely in the Company’s Form 10-K for the fiscal year ended April 30, 2020:

Industry. 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; our business and our reputation could be adversely affected by a data security incident or the failure to protect sensitive guest, team member or supplier data, or the failure to comply with applicable regulations relating to data security and privacy; the convenience store industry is highly competitive; the volatility of wholesale petroleum costs could adversely affect our operating results; general economic conditions that are largely out of the Company’s control may adversely affect the Company’s financial condition and results of operations; 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 profit; consumer or other litigation could adversely affect our financial condition and results of operations; increased credit card expenses could increase operating expenses; developments related to fuel efficiency, fuel conservation practices, climate change, and changing consumer preferences may decrease the demand for motor fuel; and, wholesale cost and tax increases relating to tobacco and nicotine products could affect our operating results.

Our Business: 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 reputation; any failure to anticipate and respond to changes in consumer preferences, or to introduce and promote innovative technology for guest interaction, could adversely affect our financial results; we rely on our information technology systems, and a number of third-party vendor platforms, to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business; a significant disruption to our distribution network, to the capacity of the distribution centers, or timely receipt of inventory could adversely impact our sales or increase our transaction costs, which could have a material adverse effect on our business; we may experience difficulties implementing and realizing the results of our strategic plan; unfavorable weather conditions can adversely affect our business; because we depend on our management’s and other team members’ experience and knowledge of our industry, we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team; we may experience increased costs, disruptions or other difficulties with the implementation, operation and functionality of our enterprise resource planning system; control deficiencies could prevent us from accurately and timely reporting our financial results; our operations present hazards and risks which may not be fully covered by insurance, if insured; we may not be able to identify, acquire, and integrate new properties and stores, which could adversely affect our ability to grow our business; covenants in our senior notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests. Failure to comply with these requirements could have a material impact to us; compliance with and changes in tax laws could adversely affect our performance; we are subject to extensive governmental regulations; and, the dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose to us potentially significant losses, costs or liabilities.

Other: The market price for our common stock has been and may in the future be volatile, which could cause the value of your investment to decline; any issuance of shares of our common stock in the future could have a dilutive effect on your investment; and, Iowa law and provisions in our charter documents may have the effect of preventing or hindering a change in control and adversely affecting the market price of our common stock.

We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations. We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
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The Company’s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and long-term debt obligations. We place our investments with high-quality credit issuers and, by policy, limit the amount of credit exposure to any one issuer. Our first priority is to attempt to reduce the risk of principal loss. Consequently, we seek to preserve our invested funds by limiting default risk, market risk, and reinvestment risk. 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 appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of October 31, 2020 would have no material effect on pretax earnings.
We do from time to time, participate in a forward buy of certain commodities. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.
Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
    As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 240.13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended October 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
The information required by this Item is set forth in Note 6 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q and is incorporated herein by this reference.
Item 1A. Risk Factors
    
    There have been no material changes in our “risk factors” from those previously disclosed in our 2020 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended October 31, 2020:
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PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Second Quarter
August 1 - August 31, 2020— $— — $300,000,000 
September 1 - September 30, 2020— — — 300,000,000 
October 1 - October 31, 2020— — — 300,000,000 
Total— $— — $300,000,000 
    On March 7, 2018, the Company announced a share repurchase program, whereby the Company is authorized to repurchase up to an aggregate of $300 million of the Company’s outstanding common stock. 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 quarter related to the authorization.


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Item 6. Exhibits.
 
Exhibit
No.		Description
3.1
3.2a
4.6
4.7
4.8
4.9
10.25
31.1*
31.2*
32.1*
32.2*
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101. DEFXBRL Taxonomy Extension Definition Linkbase Document
* Filed herewith

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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 thereunto duly authorized.
 
 
CASEY’S GENERAL STORES, INC.
Date: December 7, 2020By: /s/ Stephen P. Bramlage Jr.
Stephen P. Bramlage Jr.
Its:Chief Financial Officer
(Authorized Officer and Principal
Financial and Accounting Officer)
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