SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Fiscal Quarter Ended October 31, ~~2017~~2018

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 BOULEVARD, ANKENY, IOWA		50021
(Address of principal executive offices)		(Zip Code)

(515) 965-6100

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated ~~filer.~~filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of ~~Accelerated filer and large~~"large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨

~~Indicate by check mark whether the registrant is an emerging growth~~

Smaller reporting company ~~as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).~~ ¨

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 x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class		Outstanding at November ~~30, 2017~~27, 2018
Common stock, no par value per share		~~37,547,264~~36,605,506 shares

Table of Contents

CASEY’S GENERAL STORES, INC.

INDEX



			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements
		Condensed consolidated balance sheets---October 31, ~~2017~~2018 and April 30, ~~2017~~2018 (unaudited)	3
		Condensed consolidated statements of income—three and six months ended October 31, ~~2017~~2018 and ~~2016~~2017 (unaudited)	4
		Condensed consolidated statement of ~~shareholder's equity---for the six~~shareholders' equity---six months ended October 31, ~~2017~~2018 (unaudited)	5
		Condensed consolidated statements of cash flows— six months ended October 31, ~~2017~~2018 and ~~2016~~2017 (unaudited)	6
		Notes to unaudited condensed consolidated financial statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1311
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	1817
	Item 4.	Controls and Procedures	1817
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	1817
	Item 1A.	Risk Factors	18
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 6.	Exhibits	19
SIGNATURE			20

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, 2017		April 30, 2017	October 31, 2018		April 30, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	285,185	76,717	$	51,887	53,679
Receivables	42,498		43,244	46,875		45,045
Inventories	241,681		201,644	258,644		241,668
Prepaid expenses	6,767		9,179	7,923		5,766
Income tax receivable	97		19,901	16,849		50,682
Total current assets	576,228		350,685	382,178		396,840
Other assets, net of amortization	24,466		23,453	39,813		29,909
Goodwill	137,319		132,806	140,623		140,258
Property and equipment, net of accumulated depreciation of $1,542,953 at October 31, 2017 and $1,496,472 at April 30, 2017	2,682,169		2,513,158
Property and equipment, net of accumulated depreciation of $1,715,433 at October 31, 2018 and $1,611,177 at April 30, 2018				2,983,043		2,902,920
Total assets	$	3,420,182	3,020,102	$	3,545,657	3,469,927


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank	$	—	900	$	—	39,600
Current maturities of long-term debt	15,434		15,421	15,384		15,374
Accounts payable	307,110		293,903	324,806		321,419
Accrued expenses	145,085		136,322	130,786		131,457
Total current liabilities	467,629		446,546	470,976		507,850
Long-term debt, net of current maturities	1,299,626		907,356	1,283,992		1,291,725
Deferred income taxes	461,667		440,124	374,665		341,946
Deferred compensation	16,102		15,784	15,584		15,928
Insurance accruals, net of current portion				20,155		19,748
Other long-term liabilities	20,826		19,672	23,206		21,589
Total liabilities	2,265,850		1,829,482	2,188,578		2,198,786
Shareholders’ equity:
Preferred stock, no par value	—		—	—		—
Common stock, no par value	—		40,074	9,702		—
Retained earnings	1,154,332		1,150,546	1,347,377		1,271,141
Total shareholders’ equity	1,154,332		1,190,620	1,357,079		1,271,141
Total liabilities and shareholders' equity	$	3,420,182	3,020,102	$	3,545,657	3,469,927

See notes to unaudited condensed consolidated financial statements.

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,				Three Months Ended October 31,				Six Months Ended October 31,
	2017		2016		2017		2016		2018		2017		2018		2017
Total revenue (a)	$	2,153,745	$	1,920,055	$	4,247,484	$	3,890,134	$	2,538,005	$	2,153,745	$	5,126,437	$	4,247,484
Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a)	1,686,088		1,476,537		3,303,130		2,996,821		2,027,684		1,686,088		4,094,348		3,303,130
Operating expenses	322,949		295,289		644,196		587,417		344,186		322,949		703,578		644,196
Depreciation and amortization	54,157		48,675		106,526		94,530		61,356		54,157		120,196		106,526
Interest, net	12,976		10,075		24,351		20,615		14,191		12,976		28,597		24,351
Income before income taxes	77,575		89,479		169,281		190,751		90,588		77,575		179,718		169,281
Federal and state income taxes	28,657		32,299		63,605		66,179		23,973		28,657		42,879		63,605
Net income	$	48,918	$	57,180	$	105,676	$	124,572	$	66,615	$	48,918	$	136,839	$	105,676
Net income per common share
Basic	$	1.29	$	1.46	$	2.77	$	3.18	$	1.82	$	1.29	$	3.73	$	2.77
Diluted	$	1.28	$	1.44	$	2.75	$	3.14	$	1.80	$	1.28	$	3.70	$	2.75
Basic weighted average shares outstanding	37,804,649		39,189,804		38,108,105		39,177,746		36,698,528		37,804,649		36,683,450		38,108,105
Plus effect of stock compensation	378,950		472,735		379,802		472,713		318,943		378,950		314,181		379,802
Diluted weighted average shares outstanding	38,183,599		39,662,539		38,487,907		39,650,459		37,017,471		38,183,599		36,997,631		38,487,907

Dividends declared per share	$	0.26	$	0.24	$	0.52	$	0.48	$	0.29	$	0.26	$	0.58	$	0.52

(a) Includes excise taxes of:	$	239,070	$	222,993	$	477,628	$	448,169	$	255,114	$	239,070	$	513,083	$	477,628

See notes to unaudited condensed consolidated financial statements.

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except per share and share amounts) (unaudited)


	Shares Outstanding		Common stock			Retained earnings			Shareholders' Equity			Shares Outstanding		Common stock		Retained earnings			Shareholders' Equity
Balance at April 30, 2017	38,765,821		$	40,074		$	1,150,546		$	1,190,620
Balance at April 30, 2018												36,874,322		$	—	$	1,271,141		$	1,271,141
Implementation of ASU 2014-09												—		—		(4,140		)	$	(4,140	)
Net income	—		—			105,676			105,676			—		—		136,839			$	136,839
Dividends declared (52 cents per share)	—		—			(19,709		)	(19,709		)
Dividends declared (58 cents per share)												—		—		(21,216		)	$	(21,216	)
Exercise of stock options	10,225		298			—			298			11,292		379		—			$	379
Repurchase of common stock	(1,228,562	)	(51,007		)	(82,181		)	(133,188		)	(352,592	)	—		(35,247		)	$	(35,247	)
Stock based compensation	65,337		10,635			—			10,635			70,984		9,323		—			$	9,323
Balance at October 31, 2017	37,612,821		$	—		$	1,154,332		$	1,154,332
Balance at October 31, 2018												36,604,006		$	9,702	$	1,347,377		$	1,357,079

See notes to unaudited condensed consolidated financial statements.

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(DOLLARS IN THOUSANDS)


	Six months ended October 31,					Six months ended October 31,
	2017			2016		2018			2017
Cash flows from operating activities:
Net income	$	105,676		124,572		$	136,839		105,676
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	106,526			94,530		120,196			106,526
Stock-based compensation	13,700			4,948		9,323			13,700
Loss on disposal of assets and impairment charges	1,091			294		1,130			1,091
Deferred income taxes	21,543			19,839		34,214			21,543
Changes in assets and liabilities:
Receivables	746			(5,229	)	(1,830		)	746
Inventories	(39,035		)	(2,854	)	(16,923		)	(39,035	)
Prepaid expenses	2,412			(1,952	)	(2,157		)	2,412
Accounts payable	69			(3,239	)	2,030			69
Accrued expenses	8,907			(1,221	)	(3,330		)	8,907
Income taxes	20,604			13,238		35,160			20,604
Other, net	(676		)	(2,842	)	(10,363		)	(676	)
Net cash provided by operating activities	241,563			240,084		304,289			241,563
Cash flows from investing activities:
Purchase of property and equipment	(248,797		)	(203,602	)	(198,409		)	(248,797	)
Payments for acquisition of businesses, net of cash acquired	(22,781		)	(5,596	)	(2,590		)	(22,781	)
Proceeds from sales of property and equipment	2,297			1,726		3,155			2,297
Net cash used in investing activities	(269,281		)	(207,472	)	(197,844		)	(269,281	)
Cash flows from financing activities:
Proceeds from long-term debt	400,000			100,000		—			400,000
Repayments of long-term debt	(7,708		)	(7,697	)	(7,743		)	(7,708	)
Net repayments of short-term debt	(900		)	—		(39,600		)	(900	)
Proceeds from exercise of stock options	298			1,719		379			298
Payments of cash dividends	(19,235		)	(17,988	)	(20,193		)	(19,235	)
Repurchase of common stock	(132,613		)	—		(37,479		)	(132,613	)
Tax withholdings on employee share-based awards	(3,656		)	(6,448	)	(3,601		)	(3,656	)
Net cash provided by financing activities	236,186			69,586
Net cash (used in) provided by financing activities						(108,237		)	236,186


Net increase in cash and cash equivalents	208,468		102,198
Net (decrease) increase in cash and cash equivalents				(1,792		)	208,468
Cash and cash equivalents at beginning of the period	76,717		75,775	53,679			76,717
Cash and cash equivalents at end of the period	$	285,185	177,973	$	51,887		285,185

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,			Six months ended October 31,
	2017		2016	2018			2017
Cash paid during the period for:
Cash paid (received) during the period for:
Interest, net of amount capitalized	$	21,428	20,065	$	24,256		21,428
Income taxes, net	21,414		33,038	(27,477		)	21,414

Noncash investing and financing activities:
Purchased property and equipment in accounts payable	12,563		12,980	3,589			12,563
Shares repurchased in accounts payable	575		—	—			575

See notes to unaudited condensed consolidated financial statements.

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

The accompanying condensed consolidated financial statements include the accounts and transactions of Casey's General Stores, Inc. (hereinafter referred to as the Company or Casey's) and its wholly-owned subsidiaries. All material inter-company 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.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (including normal recurring accruals) necessary to present fairly the financial position as of October 31, ~~2017~~2018 and April 30, ~~2017, and~~2018, the results of operations for the three and six months ended October 31, 2018 and 2017, ~~and 2016,~~shareholders' equity for the six months ended October 31, 2018, and cash flows for the six months ended October 31, ~~2017~~2018 and ~~2016.~~2017. 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, ~~2017~~2018 for our consideration of new accounting pronouncements.

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). We adopted the standard on May 1, 2018 using the modified retrospective approach. The Company adopted two changes that affect the timing of recognition of revenues related to gift card breakage income and the redemption of coupon box tops attached to our pizza boxes. The impact related to gift cards was $879, net of $321 of deferred taxes and was an increase to shareholders' equity with a reduction in deferred income. The impact related to box tops was $5,019 net of $1,816 of deferred taxes and was a reduction in shareholders' equity, with an increase in deferred income.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2016-02.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other than Inventory. We adopted the standard in the quarter ended July 31, 2018. There was no material impact to the Company for the adoption of this standard.

In January 2017, the FASB issued ASU 2017-01, Business Combinations, Clarifying the Definition of a Business. The standard clarifies the definition of a business and adds guidance to assist entities in the determination of whether an acquisition (or disposal) represents assets or a business. The guidance requires the Company to utilize various criteria to evaluate whether or not an acquisition is a business. First, if substantially all of the fair value of the assets acquired is concentrated in a single asset or a group of similar identifiable assets, the acquired assets do not represent a business. If that is not the case, the update provides further guidance to evaluate if the acquisition represents a business focused on the nature and substance of the inputs and process acquired. The standard is generally expected to reduce the number of acquisitions, which may impact the allocation of purchase consideration in future acquisitions. Where it is determined that an acquisition is not a business combination, there would be no resulting goodwill recorded. The Company prospectively adopted this guidance for all future acquisitions in the first quarter of fiscal 2019.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard provides guidance on accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in the update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use

software and hosting arrangements that include an internal-use software license. The guidance is effective for the Company beginning in the first quarter of fiscal 2021 with early adoption permitted. The amendments in the update can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this guidance retrospectively, in the first quarter of fiscal 2019. The adoption did not have a material impact on our consolidated financial statements.


3.	Revenue ~~Recognition~~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 customer. The Company adopted ASU 2014-09 in the quarter ended July 31, 2018. As a result, revenue from sales of pizza that include a redeemable box top coupon are deferred until redemption for the portion of the sale that represents the estimated future redemption of the box top coupon. Gift card revenue is now 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. Vendor rebates ~~in the form of rack display allowances~~ are treated as a reduction in cost of goods sold and are recognized pro rata over the period covered by the applicable rebate agreement. Vendor rebates in the form of billbacks are treated as a reduction in cost of goods sold and are recognized at the time the product is sold. Warehousing costs are recorded within operating expenses on the income statement. Sales taxes collected from customers and remitted to the government are recorded on a net basis in the consolidated financial statements.


4.	Long-Term Debt and Fair Value Disclosure

On June 13, 2017, the Company issued $150 million aggregate principal amount of 3.51% Senior Notes due June 13, 2025, and on August 22, 2017, the Company issued $250 million aggregate principal amount of 3.77% Senior Notes due August 22, 2028. The fair value of the Company’s long-term debt is estimated based on the current rates offered to the Company for debt of the same or similar issues. The fair value of the Company’s long-term debt was approximately ~~$1,320,000~~$1,269,000 and ~~$941,000~~$1,277,000 at October 31, ~~2017~~2018 and April 30, ~~2017,~~2018, respectively. The Company has an aggregate ~~$100,000~~$150,000 line of credit with $0 outstanding at October 31, ~~2017~~2018 and ~~$900~~$39,600 outstanding at April 30, ~~2017.~~2018.


5.	Disclosure of Compensation Related Costs, Share Based Payments

The ~~2009~~2018 Stock Incentive Plan (the “2018 Plan”), was approved by the Board in June ~~2009~~2018 and approved by the Company's shareholders inon September ~~2009.~~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. The 2009 Plan previously replaced and superseded the 2000 Stock Option Plan and the ~~Non-employee Director~~Non-Employees Directors’ Stock Option Plan ~~(together,~~(collectively with the “~~Prior Plans~~”2009 Plan, the “Prior Plans”). ~~There are 2,986,394 shares available for grant at October 31, 2017.~~

Awards ~~made~~ under the 2018 Plan may take the form of stock options, stock appreciation rights, restricted stock, or restricted stock ~~units.~~units and other equity-based and equity-related awards. Each share issued pursuant to a stock option ~~will reduce~~and each share with respect to which a stock-settled stock appreciation right is exercised (regardless of the number of shares ~~available for grant by~~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 ~~will reduce~~is counted as two shares against the maximum limit. At October 31, 2018, there were 2,984,032 shares available for grant ~~by two.~~ under the 2018 Plan.

We account for stock-based compensation by estimating the fair value of stock options using the Black Scholes model, and value restricted stock unit awards granted under the Plan using the market price of a share of our common stock on the date of grant. For market based awards we use the "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 ~~this fair value~~these amounts as an operating expense in our consolidated statements of income ratably over the requisite service period using the straight-line method, as adjusted for certain retirement ~~provisions.~~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. Additional information regarding the 2018 Plan is provided in the Company’s ~~2009~~2018 Proxy ~~Statement.~~

~~The following table summarizes the most recent compensation grants as of October 31, 2017:~~

Date of Grant Type of Grant Shares Granted Recipients Vesting Date Fair Value at Grant Date

June 6, 2014 Restricted Stock Units 91,000
Officers & Key employees June 6, 2017 $6,584
June 6, 2014 Restricted Stock 30,538
Officers & Key employees Immediate (Annual performance goal) $2,209
September 19, 2014 Restricted Stock 13,955
Non-employee board members Immediate $990
June 5, 2015 Restricted Stock Units 104,200
Officers & Key employees June 5, 2018 $9,135
June 5, 2015 Restricted Stock 48,913
Officers & Key employees Immediate (Annual performance goal) $4,288
September 18, 2015 Restricted Stock 7,748
Non-employee board members Immediate $856
April 12, 2016 Restricted Stock 10,000
CEO 2,000 Shares each May 1st from 2017-2021 $1,060
June 3, 2016 Restricted Stock Units 111,150
Officers & Key employees June 3, 2019 $13,849
June 3, 2016 Restricted Stock 40,996
Officers & Key employees Immediate (Annual performance goal) $5,108
September 16, 2016 Restricted Stock 8,941
Non-employee board members Immediate $1,064
June 1, 2017 Restricted Stock Units 63,699
Key Employees June 15, 2020 $7,388
July 14, 2017 Restricted Stock Units *** 61,126
Officers June 15, 2020 $6,912
September 15, 2017 Restricted Stock 8,344
Non-employee board members Immediate $920

*** This grant of restricted stock units includes time-based, performance-basedStatement and market-based awards. The performance-based awards included in the figure above represent a “target” amount; the final amount earned is based on the satisfaction of certain performance measures over a three-year performance period and will range from 0% to 200% of the “target". The market-based awards incorporate market conditions in determining fair value as of the grant date. Total market-based expense of approximately $2.6 million will be recognized on a straight-line basis over the vesting period, subject to retirement provisions.

Proxy Supplement.

At October 31, ~~2017,~~2018, options for ~~211,825~~170,381 shares (which expire between ~~2018~~2019 and 2021) were outstanding for the ~~Plan and~~ Prior ~~Plans.~~Plans (no stock option awards have been granted under the 2018 Plan). Information concerning the issuance of stock options under the ~~Plan and~~ Prior Plans is presented in the following table:


	Number of option shares	Weighted average option exercise price		Number of option shares	Weighted average option exercise price
Outstanding at April 30, 2017	222,050	$	38.51
Outstanding at April 30, 2018				181,673	$	39.48
Granted	—	—		—	—
Exercised	10,225	29.10		11,292	33.55
Forfeited	—	—		—	—
Outstanding at October 31, 2017	211,825	$	38.96
Outstanding at October 31, 2018				170,381	$	39.88

At October 31, ~~2017,~~2018, all ~~211,825~~170,381 outstanding options were vested, and had an aggregate intrinsic value of ~~$16,016~~$14,692 and a weighted average remaining contractual life of ~~3.08~~2.19 years. The aggregate intrinsic value for the total of all options exercised during the six months ended October 31, ~~2017,~~2018, was ~~$815.~~$973.

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, ~~2017~~2018	~~303,400~~338,981
Granted	~~124,825~~172,232
Vested	(~~87,600~~103,300	)
Forfeited	(~~1,344~~3,366	)
Performance Award Adjustments	(7,717	)
Unvested at October 31, ~~2017~~2018	~~339,281~~396,830

Total compensation costs recorded for the six months ended October 31, ~~2017~~2018 and ~~2016,~~2017, respectively, were ~~$12,780~~$12,151 and ~~$4,948~~$12,780 for the stock option, restricted stock, and restricted stock unit awards to employees. As of October 31, ~~2017,~~2018, there were no unrecognized compensation costs related to the Plan and Prior Plans for stock options and ~~$14,069~~$12,469 of unrecognized compensation costs related to restricted stock units which are expected to be recognized through fiscal ~~2021.~~

2022. Certain awards in the 2017 and 2018 long term incentive compensation program grants have performance-based conditions based on the three-year average return on invested capital (ROIC) calculation.

~~6. Acquisitions~~

During the first six months of fiscal 2018, the Company acquired 14 stores through a variety of single store and multi-store transactions with several unrelated third parties. The stores were valued using a discounted cash flow model on a location by location basis. The acquisitions were recorded in the financial statements by allocating the purchase price to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

~~Allocation of the purchase price for the transactions in aggregate is as follows:~~

Assets Acquired:
     Inventories & other assets $ 1,028
     Land, property and equipment 17,240
Total Assets 18,268
Liabilities Assumed:
     Accrued expenses —
Net tangible assets acquired, net of cash 18,268

Goodwill and other intangible assets 4,513
Total consideration paid, net of cash acquired $ 22,781

~~The allocation of the purchase price to assets acquired and liabilities assumed is preliminary pending finalization of management’s analysis.~~

The following unaudited pro forma information presents a summary of our consolidated results of operations as if the transactions referenced above occurred at the beginning of the first fiscal year of the periods presented (amounts in thousands, except per share data):

Six months ended
October 31,
2017 2016
Total revenues $ 4,266,959
$ 3,916,012
Net earnings $ 106,209
$ 125,401
Earnings per common share:
Basic $ 2.79
$ 3.20
Diluted $ 2.76
$ 3.16


7.6.	Commitments and Contingencies

As previously reported, the Company was named as a defendant in four lawsuits (“hot fuel” cases) brought in the federal courts in Kansas and Missouri against a variety of fuel retailers, which were consolidated in the U.S. District Court for the District of Kansas in Kansas City, Kansas as part of the multidistrict “Motor Fuel Temperature Sales Practices Litigation.” A hearing to consider whether the previously-reported settlement involving the Company was fair, reasonable and adequate was conducted on June 9, 2015, and on August 21, 2015, the District Court approved the same. A hearing was held on November 19, 2015 with regard to the attorneys’ fee award for plaintiffs’ counsel, and an order awarding fees was filed by the Court on February 17, 2016. On November 17, 2016, an oral argument was held before the 10th Circuit Court of Appeals generally regarding appeals based on the fairness of various proposed settlement provisions. A ruling from the 10th Circuit was entered on August 23, 2017 which affirmed the settlement.The District Court approved settlement includes, but is not limited to, the commitment on the part of the Company to "sticker" certain information on its gasoline pumps and to make a monetary payment (which is not considered to be material in amount) to the plaintiff class. However, the settlement will not be considered final until the time for all appeals has expired.

From time to time we may be involved in ~~other~~ legal ~~and~~or administrative proceedings or investigations arising from the conduct of our business operations, including, but not limited to, contractual disputes; employment, personnel, or ~~personnel~~accessibility matters; personal injury and property damage claims; and claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities. Claims for ~~compensatory or exemplary~~ 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.


7.	Unrecognized Tax Benefits & Impact of Tax Reform Act

~~8. Unrecognized Tax Benefits~~

The total amount of gross unrecognized tax benefits was ~~$5,362~~$6,421 at April 30, ~~2017.~~2018. At October 31, ~~2017,~~2018, gross unrecognized tax benefits were ~~$6,464.~~$8,092. If this unrecognized tax benefit were ultimately recognized, ~~$4,238~~$6,415 is the amount that would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was ~~$186~~$268 at October 31, ~~2017,~~2018, and ~~$141~~$191 at April 30, ~~2017.~~2018. Net interest and penalties included in income tax expense for the six months ended October 31, ~~2017,~~2018, was a net expense of ~~$45,~~$77, with a net expense of ~~$72~~$45 for the same period in ~~2016.~~2017.

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 ~~State of Kansas is examining tax years 2013-2015. Additionally, the~~ IRS is currently examining tax year 2012. The Company has no other ongoing federal or state income tax examinations. ~~The Company currently does not have any outstanding litigation related to tax matters.~~ At this time, ~~management believes it is~~the Company's best estimate of the reasonably possible change in the ~~aggregate~~ amount of the gross unrecognized tax

~~unrecognized tax~~ benefits ~~will~~is a decrease ~~by approximately $1,242 within~~of $1,300 during the next twelve ~~months. This expected decrease is~~months mainly due to the expiration of ~~the~~certain statute of ~~limitations related to certain federal and state income tax filing positions.~~limitations.

The federal statute of limitations remains open for the tax years 2012 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.

On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. In December 2017, the SEC issued Staff Accounting Bulletin No. 118, which allows a company to report provisional numbers related to the Tax Reform Act and adjust those amounts during a measurement period not to exceed one year. The provisional amounts recorded for the year ending April 30, 2018 are based on estimates of underlying timing differences and the Company’s current interpretations of the Tax Reform Act. The ultimate impact of the Tax Reform Act may differ from our provisional amounts due to changes in interpretations and assumptions (primarily around fixed assets) we made as well as any forthcoming legislative action or regulatory guidance. The Company did not record any material adjustments to the provisional amounts recorded as a result of the Tax Reform Act during the quarter ended October 31, 2018. We expect to finalize all provisional adjustments in the third quarter of fiscal 2019.


9.8.	Segment Reporting

As of October 31, ~~2017~~2018 we operated ~~2,003~~2,097 stores in 1516 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 customers. 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 three categories.



Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).

Overview

Casey’s and its 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 1516 Midwestern states, primarily Iowa, Missouri and Illinois. The Company also operates two stores selling primarily tobacco products, one grocery store, and ~~one~~two liquor ~~store. On~~stores. As of October 31, ~~2017,~~2018, there were a total of ~~2,003~~2,097 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 57% of our stores were opened in areas with populations of fewer than 5,000 persons, while approximately 18% of all stores were opened in communities with populations exceeding 20,000 persons. Two distribution centers are in operation, which supply grocery and general merchandise items to stores. One is adjacent to the Corporate Headquarters facility in Ankeny, Iowa, and the other is located in Terre Haute, Indiana. AtAs of October 31, ~~2017,~~2018, the Company owned the land at ~~1,982~~2,077 locations and the buildings at ~~1,987~~2,081 locations, and leased the land at 2120 locations and the buildings at 16 locations.

The Company reported diluted earnings per common share of ~~$1.28~~$1.80 for the second quarter of fiscal ~~2018.~~2019. For the same quarter a year-ago, diluted earnings per common share were ~~$1.44.~~$1.28.

~~During~~The following table represents the ~~first six months~~roll forward of store growth through the second quarter of fiscal 2018, the Company opened 12 new-store constructions, completed 14 replacement stores, completed 28 major remodels, acquired 14 stores (of which three will be opened at a later date), and closed two stores. We also opened two replacement stores where the replaced store was closed in the prior year, and two stores acquired in the prior year but opened this year. 2019:



	Store Count
Stores at 4/30/18	2,073
New Store Construction	25
Acquisitions	3
Acquisitions not opened	(2)
Prior Acquisitions opened	4
Closed	(6)
Stores at 10/31/18	2,097

The Company ~~currently~~ has ~~66 new stores, 18 replacement stores, and 14 major remodels under construction. The Company also has 16~~23 acquisition stores under agreement and ~~134~~a land bank of 95 sites ~~under agreement~~ for future new ~~builds.~~builds (in addition to 36 under construction).

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 ~~1.9% increase~~1.1% decrease in same-store fuel gallons sold, with an average ~~margin~~fuel revenue less related cost of ~~19.7~~goods sold (exclusive of depreciation and amortization) of 20.0 cents per gallon, compared to ~~an 18.6 cent margin~~19.7 cents per gallon in the same quarter a year ago. The Company policy ishas been to price to the competition, sowhere the timing of retail price changes is driven by local competitive conditions. Over the course of fiscal 2019, the Company, as part of its evolving effort around fuel price optimization, has been more proactive in driving changes to market prices, which has contributed to a higher fuel margin. In addition, the Company experienced slower growth in same-store gallons sold this quarter, mainly due to softer consumer demand. The Company sold ~~17.3~~16.6 million renewable fuel credits for ~~$14.5~~$3.4 million during the quarter, compared to ~~17.8~~17.3 million renewable fuel credits in the second quarter of the prior year, which generated ~~$15.9~~$14.5 million.

Same-store sales of grocery and other merchandise increased ~~2.5%~~2.7% and prepared food and fountain increased ~~2.1%~~2.2% during the second quarter. Operating expenses increased ~~9.4%~~6.6% in the quarter primarily due to operating 6294 more stores compared to the same period a year ~~ago, the continued rollout of our growth programs in additional stores (expanded hours at select locations, stores with pizza delivery, and major remodels), and wage rate increases.~~ago.

Three Months Ended October 31, ~~2017~~2018 Compared to

Three Months Ended October 31, ~~2016~~2017

(Dollars and Amounts in Thousands)


Three months ended 10/31/2018																Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue																$	1,621,868		$	618,250		$	283,062		$	14,825		$	2,538,005
Revenue less cost of goods sold (excluding depreciation and amortization)																$	118,656		$	200,193		$	176,675		$	14,797		$	510,321
																7.3		%	32.4		%	62.4		%	99.8		%	20.1		%
Fuel gallons																593,750

Three months ended 10/31/2017	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total			Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,306,246		$	572,151		$	261,998		$	13,350		$	2,153,745		$	1,306,246		$	572,151		$	261,998		$	13,350		$	2,153,745
Revenue less cost of goods sold (excluding depreciation and amortization)	$	110,686		$	183,133		$	160,510		$	13,328		$	467,657		$	110,686		$	183,133		$	160,510		$	13,328		$	467,657
	8.5		%	32.0		%	61.3		%	99.8		%	21.7		%	8.5		%	32.0		%	61.3		%	99.8		%	21.7		%
Fuel gallons	561,692															561,692

Three months ended 10/31/2016	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,113,351		$	544,799		$	248,345		$	13,560		$	1,920,055
Revenue less cost of goods sold (excluding depreciation and amortization)	$	99,060		$	174,590		$	156,329		$	13,539		$	443,518
	8.9		%	32.0		%	62.9		%	99.8		%	23.1		%
Fuel gallons	531,216

Total revenue for the second quarter of fiscal ~~2018~~2019 increased by ~~$233,690 (12.2%~~$384,260 (17.8%) over the comparable period in fiscal ~~2017.~~2018. Retail fuel sales increased by ~~$192,895 (17.3%~~$315,622 (24.2%) as the average retail price per gallon increased ~~11.0%~~17.5% (amounting to a ~~$122,021~~$228,053 increase), and the number of gallons sold increased by ~~30,476~~32,058 (5.7%). During this same period, retail sales of grocery and other merchandise increased by ~~$27,352 (5.0%~~$46,099 (8.1%), ~~primarily due to a $16,024 increase from stores that were built or acquired after April 30, 2016,~~ and ~~an $6,881 increase from the expansion of our growth programs in our stores. Prepared~~prepared food and fountain sales increased by ~~$13,653 (5.5%~~$21,064 (8.0%), both primarily due ~~primarily~~ to operating 94 more stores than a ~~$8,297 increase resulting from stores that were built or acquired after April 30, 2016, and $4,170 increase from the expansion of our growth programs in our stores.~~year ago.

The other revenue category primarily consists of lottery, car wash, and prepaid phone cards, which are presented net of applicable costs. These revenues ~~decreased $210 (1.5%~~increased $1,475 (11.0%) for the second quarter of fiscal ~~2018.~~2019, primarily driven by two significant lottery awards in the quarter.

Revenue less cost of goods sold (excluding depreciation and amortization) was ~~21.7%~~20.1% of revenue for the second quarter of fiscal ~~2018,~~2019, compared to ~~23.1%~~21.7% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was ~~8.5%~~7.3% of fuel revenue during the second quarter of fiscal ~~2018~~2019 compared to ~~8.9%~~8.5% in the second quarter of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was ~~19.7~~20.0 cents in the second quarter of fiscal ~~2018~~2019 compared to ~~18.6~~19.7 cents in the prior year. Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was ~~32.0%~~32.4% of grocery and other merchandise revenue, ~~consistent with~~an improvement from 32.0% in the prior ~~year.~~year, due in part to a product mix shift to higher margin products in second quarter. Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) was ~~61.3%~~62.4% of revenue compared to ~~62.9%~~61.3% in the prior year, primarily due to strategic price increases ~~in both stales and input costs~~that helped improve margins compared to the same quarter ~~from last year.~~in the prior period.

Operating expenses increased ~~$27,660 (9.4%~~$21,237 (6.6%) in the second quarter of fiscal ~~2018~~2019 from the comparable period in the prior year, primarily due to operating 94 more stores than a ~~$9,964 increase from stores that were built or acquired after April 30, 2016, and a $5,733 increase due to the expansion of our growth programs in our stores. The~~year ago. Same store ~~level~~ operating expenses ~~for open stores not impacted by the recent operating programs~~excluding credit card fees were ~~up 3.7%~~down 0.1% for the quarter, ~~compared~~primarily related to ~~4.9% for~~ the ~~same quarter in fiscal 2017. The increase was lower in the current year, driven by an~~Company's increased focus on ~~controlling~~managing hours worked ~~and wage rate increases.~~at the stores.

Depreciation and amortization expense increased ~~11.3%~~13.3% to ~~$54,157~~$61,356 in the second quarter of fiscal ~~2018~~2019 from ~~$48,675~~$54,157 for the comparable period in the prior year. The increase was due primarily to capital expenditures ~~purchased~~ during the previous twelve months.

The effective tax rate ~~increased 80 basis points~~decreased to 26.5% in the second quarter of fiscal 2019 compared to 36.9% in the second quarter of fiscal ~~2018 compared to 36.1% in the second quarter of fiscal 2017.~~2018. The ~~increase~~decrease in the effective tax rate was primarily due to ~~a decrease~~the reduction in ~~favorable permanent differences.~~the federal corporate income tax rate from 35% to 21% resulting from the 2017 Tax Cuts and Jobs Act ("Tax Reform Act").

Net income ~~decreased~~increased by ~~$8,262 (14.4%~~$17,697 (36.2%) to ~~$48,918~~$66,615 from ~~$57,180~~$48,918 in the prior year. The ~~decrease~~increase in net income was primarily attributable to ~~a combination of increases~~gross profit dollar growth across all categories, slower growth in overall operating expenses mainly due to hours reductions at stores, and ~~depreciation, and higher~~a significantly lower tax ~~rates, offset by increases in fuel margin and gallons sold.~~rate as a result of the Tax Reform Act.

Six Months Ended October 31, ~~2017~~2018 Compared to

Six Months Ended October 31, ~~2016~~2017

(Dollars and Amounts in Thousands)


Six months ended 10/31/2018																Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue																$	3,269,285		$	1,263,050		$	564,065		$	30,037		$	5,126,437
Revenue less cost of goods sold (exclusive of depreciation and amortization)																$	242,132		$	409,119		$	350,859		$	29,979		$	1,032,089
																7.4		%	32.4		%	62.2		%	99.8		%	20.1		%
Fuel gallons																1,195,545

Six months ended 10/31/2017	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total			Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	2,527,231		$	1,169,565		$	523,838		$	26,850		$	4,247,484		$	2,527,231		$	1,169,565		$	523,838		$	26,850		$	4,247,484
Revenue less cost of goods sold (excluding depreciation and amortization)	$	219,898		$	373,497		$	324,155		$	26,804		$	944,354
Revenue less cost of goods sold (exclusive of depreciation and amortization)																$	219,898		$	373,497		$	324,155		$	26,804		$	944,354
	8.7		%	31.9		%	61.9		%	99.8		%	22.2		%	8.7		%	31.9		%	61.9		%	99.8		%	22.2		%
Fuel gallons	1,126,739															1,126,739

Six months ended 10/31/2016	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	2,260,395		$	1,110,973		$	492,001		$	26,765		$	3,890,134
Revenue less cost of goods sold (excluding depreciation and amortization)	$	203,489		$	353,717		$	309,381		$	26,726		$	893,313
	9.0		%	31.8		%	62.9		%	99.9		%	23.0		%
Fuel gallons	1,067,180

Total revenue for the first six months of fiscal ~~2018~~2019 increased by ~~$357,350 (9.2%~~$878,953 (20.7%) over the comparable period in fiscal ~~2017.~~2018. Retail fuel sales increased by ~~$266,836 (11.8%~~$742,054 (29.4%) as the average retail price per gallon increased ~~5.9%~~21.9% (amounting to a ~~$133,248~~$553,900 increase) while the number of gallons sold increased by ~~59,559 (5.6%~~68,806 (6.1%). During this same period, retail sales of grocery and other merchandise increased by ~~$58,592 (5.3%~~$93,485 (8.0%), ~~primarily due to a $32,360 increase from stores that were built or acquired after April 30, 2016,~~ and ~~a $13,531 increase from the expansion of our growth programs. Prepared~~prepared food and fountain sales ~~also~~ increased by ~~$31,837 (6.5%~~$40,227 (7.7%), both primarily due ~~primarily~~ to operating 94 more stores than a ~~$17,104 increase from stores that were built or acquired after April 30, 2016, and a $9,258 increase from the expansion of our growth programs.~~year ago.

The other revenue category primarily consists of lottery, car wash, and prepaid phone cards, which are presented net of applicable costs. These revenues increased ~~$85 (0.3%~~$3,187 (11.9%) through the second quarter of fiscal ~~2018.~~2019, primarily driven by multiple significant lottery awards in the current year.

Revenue less cost of goods sold (excluding depreciation and amortization) was ~~22.2%~~20.1% for the first six months of fiscal ~~2018,~~2019, compared to ~~23.0%~~22.2% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was ~~8.7%~~7.4% during the first six months of fiscal ~~2018~~2019 compared to ~~9.0%~~8.7% in the first six months of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was higher (at ~~19.5~~20.3 cents per gallon) in the first six months of fiscal ~~2018 with~~2019 than the comparable period in the prior year ~~(19.1~~(19.5 cents per gallon). Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased ~~slightly~~ (to ~~31.9%~~32.4%) from the comparable period in the prior year ~~(31.8%~~(31.9%)., due in part to a product mix shift to higher margin products in the current year. Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) was ~~lower~~higher (at ~~61.9%~~62.2%) than the comparable period in the prior year ~~(62.9%~~(61.9%), primarily due to strategic price increases ~~in both stales and input costs~~that helped improve margins compared to the same period ~~from last year.~~a year ago.

Operating expenses increased ~~$56,779 (9.7%~~$59,382 (9.2%) in the first six months of fiscal ~~2018~~2019 from the comparable period in the prior year primarily due to operating 94 more stores than a ~~$19,822 increase from stores that were built or acquired after April 30, 2016, and a $11,491 increase from the expansion of our growth programs in our stores. The~~year ago. Same store ~~level~~ operating expenses ~~for open stores not impacted by the recent operating programs~~excluding credit card fees were up ~~approximately 3.7%~~0.7% for the ~~first six months of fiscal 2018, compared~~year to ~~5.0% for~~date, primarily related to the ~~first six months of fiscal 2017. The increase was lower in the current year, driven by an~~Company's increased focus on ~~controlling~~managing hours worked ~~and wage rate increases.~~

at the stores.

Depreciation and amortization expense increased ~~12.7%~~12.8% to ~~$106,526~~$120,196 in the first six months of fiscal ~~2018~~2019 from ~~$94,530~~$106,526 for the comparable period in the prior year. The increase was due primarily to capital expenditures made during the previous twelve months.

The effective tax rate ~~increased 290 basis points~~decreased to ~~37.6%~~23.9% in the first six months of fiscal year ~~2018~~2019 compared to ~~34.7%~~37.6% in the comparable period of fiscal year ~~2017.~~2018. The ~~change~~decrease in the effective tax rate was ~~driven by an increase~~primarily due to the ~~Illinois~~reduction in the federal corporate income tax rate ~~enacted during the first quarter of fiscal year 2018 (130 basis points) and a decrease in excess tax benefits connected~~from 35% to ~~share-based awards (90 basis points). Of the 130 basis points impact~~21% resulting from the increase in the Illinois corporate income tax rate, approximately 110 basis points related to a one-time adjustment to the Company’s deferred tax assets and liabilities that was recorded in the first quarter of the current fiscal year.Tax Reform Act.

Net income ~~decreased~~increased by ~~$18,896 (15.2%~~$31,163 (29.5%) to ~~$105,676~~$136,839 from ~~$124,572~~$105,676 in the prior year. The ~~decrease~~increase in net income was primarily attributable to ~~a combination of increases~~gross profit dollar growth across all categories, slower growth in overall operating expenses mainly due to hours reductions at stores, and ~~depreciation, and higher~~a significantly lower tax ~~rates, offset by increases in fuel margin and gallons sold.~~rate as a result of the Tax Reform Act.

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, ~~2017~~2018 and ~~2016:~~2017:


	Three months ended			Six months ended			Three months ended			Six months ended
	October 31, 2017		October 31, 2016	October 31, 2017		October 31, 2016	October 31, 2018		October 31, 2017	October 31, 2018		October 31, 2017
Net income	$	48,918	57,180	$	105,676	124,572	$	66,615	48,918	$	136,839	105,676
Interest, net	12,976		10,075	24,351		20,615	14,191		12,976	28,597		24,351
Federal and state income taxes	28,657		32,299	63,605		66,179	23,973		28,657	42,879		63,605
Depreciation and amortization	54,157		48,675	106,526		94,530	61,356		54,157	120,196		106,526
EBITDA	$	144,708	148,229	$	300,158	305,896	$	166,135	144,708	$	328,511	300,158
Loss on disposal of assets and impairment charges	951		596	1,091		294	785		951	1,130		1,091
Adjusted EBITDA	$	145,659	148,825	$	301,249	306,190	$	166,920	145,659	$	329,641	301,249

For the three months ended October 31, ~~2017,~~2018, EBITDA and adjusted EBITDA ~~were down 2.4%~~increased 14.8% and ~~2.1%~~14.6%, respectively, when compared to the same period a year ago. The ~~decrease~~result is primarily due to lower operating expense growth, improved inside margins, and operating 94 more stores than a ~~combination of increases in operating expenses offset by increases in fuel margin and gallons sold.~~year ago. For the six months ended October 31, ~~2017,~~2018, EBITDA and adjusted EBITDA ~~were down 1.9%~~increased 9.4% and ~~1.6%~~ 9.4%, respectively, when compared to the same period a year ago. ~~The decrease~~That is primarily due to ~~a combination of increases in operating expenses offset by increases in~~an improved fuel margin, lower operating expense growth, improved inside margins, and ~~gallons sold.~~operating 94 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, ~~2017,~~2018, and such discussion is incorporated herein by reference. There have been no changes to these policies in the six months ended October 31, ~~2017.~~2018, other than those described in note 2 to the financial statements.

Liquidity and Capital Resources (Dollars in Thousands)

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, ~~2017,~~2018, the Company’s ratio of current assets to current liabilities was ~~1.23~~0.81 to 1. The ratio at October 31, ~~2016~~2017 and April 30, ~~2017~~2018 was ~~1.1~~1.23 to 1 and ~~0.79~~0.78 to 1, respectively. Management believes that the Company’s current aggregate ~~$100,000~~ $150,000

bank line of credit, together 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 ~~$1,479 (0.6%~~$62,726 (26.0%) in the six months ended October 31, ~~2017~~2018 from the comparable period in the prior ~~year.~~year, due primarily to reductions in income taxes receivable and smaller increases in inventory from prior period. Cash used in investing in the six months ended October 31, ~~2017 increased $61,809 (29.8%~~2018 decreased $71,437 (26.5%) over prior year, ~~due to increases~~ in ~~new store construction and acquisition activity.~~line with the expected decline in capital expeditures. Cash ~~provided by~~used in financing increased ~~$166,600 (239.4%~~$344,423 (145.8%), primarily ~~due to receipt~~reflecting proceeds from issuance of ~~funds from financing through a senior note offering completed~~long-term debt in the ~~first quarter,~~prior year that did not reoccur in the current year, offset by ~~the repurchase of common stock.~~reductions in share buyback activity.

Capital expenditures 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 ~~2018,~~2019, the Company expended ~~$271,578~~$200,999 primarily for property and equipment, resulting from the construction, remodeling, and acquisition of stores, compared to ~~$209,198~~$271,578 for the comparable period in the prior year. The Company ~~anticipates expending between $500,000 and $600,000~~has budgeted $466 million in fiscal ~~2018~~2019 for construction, acquisition and remodeling of stores, sourced primarily from existing cash, funds generated by operations, and the ~~recent~~prior year issuance of senior notes.

As of October 31, ~~2017,~~2018, the Company had long-term debt (net of related debt issuance costs) of ~~$1,299,626,~~$1,283,992, (net of current maturities of ~~$15,434)~~$15,384), consisting of $569,000 in principal amount of 5.22% Senior Notes, $150,000 in principal amount of 3.67% Senior Notes, Series A, $50,000 in principal amount of 3.75% Senior Notes Series B, ~~$22,500~~$7,500 in principal amount of 5.72% Senior Notes, Series A and 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, and ~~$8,336~~$7,663 of capital lease obligations. The Company also has an aggregate ~~$100,000~~$150,000 line of credit with $0 outstanding at October 31, ~~2017.~~2018.

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 bank line of credit, and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity.

Cautionary Statements (Dollars in Thousands)

This Form 10-Q, including the foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company’s expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross profit percentages, (ii) any statements regarding the continuation of historical trends and (iii) any statements regarding the sufficiency of the Company’s cash balances and cash generated from operations and financing activities for the Company’s future liquidity and capital resource needs. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used to identify forward-looking statements. 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 limitations, the following factors described more completely in the Form 10-K for the fiscal year ended April 30, ~~2017:~~2018:

Competition. The Company’s business is highly competitive, and marked by ease of entry and constant change in terms of the numbers and type of retailers offering the products and services found in stores. Many of the food (including prepared foods) and non-food items similar or identical to those sold by the Company are generally available from a variety of competitors in the communities served by stores, and the Company competes with other convenience store chains, gasoline stations, supermarkets, drug stores, discount stores, club stores, mass merchants and “fast-food” outlets (with respect to the sale of prepared foods). Sales of such non-fuel items (particularly prepared food items) have contributed substantially to the Company’s gross profits from retail sales in recent years. Fuel sales are also intensely competitive. The Company competes with both independent and national brand gasoline stations in the sale of fuel, other convenience store chains and several non-traditional fuel retailers such as supermarkets in specific markets. Some of these other fuel retailers may have access to more favorable arrangements for fuel supply then do the Company or the firms that supply its stores. Some of the Company’s

competitors have greater financial, marketing and other resources than the Company, and, as a result, may be able to respond better to changes in the economy and new opportunities within the industry.

Fuel operations. Fuel sales are an important part of the Company’s sales and earnings, and retail fuel profit margins have a substantial impact on the Company’s net earnings. Profit margins on fuel sales can be adversely affected by factors beyond

the control of the Company, including the supply of fuel available in the retail fuel market, uncertainty or volatility in the wholesale fuel market, increases in wholesale fuel costs generally during a period, and price competition from other fuel marketers. The market for crude oil and domestic wholesale petroleum products is marked by significant volatility, and is affected by general political conditions and instability in oil producing regions such as the Middle East and South America. The volatility of the wholesale fuel market makes it extremely difficult to predict the impact of future wholesale cost fluctuation on the Company’s operating results and financial conditions. These factors could materially impact the Company’s fuel gallon volume, fuel gross profit, and overall customer traffic levels at stores. Any substantial decrease in profit margins on fuel sales or in the number of gallons sold by stores could have a material adverse effect on the Company’s earnings.

Fuel is purchased from a variety of independent national and regional petroleum distributors at current daily prices at the rack in which the fuel is loaded onto tanker trucks. While annual purchase agreements exist with a few distributors, those agreements primarily specify purchasing volumes that must be maintained to be eligible for certain discounts. Although in recent years suppliers have not experienced difficulties in obtaining sufficient amounts of fuel to meet the Company’s needs, unanticipated national and international events, such as threatened or actual acts of war or terrorism, natural disasters, and instability in oil producing regions could result in a reduction of fuel supplies available for distribution. Any substantial curtailment in the availability of fuel could adversely affect the Company by reducing its fuel sales. Further, management believes that a significant amount of the Company’s business results from the patronage of customers primarily desiring to purchase fuel and, accordingly, reduced fuel supplies could adversely affect the sale of non-fuel items. Such factors could have a material adverse impact upon the Company’s earnings and operations.

Tobacco Products. Sales of tobacco products, including vapor products and e-cigarettes, represent a significant portion of the Company’s grocery and other merchandise category. Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as national and local campaigns to further regulate and discourage smoking and the use of other tobacco products in the United States, have had, and are expected to continue having, an adverse effect on the demand for cigarettes and other tobacco products sold in our stores. Also, increasing regulations related to, and restricting the sale of, vapor products and e-cigarettes, may offset some of the recent gains we have experienced from selling these types of products. The Company attempts to pass price increases through to its customers, but competitive pressures in specific markets may prevent it from doing so. These factors could materially impact the product mix of tobacco products, the retail price and margins of cigarettes and other tobacco products, the volume of cigarettes and other tobacco products sold by stores and overall customer traffic, ~~and~~any of which may have a material adverse impact on the grocery and other merchandise category and the Company’s earnings and profits.

Environmental Compliance Costs. The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required gasoline inventory recordkeeping. Since 1984, new Company stores have been equipped with non-corroding fiberglass USTs, including many with double-wall construction, over-fill protection and electronic tank monitoring. The Company currently has ~~4,544~~4,748 USTs, of which ~~3,638~~3,864 are fiberglass and ~~906~~884 are steel. Management believes that its existing fuel procedures and planned capital expenditures will continue to keep the Company in substantial compliance with all current federal and state UST regulations.

Several of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners, including the Company. In the years ended April 30, ~~2017~~2018 and ~~2016,~~2017, the Company spent approximately ~~$1,323~~$1,255 and ~~$1,621,~~$1,323, respectively, for assessments and remediation. During the six months ended October 31, ~~2017,~~2018, the Company expended approximately ~~$703~~$476 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of October 31, ~~2017,~~2018, approximately ~~$21,527~~$22,423 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for non-compliance with upgrade provisions or other applicable laws. No amounts are currently expected to be repaid. The Company has an accrued liability at October 31, ~~2017~~2018 of approximately ~~$270~~$275 for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties.

Although the Company regularly accrues expenses for the estimated costs related to its future corrective action or remediation efforts, there can be no assurance that such accrued amounts will be sufficient to pay such costs, or that the Company has identified all environmental liabilities at all of its current store locations. In addition, there can be no assurance

that the Company will not incur substantial expenditures in the future for remediation of contamination or related claims that

have not been discovered or asserted with respect to existing store locations or locations that the Company may acquire in the future, or that the Company will not be subject to any claims for reimbursement of funds disbursed to the Company under the various state programs or that additional regulations, or amendments to existing regulations, will not require additional expenditures beyond those presently anticipated.

Other Factors. Other factors and risks that may cause actual results to differ materially from those in the forward-looking statements include the risk that our cash balances and cash generated from operations and financing activities will not be sufficient for our future liquidity and capital resource needs, tax increases, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, and weather conditions; the increased indebtedness that the Company has incurred to purchase shares of our common stock in our self-tender offer; and the other risks and uncertainties included from time to time in our filings with the SEC. 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.

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, ~~2017~~2018 would have no material effect on pretax earnings.

We do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

Item 4. 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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item is set forth in Note 76 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~~

Except for the update set forth below, there have been no material changes in our ~~"risk factors"~~“risk factors” from those previously disclosed in our ~~2017~~2018 Annual Report on Form 10-K.

We may experience increased costs, disruptions or other difficulties with the implementation, operation and functionality of our new enterprise resource planning system.

We are engaged in a phased implementation of a new enterprise resource planning (ERP) system, which will replace or enhance certain internal financial, operating, and other systems that are critical to our business operations. The first phase of implementation was completed in November 2018. The implementation, operation, and proper functionality of the ERP system has and will continue to require a significant investment of human, technological, and financial resources. While we have invested, and continue to invest, significant resources in planning, project management, consulting, and training, it is possible that significant implementation, operational, and functionality issues may arise during the course of implementing and utilizing the ERP system, and it is further possible that we may experience significant delays, increased costs, and other difficulties that are not presently contemplated. Any significant disruptions, delays, deficiencies, or errors in the design, implementation, and utilization of the ERP system could adversely affect our operations, prevent us from accurately and timely reporting our financial results, and negatively impact our business, results of operations and financial condition. Additionally, if we do not effectively implement and utilize the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.

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, ~~2017:~~2018:

Period Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Second Quarter:
August 1-August 31, 2017 213,927
106.46
213,927
149,972,540
September 1-September 30, 2017 157,360
108.01
157,360
132,975,889
October 1-October 31, 2017 138,906
$ 111.85
138,906
$ 117,438,690
Total 510,193
$ 108.41
510,193
$ 117,438,690



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Second Quarter:
August 1-August 31, 2018	—	$	—	—	300,000,000
September 1-September 30, 2018	—	$	—	—	300,000,000
October 1-October 31, 2018	—	$	—	—	300,000,000
Total	—	$	—	—	300,000,000

On March 6, 2017, the Company announced a share repurchase program, wherein the Company is authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The share repurchase authorization iswas valid for a period of two years. The repurchase was completed in May 2018. In March 2018, the Company announced a second share repurchase program again with an aggregate of $300 million of repurchase, also valid for two years. No stock was repurchased in the quarter related to that authorization. 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.

Item 6. Exhibits.



Exhibit No.	Description
~~3.1* #~~3.1	Second Restatement of the Restated and Amended Articles of Incorporation, as amended September 5, 2018 (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed September 10, 2018)
~~3.2a* #~~3.2a	~~Third~~Fourth Amended and Restated Bylaws,
~~4.12~~	~~Note Purchase Agreement dated~~ as ~~of June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes~~amended September 5, 2018 (incorporated by reference ~~from the Current Report on Forms 8-K~~to Exhibit 3.2a to Form 10-Q as filed ~~June 15, 2017 and August 25, 2017)~~September 10, 2018)
31.1*	Certification of Terry W. Handley under Section 302 of the Sarbanes Oxley Act of 2002
31.2*	Certification of William J. Walljasper under Section 302 of the Sarbanes Oxley Act of 2002
32.1*	Certification of Terry W. Handley under Section 906 of Sarbanes-Oxley Act of 2002
32.2*	Certification of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101. DEF	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith

~~# The Articles and Bylaws were restated and/or amended, as applicable, solely to consolidate the originals and amendments into a single document; no substantive or other changes were made.~~

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 ~~11, 2017~~10, 2018	By:	/s/ William J. Walljasper
		William J. Walljasper
	Its:	Senior Vice President and Chief Financial Officer
		(Authorized Officer and Principal Financial and Accounting Officer)



Date of Grant	Type of Grant	Shares Granted	Recipients	Vesting Date	Fair Value at Grant Date

June 6, 2014	Restricted Stock Units	91,000	Officers & Key employees	June 6, 2017	$6,584
June 6, 2014	Restricted Stock	30,538	Officers & Key employees	Immediate (Annual performance goal)	$2,209
September 19, 2014	Restricted Stock	13,955	Non-employee board members	Immediate	$990
June 5, 2015	Restricted Stock Units	104,200	Officers & Key employees	June 5, 2018	$9,135
June 5, 2015	Restricted Stock	48,913	Officers & Key employees	Immediate (Annual performance goal)	$4,288
September 18, 2015	Restricted Stock	7,748	Non-employee board members	Immediate	$856
April 12, 2016	Restricted Stock	10,000	CEO	2,000 Shares each May 1st from 2017-2021	$1,060
June 3, 2016	Restricted Stock Units	111,150	Officers & Key employees	June 3, 2019	$13,849
June 3, 2016	Restricted Stock	40,996	Officers & Key employees	Immediate (Annual performance goal)	$5,108
September 16, 2016	Restricted Stock	8,941	Non-employee board members	Immediate	$1,064
June 1, 2017	Restricted Stock Units	63,699	Key Employees	June 15, 2020	$7,388
July 14, 2017	Restricted Stock Units ***	61,126	Officers	June 15, 2020	$6,912
September 15, 2017	Restricted Stock	8,344	Non-employee board members	Immediate	$920



Assets Acquired:
Inventories & other assets	$	1,028
Land, property and equipment	17,240
Total Assets	18,268
Liabilities Assumed:
Accrued expenses	—
Net tangible assets acquired, net of cash	18,268

Goodwill and other intangible assets	4,513
Total consideration paid, net of cash acquired	$	22,781