CASEYS GENERAL STORES INC
For the period ended Oct 31, 2025. Filed Dec 9, 2025.
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Oct 31, 2025 · Filed Dec 9, 2025
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Notes to unaudited condensed consolidated financial statements
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Dollars in Thousands, Except Share and Per Share Amounts)
- Presentation of Financial Statements
As of October 31, 2025, Casey’s General Stores, Inc. and its subsidiaries (hereinafter referred to as the "Company" or "Casey’s") operate 2,921 convenience stores in 19 states, primarily in the Midwest. Many of the stores are located in smaller communities, often with populations of less than 20,000.
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.
- 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. GAAP 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 revenue 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, 2025 and April 30, 2025, the results of operations for the three and six months ended October 31, 2025 and 2024, and shareholders' equity and cash flows for the six months ended October 31, 2025 and 2024. 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. Additionally, see the most recent audited financial statements for our consideration of new accounting pronouncements issued prior to this fiscal year.
Amounts in the prior year related to share-based compensation and tax withholdings on employee share-based awards on the condensed consolidated statements of shareholders’ equity have been reclassified to conform to the current year presentation. This reclassification had no impact to the condensed consolidated balance sheets, condensed consolidated statements of income, or the condensed consolidated statements of cash flows.
- Revenue and Cost of Goods Sold
The Company recognizes retail sales of prepared food and dispensed beverage, grocery and general merchandise, fuel 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 statements of income.
A portion of revenue from sales that include 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 points. The amounts related to points are deferred until their redemption or expiration. Revenue related to the points issued is expected to be recognized less than one year from the original sale to the guest. As of October 31, 2025 and April 30, 2025, the Company recognized a contract liability of $68,710 and $64,077, respectively, primarily related to the Casey's Rewards program, which is included in accrued expenses and current portion of operating lease liabilities on the condensed consolidated balance sheets.
The Company often receives vendor allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor allowances include rebates and other funds received from vendors to promote their products. These amounts are recognized in the period earned based on the applicable rebate agreement. Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.
Renewable identification numbers (“RINs”) are assigned to gallons of renewable fuels produced and are used to track compliance with the renewable fuel standard. At times, we purchase fuel components (ethanol, gasoline, biodiesel or diesel) and blend those components into a finished product in a fuel truck. This process enables the Company to take title to the RIN assigned to each gallon of ethanol or biodiesel produced. RINs are recorded as a reduction in cost of goods sold at the contracted sales price, in the period when the Company transfers the RIN.
The Company includes in cost of goods sold the costs incurred to acquire fuel and merchandise, including excise taxes, less vendor allowances, vendor rebates and RINs. Warehousing costs are recorded within operating expenses on the condensed consolidated statements of income.
- 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 $2,255,000 and $2,285,000 at October 31, 2025 and April 30, 2025, respectively. The fair value calculated excludes finance lease obligations of $108,286 and $108,920 outstanding at October 31, 2025 and April 30, 2025, respectively, which are included with long-term debt on the condensed consolidated balance sheets.
Interest, net on the condensed consolidated statements of income is net of interest income of $3,804 and $6,781, for the three and six months ended October 31, 2025, and $3,792 and $6,177, for the three and six months ended October 31, 2024. Interest, net is also net of interest capitalized of $757 and $1,252, for the three and six months ended October 31, 2025, and $489 and $908, for the three and six months ended October 31, 2024.
Revolving Facility
The Company has a credit agreement that provides for an $850,000 unsecured revolving credit facility (“Revolving Facility”). Amounts borrowed under the Revolving Facility, bear interest at variable rates based upon, at the Company’s option, either: (a) either Term SOFR or Daily Simple SOFR, in each case plus 0.10% (with a floor of 0.00%) for the interest period in effect, plus an applicable margin ranging from 1.10% to 1.70% or (b) an alternate base rate, which generally equals the highest of (i) the prime commercial lending rate announced by the Administrative Agent as its “prime rate”, (ii) the federal funds rate plus 1/2 of 1.00%, and (iii) Adjusted Daily Simple SOFR plus 1.00%, each plus an applicable margin ranging from 0.10% to 0.70% and each with a floor of 1.00%. The applicable margins and facility fee, in each case, are dependent upon the Company’s quarterly Consolidated Leverage Ratio, as defined in the credit agreement. The Company had $0 outstanding under the Revolving Facility at October 31, 2025 and April 30, 2025.
Bank Line
The Company has an additional unsecured bank line of credit (the "Bank Line") with availability of up to $50,000. As of October 31, 2025, the availability under the Bank Line is encumbered by letters of credit totaling $274. The Bank Line bears interest at a variable rate subject to change from time to time based on changes in an independent index referred to in the Bank Line as the Federal Funds Offered Rate. There was $0 outstanding under the Bank Line at October 31, 2025 and April 30, 2025. The Bank Line is due upon demand.
- Compensation Related Costs and Share-Based Payments
The 2025 Stock Incentive Plan (the “2025 Plan”) was approved by the Company’s shareholders on September 3, 2025, at the Company’s annual shareholders meeting (the “2025 Plan Effective Date”). There were 1,650,000 shares available for issuance under the 2025 Plan as of the 2025 Plan Effective Date. The 2025 Plan replaces the 2018 Stock Incentive Plan (the "2018 Plan), under which no new awards were allowed to be granted as of the 2025 Plan Effective Date. Outstanding awards under the 2018 Plan continue to be governed by the terms thereof and the award agreements made pursuant thereto, including any such terms that are intended to survive the termination of the 2018 Plan or the settlement of such awards. Shares subject to awards under the 2018 Plan that expire, are forfeited, cancelled, or settled in cash will be added back to the shares available for issuance under the 2025 Plan. Awards under the 2025 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 of which, upon issuance, is counted as one share against the 2025 Plan share reserve. At October 31, 2025, there were 1,645,676 shares that remain available for grant under the 2025 Plan.
We account for share-based compensation by estimating the grant date fair value of time-based and performance-based restricted stock unit awards using the closing price of our common stock on the applicable grant date, or the date on which performance goals for performance-based units are established, if after the grant date. Forfeitures are recognized as they occur.
The time-based awards most commonly vest ratably over athree-year period commencing on the first anniversary of the grant date. The performance-based awards represent a “target” amount; the final amount earned is based on the satisfaction of certain performance measures over athree-year performance period and will range from 0% to 200% of “target." Additionally, if the Company's relative total shareholder return over the performance period is in the bottom or top quartile of the companies comprising the S&P 500, the performance-based shares included will be adjusted downward by 25%, or upward by 25%, respectively (the "TSR Modifier"). The fair value of the awards with the TSR Modifier is determined using a Monte Carlo simulation as of the date of the grant. For market-based awards, the share-based compensation expense will not be adjusted should the target awards vary from actual awards.
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 shares to be issued under performance-based awards. All awards have been granted at no cost to the grantee.
Information concerning the unvested restricted stock units is presented in the following table. At October 31, 2025, there were no stock options, stock appreciation rights or other equity-based awards outstanding.
| Shares | Weighted-AverageGrant Date FairValue per Share | |
|---|---|---|
| Unvested at April 30, 2025 | 499,243 | $262 |
| Granted | 101,575 | 463 |
| Vested | (229,585) | 235 |
| Forfeited | (5,591) | 291 |
| Performance Award Adjustments | 27,659 | 355 |
| Unvested at October 31, 2025 | 393,301 | $336 |
Total share-based compensation costs recorded for employees and non-employee directors for the six months ended October 31, 2025 and 2024 were $30,659 and $23,645, respectively, related entirely to restricted stock unit awards. As of October 31, 2025, there was $65,814 of unrecognized compensation costs related to restricted stock units which are expected to be recognized through fiscal 2029, with a weighted average remaining term of 1.3 years. The fair value of restricted stock unit awards vested during the six months ended October 31, 2025 was $114,197 as of the applicable vest date.
- 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.
The Company is named as a defendant in a lawsuit filed in the United States District Court for the Northern District of Indiana, titled White (f/k/a McColley) v. Casey’s General Stores, Inc., in which the plaintiff alleges that the Company misclassified its Store Managers as exempt employees under the Fair Labor Standards Act (FLSA). The complaint seeks unpaid wages, liquidated damages and attorneys’ fees for the plaintiff and all similarly situated Store Managers who worked at the Company from February 16, 2015, to the present. On March 31, 2021, the Court granted conditional certification, and to-date, approximately 1,400 current and/or former Store Managers remain opted-in to participate in the McColley lawsuit. The Company is also named in a related lawsuit filed in the Southern District of Illinois, titled Kessler v. Casey’s Marketing Company, et al., with substantially the same allegations and seeking the same relief, but instead for the plaintiff and all similarly situated Store Managers located in the state of Illinois from December 19, 2019, to the present. On October 13, 2023, the Court approved conditional certification, and to-date, approximately 550 current and/or former Store Managers remain opted-in to participate in the Kessler lawsuit. Discovery in both cases is currently underway. The Company believes that adequate provisions have been made for probable losses related to these matters, and that those, and the reasonably possible losses in excess of amounts accrued, where such range of loss can beestimated, are not material to the Company’s financial position, results of operations or cash flows. The Company believes that its Store Managers are properly classified as exempt employees under the FLSA and it intends to continue to vigorously defend these matters.
- Unrecognized Tax Benefits
The total amount of gross unrecognized tax benefits was $12,419 and $10,773 at October 31, 2025 and April 30, 2025, respectively. If this unrecognized tax benefit were ultimately recognized, $9,811 is the amount that would impact our effective tax rate. The total net amount of accrued interest and penalties for such unrecognized tax benefits was $374 at October 31, 2025, and $266 at April 30, 2025. Net interest and penalties included in income tax expense for the six months ended October 31, 2025 and 2024 was a net expense of $108 and $154, respectively.
The State of Illinois is currently examining tax years 2020 and 2021. The Company has no other ongoing federal or state income tax examinations. The federal statute of limitations remains open for the tax years 2021 and forward. Tax years 2020 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state.
- Segment Reporting
As of October 31, 2025, we operated 2,921 stores in 19 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 ofone operating segment and therefore, have onlyone reportable segment. Our stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of guests. We make specific disclosures concerning the three broad categories of prepared food and dispensed beverage, grocery and general merchandise, and fuel because it allows us to more effectively discuss trends and operational initiatives within our business and industry. Although we can separate revenues and cost of goods sold within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories.
Casey’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources and capital based on profitability metrics, such as net income, that is reported on the condensed consolidated statements of income. The CODM considers actual-to-forecast variances on a monthly, quarterly and annual basis for this profit measure when making decisions about resource allocation and assessing company performance. Total asset information by segment is not regularly provided to our CODM or utilized for purposes of assessing performance or allocating resources and, as a result, such information has not been presented below.
The following table provides information on revenue, significant expenses, and net income related to the single reportable segment:
| Three Months EndedOctober 31, | Six Months EndedOctober 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Total revenue | $4,506,084 | $3,946,771 | 9,073,190 | $8,044,508 |
| Cost of goods sold (exclusive of depreciation and amortization) | ||||
| Prepared food & dispensed beverage | 193,555 | 172,369 | 386,006 | 341,457 |
| Grocery & general merchandise | 761,461 | 675,504 | 1,547,361 | 1,366,201 |
| Fuel | 2,309,923 | 2,102,380 | 4,670,028 | 4,343,474 |
| Other (1) | 119,459 | 37,959 | 235,663 | 79,561 |
| Total cost of goods sold (exclusive of depreciation and amortization) | 3,384,398 | 2,988,212 | 6,839,058 | 6,130,693 |
| Operating expenses | ||||
| Same-store employee expense | 280,458 | 254,210 | 550,326 | 500,624 |
| Same-store other expense | 140,440 | 126,383 | 271,709 | 247,122 |
| Same-store credit card fees expense | 61,716 | 57,920 | 122,898 | 115,340 |
| Non same-store operating expense | 67,503 | 36,396 | 147,881 | 87,679 |
| Other (2) | 161,470 | 134,770 | 316,949 | 268,388 |
| Total operating expenses | 711,587 | 609,679 | 1,409,763 | 1,219,153 |
| Depreciation & amortization | 111,416 | 96,592 | 220,379 | 191,001 |
| Interest, net | 24,690 | 12,553 | 51,540 | 26,620 |
| Income before income taxes | 273,993 | 239,735 | 552,450 | 477,041 |
| Federal and state income taxes | 67,657 | 58,817 | 130,759 | 115,925 |
| Net income | $206,336 | $180,918 | $421,691 | $361,116 |
(1)Other included in total cost of goods sold (exclusive of depreciation and amortization) primarily includes activity related to wholesale fuel.
(2)Other included in operating expenses includes expenses for information technology, operations, merchandising, finance, human resources, legal, acquisitions, field operations and service excellence.
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