Slide 1: Schedule 14A - Casey's General Stores, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Pre
Slide 2: Delivering Value Now and Into the Future
On September 7, 2010, Casey’s General Stores, Inc. made the following investor presentation: Delivering Value Now and Into the Future September 2010
Slide 3: Forward-Looking Statements
Forward-Looking Statements This communication 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 our expectations or beliefs conc
Slide 4: Summary
Delivering Value Now and Into the Future Summary Casey’s is an industry-leading retailer with a history of consistent sector outperformance and shareholder value creation Casey’s has a bright future driven by significant growth opportunities and disciplined gross profit expansion Our recently comple
Slide 5: Agenda
Agenda Strong and Consistent Track Record of Delivering Value Casey’s Business and Strategy The Platform for Future Growth Couche-Tard’s Inadequate Offer and Attempt to Replace Casey’s Board Conclusion Appendix: Additional Information
Slide 6: Strong and Consistent Track Record of Delivering Value
Strong and Consistent Track Record of Delivering Value
Slide 7: Strong and Consistent Track Record of Delivering Value
Strong and Consistent Track Record of Delivering Value Track Record of Delivering Results Outlook The Recapitalization and Its Impact on Casey’s Couche-Tard’s Offer is Inadequate Opportunistic and Not in the Best Interests of Casey’s and Its Shareholders
Slide 8: Long Track Record of Strong Top Line Results
Track Record of Delivering Results Casey’s Long Track Record of Strong Top Line Results Revenue Profile – Inside Sales (2001-2010) ($ in millions) $673 $788 $851 $871 $928 $1,014 $1,143 $1273 $1367 $1460 % Growth: +89% +170% +80% +24% +66% +92% +128% +113% +74% +68% 2001 2002 2003 2004 2005 2006 200
Slide 9: Inside Same Store Sales Outperformance
Track Record of Delivering Results…and Inside Same Store Sales Outperformance… Inside Same Store Sales Growth (2006-2010) 60% 60% 79% 67% 35% 2006 2007 2008 2009 2010 Inside Same Store Sales Growth (Past 10 Quarters) 54% 64% 60% 69% 78% 65% 23% 17% 37% 21% Q4'08 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q
Slide 10: Consistent Superior Shareholder Returns
Track Record of Delivering Results …Has Driven Consistent Superior Shareholder Returns EPS Growth (2001-2010) $076 $058 $080 $073 $073 $119 $122 $167 $168 $229 % Growth: -26% -237% +379% -87% 00% +630% +25% +369% +06% +363% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 EPS ($ per share) Cumulati
Slide 11: Stock Has Historically Outperformed Peers and the S&P 500
Track Record of Delivering Results Casey’s Stock Has Historically Outperformed Peers and the S&P 500 Casey’s Outperformance Prior to Couche-Tard’s Public Offer (Last 3 Years) Indexed Stock Price 140% 120% 100% 80% 60% 40% 20% Apr-2007 Oct-2007 Apr-2008 Oct- 2008 Apr-2009 Oct-2009 Apr-2010 Daily from
Slide 12: Strategic Roadmap for Achieving Continued Growth
Outlook Strategic Roadmap for Achieving Continued Growth Maintain leadership position in the smaller towns we serve as the destination location for general store and convenience store needs Implement new store design features in our store base capitalizing on high-margin high-turning categories Incr
Slide 13: Casey's Projected Growth Throughout 2011
Outlook Casey’s Projected Growth Throughout 2011 FY2011 Performance Goals Same-store sales growth goals: Gasoline gallons: 1% Grocery and other merchandise: 6% Prepared food and fountain: 8% Margin goals Gasoline margin per gallon: 135¢ Grocery and other merchandise: 339% Prepared food and fountain:
Slide 14: Overview of Highly Accretive Recapitalization
The Recapitalization and Its Impact on Casey’s Overview of Casey’s Highly Accretive Recapitalization The Board believes that Casey’s stock is meaningfully undervalued at recent trading levels and decided to pursue a significant recapitalization of Casey’s Casey’s repurchased approximately 132 millio
Slide 15: Recap Has Been Well-Received By the Market
The Recapitalization and Its Impact on Casey’s Casey’s Recap Has Been Well-Received By the Market Research Analyst Commentary Long-term investors should be pleased with greater ownership in what we view as an attractively valued company which will see upward EPS revisions and ROE following the recap
Slide 16: Upward Price Target Revisions
The Recapitalization and Its Impact on Casey’s …Triggering Upward Price Target Revisions Equity Analyst Price Targets Couche-Tard’s Offer Price $38.50 BofA Merrill Lynch $33.00 $39.00 BMO Capital Markets $30.00 $39.00 Morgan Keegan $44.00 RBC Capital Markets $36.00 $42.00 $44.00 Feltl and Company $2
Slide 17: Growth Plan and Financing Will Deliver Significant Returns
The Recapitalization and Its Impact on Casey’s Casey’s Growth Plan and Advantageous Financing Will Deliver Significant Returns FY2011 EPS Estimates % Total Change + 20.8% $2.26 $2.48 $2.73 Street Consensus 8-Apr-2010 (1) Street Consensus Pre-Recap Updated Estimates Post-Recap (2) FY2011PF EPS Estima
Slide 18: EPS Performance Over Time
The Recapitalization and Its Impact on Casey’s Casey’s Growth Plan and Advantageous Financing Will Deliver Significant Returns EPS Performance Over Time 18% 2 Year EPS CAGR $2.29 $2.73 $3.21 FY10 FY11 Updated Estimates Post-Recap (1) FY12 Updated Estimates Post-Recap (2) Source: IBES Casey’s press r
Slide 19: Couche-Tard's Offer is Inadequate, Opportunistic
Couche-Tard’s Offer is Inadequate Opportunistic and Not in the Best Interests of Casey’s and Its Shareholders Casey’s Board underwent a thorough review of Couche-Tard’s initial and revised offers Experienced Board with 7 of 8 independent directors Conducted in consultation with Casey’s financial adv
Slide 20: Casey's Business and Strategy - The Platform for Future Growth
2 Casey’s Business and Strategy – The Platform for Future Growth
Slide 21: Overview of Casey's Business and Strategy
Overview of Casey’s Business and Strategy Best in Class Retailer with Industry Leading Margins Differentiated Business Model Consistent Track Record of Strong Profits and Same Store Sales Growth Significant Growth Potential Strong Balance Sheet Substantial Real Estate Ownership Highly Experienced Ma
Slide 22: Best-in-Class Retailer with Industry Leading Margins
Best-in-Class Retailer with Industry Leading Margins LTM Non-Fuel Gross Margin LTM EBITDA Margin 41.8% 37.5% 33.7% 33.2% Casey’s Susser The Pantry Couche-Tard 5.7% 4.1% 3.4% 2.8% Casey’s Couche-Tard The Pantry Susser Source: Public filings Note: For Caseys LTM period as of 31 Jul 10 For Couche-Tard
Slide 23: Industry Leading Proprietary Prepared Food Program
Industry Leading Proprietary Prepared Food Program Considered an industry leader for its proprietary food program; 8.3% same store sales growth over past five fiscal years Reinforces customer loyalty Continuously introducing new products Casey’s has a proven ability to effectively implement price in
Slide 24: Differentiated Business Model Focuses on Smaller Communities
Casey’s Differentiated Business Model Focuses on Smaller Communities Approximately 61% of stores located in towns with populations of fewer than 5,000 Customer-oriented merchandising approach and food service offerings drive repeat traffic Strong brand awareness in core communities Casey’s thrives o
Slide 25: Strategically Complementary Self-Distribution Model
Strategically Complementary Self-Distribution Model Owns distribution center and corporate headquarters in Ankeny Iowa Company-owned delivery trucks supply stores weekly All stores within highly efficient radius of ~500 miles One of few convenience operators to self- distribute Able to deal directly
Slide 26: Industry Leading Inside Same Store Sales Growth
Industry Leading Inside Same Store Sales Growth Inside Same Store Sales 7.4% 4.9% Q1'06 4.5% 3.4% Q2'06 6.3% 5.5% Q3'06 5.0% 5.0% Q4'06 5.1% 3.8% Q1'07 5.8% 4.5% Q2'07 7.9% 3.4% Q3'07 7.6% 3.7% Q4'07 9.2% 3.9% Q1'08 11.0% 5.0% Q2'08 6.1% 5.0% Q3'08 5.4% 1.6% Q4'08 6.4% 2.0% Q1'09 6.0% 1.1% Q2'09 6.9
Slide 27: Consistent Track Record of Strong Profitability and Growth
Consistent Track Record of Strong Profitability Sales and Growth ($ in mm) Gross Profit and Margin ($ in mm) EBITDA and EBITDA Margin ($ in mm) Total Gallons Sold (in mm): 1,094 1,194 1,219 1,242 1,283 Inside Sales Total Sales $3,492 $1,014 2006A $4,025 $1,143 2007A $4,843 $1,273 2008A $4,691 $1,367
Slide 28: Opportunity to Expand Through Acquisitions and New Stores
Significant Opportunity to Expand Business and Footprint Through Strategic Acquisitions and New Store Operations Plan to continue growth strategy with new store construction and acquisitions financed through cash flow from operations Publicly stated FY2011 goal of 4-6% store growth Disciplined appro
Slide 29: Store Investment Plan Drives Organic Growth
Store Investment Plan Drives Organic Growth New store design program based on increasing returns on investment Larger store design capitalizes on high-margin high-turning categories Expanded food preparation space and prepared food offerings (cooler capacity coffee and fountain offerings made to ord
Slide 30: New Store Design Features
New Store Design Features New Store Interior Expanded Coffee Bar Made-to-Order Sub Sandwiches
Slide 31: Strong Balance Sheet
Strong Balance Sheet… Focused on maintaining strong balance sheet to provide operational and strategic flexibility Significant pro forma cash balance of $208.2mm Modest rent expense – $0.4mm in FY2010A – does not meaningfully increase leverage on an adjusted basis Debt / EBITDA (2001-2010) 1.8x 1.8x
Slide 32: Lowest Adjusted Debt / LTM EBITDAR in the C-Store Sector
with the Lowest Adjusted Debt / LTM EBITDAR Level in the C-Store Sector LTM Debt / EBITDA 5.1x 4.0x 2.5x 0.9x The Pantry Susser PF Casey's Couche-Tard Rating: B+ / B2 B+ / B2 NA / NA BB+ / Ba1 Adjusted Debt / LTM EBITDAR (1) 5.8x 5.1x 2.7x 2.5x The Pantry Susser Couche-Tard PF Casey's Rating: B+ / B
Slide 33: Substantial Real Estate Ownership
Substantial Real Estate Ownership 97 37 10 104 437 377 65 110 296 Coming soon 1,533 Stores Operates 1,533 stores Owns the land and buildings at ~98% of its store locations Land owned at 1,497 store locations Buildings owned at 1,505 store locations Source: Public filings Note: Casey’s store count as
Slide 34: Highly Experienced Management Team
Highly Experienced Management Team Name Position Years with Casey’s Robert J. Myers President & CEO 21 Terry W. Handley Senior VP & COO 29 William J. Walljasper Senior VP & CFO 20 Sam J. Billmeyer Senior VP – Logistics & Acquisitions 19 Julia L. Jackowski Senior VP – Corporate General Counsel & Huma
Slide 35: Couche-Tard's Inadequate Offer and Attempt to Replace Casey's Board
3. Couche-Tard’s Inadequate Offer and Attempt to Replace Casey’s Board
Slide 36: Timeline of Couche-Tard's Unsolicited Proposal
Timeline of Couche-Tard’s Unsolicited Proposal March 9, 2010 – Casey’s received a private unsolicited proposal from Couche-Tard to acquire the Company for $36.00 per share in cash March 29, 2010 – The proposal was unanimously rejected by the Company’s Board of Directors April 9, 2010 – Couche-Tard m
Slide 37: Couche-Tard's Offer is Inadequate and Opportunistic
Couche-Tard’s Offer is Inadequate and Opportunistic Substantially undervalues Casey’s Industry-leading positive same store sales growth and stock price performance Significant opportunities to further expand business/geographic footprint Significant margin expansion potential New store design and re
Slide 38: Couche-Tard's Offer is Inadequate and Opportunistic (Cont'd)
Couche-Tard’s Offer is Inadequate and Opportunistic (Cont’d) Highly conditional Tender offer is subject to multiple conditions, including a condition related to market volatility Couche-Tard recently added as a condition the elimination of the change of control premium in the debt issued in connecti
Slide 39: Offer Does Not Reflect Recent Sector Performance
Couche-Tard’s Offer Does Not Reflect Recent Sector Performance Price Performance Since Couche-Tard Bid Couche-Tard initial bid: $36.00 14.0% premium to undisturbed Couche-Tard revised bid: $36.75 16.3% premium to undisturbed Couche-Tard revised bid: $38.50 21.9% premium to undisturbed Indexed Price
Slide 40: Offer Low Relative to Precedent Transactions and Trading Multiples
Couche-Tard’s Offer Is Low Relative to Precedent Transactions and Historical Trading Multiples Premium vs. Precedent Transactions LTM EBITDA Multiple vs. Historical Trading Multiple (Contains No Control Premium) 2% 22% 31% 66% 7.1x 7.6x Couche-Tard’s Offer Premium to Casey’s Average Price Since Expi
Slide 41: Perspectives on Couche-Tard's Offer
Perspectives on Couche-Tard’s Inadequate and Opportunistic Offer Research Analysts “[Couche-Tard has] done good deals at very low prices…Maybe they have that in the back of their mind that they've been able to do it before…I don't think $38.50 is going to do it… Most of the short-term shareholders a
Slide 42: Conclusion
4. Conclusion
Slide 43: Delivering Value Now and Into The Future
Casey’s - Delivering Value Now and Into The Future Casey’s has a strong and consistent track record of delivering value to shareholders Casey’s strategic roadmap will generate significant top-line growth and enhance profitability The highly-accretive recapitalization plan is expected to further enha
Slide 44: Appendix: Additional Information
Appendix: Additional Information
Slide 45: Casey's Overview
Casey’s Overview Casey’s General Stores is the 4th largest independent convenience store operator in North America 1,533 Company – owned stores in 9 Midwest states, primarily Iowa, Missouri, and Illinois LTM sales of $4.8bn and EBITDA of $273mm Approximately 61% of all Casey’s General Stores are loc
Slide 46: Gasoline Category
Gasoline Category ($ in millions, except gallons sold and margin per gallon amounts) Gasoline available at all stores on a self-service basis and generally sold under the Casey’s name Each store typically includes 4 to 8 islands of gasoline dispensers Movements in wholesale petroleum costs create vo
Slide 47: Grocery and Other Merchandise Category
Grocery and Other Merchandise Category ($ in millions) Products offered include tobacco, ice, beer, soda, sports and energy drinks, salty snacks, candy, dairy, health and beauty aids, school supplies, housewares, pet supplies, photo supplies, automotive products From FY2006- FY2010, sales grew at a
Slide 48: Prepared Food & Fountain Category
Prepared Food & Fountain Category ($ in millions) Anchored by a proprietary food service program with made-from-scratch pizza and donuts, complemented by a coffee program, fountain drinks, sandwiches and other snacks Pizza is the most popular item offered, complemented by sub-sandwich program Contin
Slide 49: Historic Sales and Gross Profit by Category
Historic Sales and Gross Profit by Category ($ in millions) Sales by Category $3,492 $4,025 $4,843 $4,691 $4,637 $18 $23 $25 $21 $20 $229 $267 $302 $336 $366 $767 $853 $946 $1,010 $1,074 $2,479 $2,882 $3,570 $3,324 $3,177 2006A 2007A 2008A 2009A 2010A Gross Profit by Category $526 $583 $688 $724 $79
Slide 50: Disclosure
Disclosure Investors and security holders are urged to read the solicitation/recommendation statement with respect to the tender offer and, when they become available, any other relevant documents filed with the SEC, because they contain important information. Investors and security holders may obta
Slide 51: Important Information
Important Information In response to the tender offer commenced by Alimentation Couche-Tard Inc. (“Couche-Tard”) referred to in this communication, Casey’s General Stores, Inc. (“Casey’s”) has filed a solicitation/recommendation statement with the Securities and Exchange Commission (the “SEC”). Inve