|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).
|
Overview
As of January 31, 2026, Casey's General Stores, Inc. and its direct and indirect wholly-owned subsidiaries operate convenience stores primarily under the names "Casey's" and "Casey's General Store" (collectively, with the stores below referenced as "GoodStop (by Casey's)", or "CEFCO", referred to as "Casey's" or the "Company") throughout 19 states, approximately half of which are located in Iowa, Missouri and Illinois.
During the third quarter of the prior fiscal year, the Company closed on the acquisition of Fikes Wholesale and Group Petroleum Services (collectively "Fikes"), owner of CEFCO Convenience Stores, which added 198 total stores (the "Fikes acquisition") and a wholesale fuel network.
As of January 31, 2026, there were 2,924 stores in operation. Approximately 71% of all stores were opened in areas with populations of fewer than 20,000 persons. The Company competes on the basis of price, as well as on the basis of traditional features of convenience store operations such as location, extended hours, product offerings, and quality of service.
All convenience stores carry a broad selection of food items (which at most stores includes, but is not limited to, freshly prepared foods such as regular and breakfast pizza, donuts, hot breakfast items, and hot and cold sandwiches), beverages, tobacco and nicotine products, groceries, health and beauty aids, automotive products, and other non-food items. As of January 31, 2026, 236 store locations offered car washes. In addition, all but six store locations offer fuel.
In addition to the "Casey's" and "Casey's General Stores" brands, the Company also operates stores under additional brands such as "GoodStop (by Casey's)" or "CEFCO". These locations offer fuel for sale, and a broad selection of snacks, beverages, tobacco products, and other essentials. However, some of these locations do not have a kitchen and have limited prepared food offerings. When the Company acquires convenience stores, the locations are typically branded as "Casey's", once the store is remodeled to include a full-service kitchen. If the store's layout or location does not allow for a full-service kitchen, the store typically will be operated as "GoodStop (by Casey's)" or the acquired brand.
The Company operates a wholesale network where Casey's manages fuel wholesale supply agreements to certain dealer sites and other wholesale locations. During the prior year, the Company expanded its fuel wholesale network through the Fikes acquisition. The dealer and wholesale locations are not operated by Casey's and are not included in our overall store count in the table below. For the three and nine-months ended January 31, 2026, approximately 2% and 3%, of total revenue relates to the fuel wholesale network.
The Company operates three distribution centers, through which certain grocery and general merchandise and prepared food and dispensed beverage items are supplied to most of our stores. One distribution center is adjacent to our corporate headquarters, which we refer to as the Store Support Center in Ankeny, Iowa. The other two distribution centers are located in Terre Haute, Indiana and Joplin, Missouri. Additionally, the Company owns and operates a fuel terminal in Waco, Texas, which was acquired from Fikes in the prior year. The Company self-distributes the majority of fuel to our stores.
The Company's business is seasonal, and generally experiences higher sales and profitability during the first and second fiscal quarters (May-October), when guests tend to purchase greater quantities of fuel and certain convenience items such as beer, sports drinks, water, soft drinks and ice.
The Company reported diluted earnings per common share of $3.49 for the third quarter of fiscal 2026. For the same quarter a year-ago, diluted earnings per common share was $2.33.
The following table represents the roll forward of store count through the third quarter of fiscal 2026:
|
|
|
|
|
|
|
|
|
Store Count
|
|
Total stores at April 30, 2025
|
2,904
|
|
|
New store construction
|
27
|
|
|
Acquisitions
|
27
|
|
|
Acquisitions not opened
|
(1)
|
|
|
Prior acquisitions opened
|
1
|
|
|
Closed or divested
|
(34)
|
|
|
Total stores at January 31, 2026
|
2,924
|
|
Table of Contents
Fuel Profitability
The Company, and the retail fuel industry, has recently experienced historically high average revenue less cost of goods sold per gallon (exclusive of depreciation and amortization). Although this has remained relatively consistent, on a longer-term basis, this metric can fluctuate significantly, and sometimes unpredictably, in the short-term. While the Company believes that its average revenue less cost of goods sold per gallon (exclusive of depreciation and amortization) will remain elevated from historical levels for the foreseeable future, it is possible that increased oil and fuel prices, higher interest rates, macroeconomic conditions and/or continuing conflicts or disruptions involving oil producing countries may materially impact the performance of this metric.
Electric Vehicles and Renewable Fuels
Casey's continues to implement our electric vehicle ("EV") strategy and our management team remains committed to understanding how the increased demand for, and usage of, EVs impacts consumer behavior across our store footprint and beyond. As consumer demand for alternative fuel options continues to grow, Casey's has continued to add EV charging stations across our 19-state footprint. As of January 31, 2026, the Company has 269 charging stations at 58 stores, across 13 states. Our EV growth strategy is currently designed to selectively increase our charging stations at locations within our region where we see higher levels of consumer EV buying trends and demand for EV charging. To date, consumer EV demand within our Midwest footprint has been comparatively lower than the levels along the coasts. As EV demand from our guests increases, we are prepared to strategically integrate charging station options at select stores.
The Company also remains committed to offering renewable fuel options at our stores and continues to expand its alternative fuel options in response to evolving guest needs and as part of its environmental stewardship efforts. Currently, almost all of our stores offer fuel with at least 10% of blended ethanol and approximately 41% of our stores offer biodiesel. Every newly built store has the capability to sell renewable fuels, and we aim to continue growing sales of renewable fuels throughout our footprint.
Same-Store Sales
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. When comparing data, the store must be open for each entire fiscal period being compared. Remodeled stores that remained open or were closed for just a very brief period of time (i.e., less than a week) during the period being compared remain in the same-store sales comparison. If a store is replaced, either at the same location (i.e., razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared.
Same-store sales of prepared food and dispensed beverage increased 4.3% and grocery and general merchandise increased 4.0% during the quarter. The increase in prepared food and dispensed beverage same-store sales was attributable to strong sales of whole pizzas and hot sandwiches. The increase in grocery and general merchandise same-store sales was primarily due to sales of non-alcoholic beverages. Additionally, the third quarter results reflected a 0.4% increase in same-store fuel gallons sold.
Table of Contents
Three Months Ended January 31, 2026 Compared to
Three Months Ended January 31, 2025
(Dollars and Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended January 31, 2026
|
Prepared Food & Dispensed Beverage
|
|
Grocery & General
Merchandise
|
|
Fuel
|
|
Other
|
|
Total
|
|
Revenue
|
$
|
422,975
|
|
|
$
|
1,057,228
|
|
|
$
|
2,309,707
|
|
|
$
|
126,222
|
|
|
$
|
3,916,132
|
|
|
Revenue less cost of goods sold (exclusive of depreciation and amortization)
|
$
|
246,483
|
|
|
$
|
377,551
|
|
|
$
|
348,226
|
|
|
$
|
34,292
|
|
|
$
|
1,006,552
|
|
|
|
58.3
|
%
|
|
35.7
|
%
|
|
15.1
|
%
|
|
27.2
|
%
|
|
25.7
|
%
|
|
Fuel gallons sold
|
|
|
|
|
848,434
|
|
|
|
|
|
|
Three Months Ended January 31, 2025
|
Prepared Food & Dispensed Beverage
|
|
Grocery & General
Merchandise
|
|
Fuel
|
|
Other
|
|
Total
|
|
Revenue
|
$
|
397,151
|
|
|
$
|
1,003,274
|
|
|
$
|
2,366,822
|
|
|
$
|
136,386
|
|
|
$
|
3,903,633
|
|
|
Revenue less cost of goods sold (exclusive of depreciation and amortization)
|
$
|
229,535
|
|
|
$
|
343,544
|
|
|
$
|
302,058
|
|
|
$
|
37,431
|
|
|
$
|
912,568
|
|
|
|
57.8
|
%
|
|
34.2
|
%
|
|
12.8
|
%
|
|
27.4
|
%
|
|
23.4
|
%
|
|
Fuel gallons sold
|
|
|
|
|
829,761
|
|
|
|
|
|
Total revenue for the third quarter of fiscal 2026 increased by $12,499 (0.3%) over the comparable period in fiscal 2025. Prepared food and dispensed beverage revenue increased by $25,824 (6.5%), due to an increase in same-store sales of 4.3% driven by strong sales of whole pizzas and hot sandwiches, as well as an increase of approximately 2.2% related to store growth, due to operating 31 more stores than a year ago. Grocery and general merchandise revenue increased by $53,954 (5.4%), due to an increase in same-store sales of 4.0% driven by sales of non-alcoholic beverages, as well as an increase of approximately 1.4% related to store growth. Retail fuel revenue decreased by $57,115 (2.4%) due to a decrease in the average retail price per gallon of 4.6%. This was partially offset by an increase in the number of gallons sold of 18,673 (2.3%).
The other category primarily consists of activity related to wholesale fuel and car wash revenue, which are both presented gross of applicable costs, as well as lottery, which is presented net of applicable costs. Other revenue decreased $10,164 (7.5%) for the third quarter of fiscal 2026 compared to the prior year, driven primarily by an decrease in wholesale fuel revenue, due to a decrease in the average price per gallon.
Total revenue less cost of goods sold (exclusive of depreciation and amortization) was 25.7% of revenue for the third quarter of fiscal 2026, compared to 23.4% for the comparable period in the prior year. Prepared food and dispensed beverage revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 58.3% of prepared food and dispensed beverage revenue for the third quarter of fiscal 2026, compared to 57.8% for the comparable period in the prior year due to strong cost of goods management. Grocery and general merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 35.7% of grocery and general merchandise revenue for the third quarter of fiscal 2026, compared to 34.2% of grocery and general merchandise revenue for the comparable period in the prior year, primarily due to a favorable product mix shift.
Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 15.1% of fuel revenue during the third quarter of fiscal 2026, compared to 12.8% for the comparable period in the prior year. Revenue less cost of goods sold (exclusive of depreciation and amortization) per gallon increased to 41.0 cents in the third quarter of fiscal 2026, compared to 36.4 cents for the comparable period in the prior year. The Company sold 5.8 million RINs (renewable identification numbers) for $6,251 during the quarter, compared to the sale of 4.0 million RINs for $2,557 in the third quarter of the prior year (see Note 3, above, for a further description of RINs and how they are generated).
Operating expenses increased $27,440 (4.1%) to $697,640 in the third quarter of fiscal 2026. The total operating expense comparison benefitted from $13,482 in one-time deal and integration costs that were incurred in the prior year, related to the acquisition of Fikes. Operating 31 more stores than prior year accounted for approximately 1% of the increase. Same-store employee expense contributed to approximately 1.5% of the increase, due to increases in labor rates, partially offset by a reduction in same-store labor hours. Same-store repairs and maintenance contributed to approximately 1% of the increase. Approximately 1% of the change is related to an increase in accrued costs for variable incentive compensation due to strong financial performance.
Table of Contents
Depreciation and amortization expense increased $8,881 (8.4%) to $114,084 in the third quarter of fiscal 2026, primarily due to purchases of property and equipment since the prior period.
Interest, net decreased $6,034 (20.5%) to $23,381 in the third quarter of fiscal 2026, primarily due to an approximate 1% rate decrease on our variable-rate debt, and a $250,125 reduction in outstanding debt due to principal payments.
The effective tax rate increased to 24.1% in the third quarter of fiscal 2026 compared to 19.2% in the same period of fiscal 2025. The increase in the effective tax rate was primarily due to a one-time benefit in the prior year to update the state deferred tax rate following the Fikes transaction.
Net income increased $42,976 (49.3%) to $130,073 compared to $87,097 in the comparable period. The increase in net income was primarily attributable to higher profitability both inside the store and in fuel, partially offset by increases in operating expenses, depreciation and amortization, and interest expense. See discussion in the paragraphs above for the primary drivers for each of these changes.
Nine Months Ended January 31, 2026 Compared to
Nine Months Ended January 31, 2025
(Dollars and Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended January 31, 2026
|
Prepared Food & Dispensed Beverage
|
|
Grocery &
General Merchandise
|
|
Fuel
|
|
Other
|
|
Total
|
|
Revenue
|
$
|
1,349,208
|
|
|
$
|
3,473,251
|
|
|
$
|
7,730,655
|
|
|
$
|
436,208
|
|
|
$
|
12,989,322
|
|
|
Revenue less cost of goods sold (exclusive of depreciation and amortization)
|
$
|
786,710
|
|
|
$
|
1,246,213
|
|
|
$
|
1,099,146
|
|
|
$
|
108,615
|
|
|
$
|
3,240,684
|
|
|
|
58.3
|
%
|
|
35.9
|
%
|
|
14.2
|
%
|
|
24.9
|
%
|
|
24.9
|
%
|
|
Fuel gallons sold
|
|
|
|
|
2,666,866
|
|
|
|
|
|
|
Nine Months Ended January 31, 2025
|
Prepared Food & Dispensed Beverage
|
|
Grocery &
General Merchandise
|
|
Fuel
|
|
Other
|
|
Total
|
|
Revenue
|
$
|
1,220,107
|
|
|
$
|
3,121,949
|
|
|
$
|
7,337,096
|
|
|
$
|
268,989
|
|
|
$
|
11,948,141
|
|
|
Revenue less cost of goods sold (exclusive of depreciation and amortization)
|
$
|
711,034
|
|
|
$
|
1,096,018
|
|
|
$
|
928,858
|
|
|
$
|
90,473
|
|
|
$
|
2,826,383
|
|
|
|
58.3
|
%
|
|
35.1
|
%
|
|
12.7
|
%
|
|
33.6
|
%
|
|
23.7
|
%
|
|
Fuel gallons sold
|
|
|
|
|
2,378,211
|
|
|
|
|
|
Total revenue for the first nine months of fiscal 2026 increased by $1,041,181 (8.7%) over the comparable period in fiscal 2025 primarily driven by $1,034,139 of additional revenue from the Fikes acquisition, during the first six months of fiscal 2026. Prepared food and dispensed beverage revenue increased by $129,101 (10.6%) due to an increase in same-store sales of 4.8% driven by improved sales of hot sandwiches,bakery, and whole pizzas, as well as an increase of approximately 5.8% related to store growth. Grocery and general merchandise revenue increased by $351,302 (11.3%) due to an increase in same-store sales of 3.4% driven by strong sales of non-alcoholic beverages, as well as an increase of approximately 7.9% related to store growth. Retail fuel revenue increased by $393,559 (5.4%) due to an increase in the number of gallons sold of 288,655 (12.1%), partially offset by the average retail price per gallon decreasing 6.0%.
The other category primarily consists of activity related to wholesale fuel and car wash revenue, which are both presented gross of applicable costs, as well as lottery, which is presented net of applicable costs. Other revenue increased $167,219 (62.2%) for the first nine months of fiscal 2026 compared to the prior year, driven primarily by an increase in wholesale fuel revenue, as a result of the Fikes acquisition. The increased activity related to the wholesale fuel network carries a lower revenue less cost of good sold as a percentage of total revenue. Additionally, other revenue and other revenue less cost of goods sold (exclusive of depreciation and amortization) was favorably impacted by a one-time adjustment of $8,000 due to a change in estimate related to breakage assumptions on the outstanding gift card liability balance in the second fiscal quarter.
Revenue less cost of goods sold (exclusive of depreciation and amortization) was 24.9% of revenue for the first nine months of fiscal 2026, compared to 23.7% for the comparable period in the prior year. Prepared food and dispensed beverage revenue less related cost of goods sold (exclusive of depreciation and amortization) remained flat at 58.3% of prepared food and dispensed beverage revenue, compared to the comparable period in the prior year. Grocery and general merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 35.9% of grocery and general merchandise revenue, compared to 35.1% in the prior year, primarily due to a favorable product mix shift.
Table of Contents
Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 14.2% of fuel revenue for the first nine months of fiscal 2026, compared to 12.7% for the first nine months of the prior year. Revenue less cost of goods sold (exclusive of depreciation and amortization) per gallon was 41.2 cents for the first nine months of fiscal 2026 compared to 39.1 cents in the prior year. The Company sold 18.9 million RINs (renewable identification numbers) for $20,215 during the nine months of fiscal 2026, compared to the sale of 18.8 million RINs for $12,315 in the prior year (see Note 3, above, for a further description of RINs and how they are generated).
Operating expenses increased by $218,050 (11.5%) in the first nine months of fiscal 2026 from the comparable period in the prior year. Operating more stores than the prior year accounted for approximately 6% of the increase. Same-store employee expense contributed to approximately 1.5% of the increase, due to an increases in labor rates, offset by a reduction in same-store labor hours. Approximately 1% of the change is related to an increase in accrued costs for variable incentive compensation due to strong financial performance.
Depreciation and amortization expense increased $38,259 (12.9%) to $334,463 for the first nine months of fiscal 2026, primarily due to purchases of property and equipment since the prior period.
Interest, net increased by $18,886 (33.7%) to $74,921 for the first nine months of fiscal 2026 primarily due to issuing incremental debt of $1,100,000 in the prior year to partially fund the acquisition of Fikes.
The effective tax rate increased to 23.8% in the first nine months of the fiscal year compared to 23.4% in the same period of the prior fiscal year. The increase in the effective tax rate was primarily due to a one-time benefit in the prior year to update the state deferred tax rate following the Fikes transaction (0.9%), offset by an increase in excess tax benefits recognized on share-based awards in the current year (0.5%).
Net income increased by $103,551 (23.1%) to $551,764 from $448,213 in the prior year. The increase in net income was primarily attributable to higher profitability both inside the store and in fuel, partially offset by increases in operating expenses, depreciation and amortization and interest expense. See discussion in the paragraphs above for the primary drivers for each of these changes.
Use of Non-GAAP Measures
We define EBITDA as net income before net interest expense, income taxes, and depreciation and amortization. EBITDA is not considered to be a GAAP measure, and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. This measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute 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 is useful to investors in evaluating our operating performance because securities analysts and other interested parties use this calculation as a measure of financial performance and debt service capabilities, and it is regularly used by management 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, 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 this non-GAAP financial measure with those used by other companies.
The following table contains a reconciliation of net income to EBITDA for the three and nine months ended January 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
|
|
January 31, 2026
|
|
January 31, 2025
|
|
January 31, 2026
|
|
January 31, 2025
|
|
Net income
|
$
|
130,073
|
|
|
$
|
87,097
|
|
|
$
|
551,764
|
|
|
$
|
448,213
|
|
|
Interest, net
|
23,381
|
|
|
29,415
|
|
|
74,921
|
|
|
56,035
|
|
|
Federal and state income taxes
|
41,374
|
|
|
20,653
|
|
|
172,133
|
|
|
136,578
|
|
|
Depreciation and amortization
|
114,084
|
|
|
105,203
|
|
|
334,463
|
|
|
296,204
|
|
|
EBITDA
|
$
|
308,912
|
|
|
$
|
242,368
|
|
|
$
|
1,133,281
|
|
|
$
|
937,030
|
|
For the three and nine months ended January 31, 2026, EBITDA increased by 27.5% and 20.9%, respectively, when compared to the same period a year ago. The increase was primarily attributable to higher profitability both inside the store and
Table of Contents
in fuel, partially offset by higher operating expenses. See discussion in the preceding sections for the primary drivers for each of these individual changes.
Table of Contents
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, 2025, and such discussion is incorporated herein by reference. There have been no changes to these policies in the nine months ended January 31, 2026.
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 January 31, 2026, the Company's ratio of current assets to current liabilities was 1.04 to 1. The ratio at January 31, 2025 and April 30, 2025 was 0.92 to 1 for both periods. The increase in the ratio is primarily attributable to an increase in cash and cash equivalents. For further information, refer to discussions on the changes in the sections of the statement of cash flow below.
Management believes that the net availability under the Bank Line of approximately $50,000 and the Revolving Facility of $850,000, 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 operating activities was $979,030 for the nine months ended January 31, 2026, compared to $756,996 for the comparable period in the prior year, an increase of $222,034. Our primary source of operating cash flows is from sales to guests at our stores. The primary uses of operating cash flows are payments to our team members and suppliers, as well as payments for taxes and interest. Cash flow from operations was favorably impacted by improved revenue less cost of goods sold (exclusive of depreciation and amortization) of $414,301. This was offset by an increase in operating expenses of $218,050 and an increase in cash paid for interest of $29,621. Refer to "Nine Months Ended January 31, 2026 Compared to Nine Months Ended January 31, 2025" starting on page 17for further details on the primary drivers for the changes in revenue, cost of goods sold (exclusive of depreciation and amortization), operating expenses, and interest. Cash flows from operations can also be impacted by variability in the timing of payments and receipts for certain assets and liabilities, such as wage related accruals, accounts payable, and receivables from credit card companies or our vendors. Operating cash flows were also favorably impacted by an increase of $33,065 due to the timing of inventory purchases, as well as an increase of $29,495 related to accounts payable, due to the timing of payments.
Net cash used in investing activities decreased by $1,009,596. During the first nine months of fiscal 2026, the Company expended $552,730 for purchases of property and equipment and payments for acquisitions compared to $1,537,066 for the comparable period in the prior year. The decrease in cash used in investing activities was attributable to the Fikes acquisition, which closed during the prior year and had a purchase price of $1,165,752. Purchases of property and equipment and payments for acquisitions of businesses typically represent the single largest use of excess Company funds. Management believes that by acquiring, building, and reinvesting in stores, the Company will be better able to drive long-term shareholder value.
Net cash used in financing activities was $327,732 for the nine months ended January 31, 2026, compared to net cash provided by financing activities of $953,874 in the comparable period in the prior year. The change from the prior year was primarily due to the proceeds from long-term debt of $1,100,000 received to partially fund the Fikes acquisition in the prior year. Additionally, the repurchase and retirement of common stock under our share repurchase program resulted in an increase in the net cash used of approximately $136,524 during the period.
Table of Contents
As of January 31, 2026, the Company had long-term debt consisting of:
|
|
|
|
|
|
|
|
Finance lease liabilities
|
$
|
106,495
|
|
|
3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028
|
63,000
|
|
|
3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending December 18, 2028
|
21,000
|
|
|
3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2, 2031
|
45,000
|
|
|
3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending October 28, 2031
|
45,000
|
|
|
3.77% Senior notes (Series F) due August 22, 2028
|
250,000
|
|
|
2.85% Senior notes (Series G) due August 7, 2030
|
325,000
|
|
|
2.96% Senior notes (Series H) due August 6, 2032
|
325,000
|
|
|
5.23% Senior notes (Series I) due November 2, 2031
|
150,000
|
|
|
5.43% Senior notes (Series J) due November 2, 2034
|
100,000
|
|
|
Variable rate term loan facility, requiring quarterly installments ending April 21, 2028
|
200,000
|
|
|
Variable rate incremental term loan facility, requiring quarterly installments ending October 30, 2029
|
807,500
|
|
|
Less debt issuance costs
|
(4,796)
|
|
|
|
2,433,199
|
|
|
Less current maturities
|
(101,455)
|
|
|
|
$
|
2,331,744
|
|
The Company has funded purchases of property and equipment and payments for acquisitions of businesses primarily from the 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 Revolving Facility, the Bank Line, and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity.
Table of Contents
Cautionary Statements
This Form 10-Q, including but not limited to the 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," "should," "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, liquidity and related sources and needs, supply chain, results of operations and performance at our stores, business strategy, strategic plans, growth opportunities, integration of acquisitions, acquisition synergies, short-term and long-term business operations and objectives including our long-term strategic plan, wholesale fuel, inventory and ingredient costs and the potential effects of the conflicts in oil producing regions and other geopolitical disruptions on our business. 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, 2025:
Business Operations: Our business and our reputation could be adversely affected by a cyber or 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; food-safety issues and foodborne 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; we may be adversely impacted by increases in the cost of food ingredients and other related costs; 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 could be adversely affected if we experience difficulties in, or are unable to recruit, hire or retain, members of our leadership team and other distribution, field and store Team Members; 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 software providers, to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business; increased credit card expenses could lead to higher operating expenses and other costs for the Company; our operations present hazards and risks which may not be fully covered by insurance, if insured; the dangers inherent in the storage and transport of fuel could cause disruptions and could expose to us potentially significant losses, costs or liabilities; consumer or other litigation could adversely affect our financial condition and results of operations; pandemics or disease outbreaks, 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; and, covenants in our Senior Notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests and the failure to comply with these requirements could have a material impact to us.
Governmental Actions, Regulations, and Oversight: Compliance with and changes in tax laws could adversely affect our performance; we are subject to extensive governmental regulations; 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; and, wholesale cost and tax increases relating to tobacco and nicotine products could affect our operating results.
Industry: General economic and political conditions that are largely out of the Company's control may adversely affect the Company's financial condition and results of operations; developments related to fuel efficiency, fuel conservation practices, climate change, and changing consumer preferences may decrease the demand for motor fuel; unfavorable weather conditions can adversely affect our business; the volatility of wholesale petroleum costs could adversely affect our operating results; and, the convenience store industry is highly competitive.
Growth Strategies: We may not be able to identify, acquire, and integrate new properties and stores, which could adversely affect our ability to grow our business.
Common Stock: 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.
Table of Contents