BJ`s Wholesale Club (BJ)

Risks

• Our business may be affected by issues that affect consumer spending.
• We depend on having a large and loyal membership, and any harm to our relationship with our members could have a material adverse effect on our business, net sales and results of operations.
• Our business plan and operating results depend on our ability to procure the merchandise we sell at the best possible prices.
• We depend on vendors to supply us with quality merchandise at the right time and at the right price.
• Competition may adversely affect our profitability.
• Changes in laws related to the Supplemental Nutrition Assistance Program ("SNAP"), to the governmental administration of SNAP or to SNAP’s EBT systems could adversely impact our results of operations.
• Natural disasters and other incidents beyond our control could negatively affect our business, financial condition and results of operations.
• Disruptions in our merchandise distribution, including disruption through a third-party perishables consolidator, could adversely affect sales and member satisfaction.
• We may not timely identify or respond effectively to consumer trends, which could negatively affect our relationship with our members, the demand for our products and services and our market share.
• We are subject to payment-related risks, including risks to the security of payment card information.
• We rely extensively on information technology to process transactions, compile results and manage our businesses. Failure or disruption of our primary and back-up systems could adversely affect our businesses.
• Union attempts to organize our team members could disrupt our business.
• Our comparable club sales and quarterly operating results may fluctuate significantly.
• Changes in our product mix or in our revenues from gasoline sales could negatively impact our revenue and results of operations.
• Product recalls could adversely affect our sales and results of operations.
• If we do not successfully maintain a relevant omnichannel experience for our members, our results of operations could be adversely impacted.
• We depend on the financial performance of our operations in the New York metropolitan area.
• Our growth strategy to open new clubs involves risks.
• Because we compete to a substantial degree on price, changes affecting the market prices of the goods we sell could adversely affect our net sales and operating profit.
• Any harm to the reputation of our private label brands could have a material adverse effect on our results of operations.
• We may not be able to protect our intellectual property adequately, which, in turn, could harm the value of our brand and adversely affect our business.
• Our business is moderately seasonal and weak performance during one of our historically strong seasonal periods could have a material adverse effect on our operating results for the entire fiscal year.
• Implementation of technology initiatives could disrupt our operations in the near term and fail to provide the anticipated benefits.
• Inventory shrinkage could have a material adverse effect on our business, financial condition and results of operations.
• We are subject to risks associated with leasing substantial amounts of space.
• Non-compliance with privacy and information security laws, especially as it relates to maintaining the security of member-related personal information, may damage our business and reputation with members, or result in our incurring substantial additional costs and becoming subject to litigation.
• Federal, state, regional and local laws and regulations relating to the cleanup, investigation, use, storage, discharge and disposal of hazardous materials, hazardous and non-hazardous wastes and other environmental matters could adversely impact our business, financial condition and results of operations.
• Our e-commerce business faces distinct risks, and our failure to successfully manage it could have a negative impact on our profitability.
• We are subject to a number of risks because we import some of our merchandise.
• Because of our international sourcing, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery and anti-kickback laws.
• Factors associated with climate change could adversely affect our business.
• Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations.
• Goodwill and identifiable intangible assets represent a significant portion of our total assets, and any impairment of these assets could adversely affect our results of operations.
• We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.
• We face risks related to our indebtedness.
• The ABL Facility and First Lien Term Loan impose significant operating and financial restrictions on us and our subsidiaries that may prevent us from pursuing certain business opportunities and restrict our ability to operate our business.
• We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which could have a material adverse effect on our business, financial condition and results of operations.
• The discontinuation of LIBOR and the replacement of LIBOR with an alternative reference rate may adversely affect our borrowing costs and could impact our business and results of operations.
• The market price of our common stock may fluctuate significantly.
• Our ability to raise capital in the future may be limited.
• We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.
• If securities or industry analysts do not publish or cease publishing research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.
• Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders, and may prevent attempts by our shareholders to replace or remove our current management.
• We are exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act.
• We do not currently expect to pay any cash dividends.
• Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.
• Our success depends on our ability to attract and retain a qualified management team and other team members while controlling our labor costs.
• Insurance claims could adversely impact our results of operations.
• Certain legal proceedings could adversely impact our results of operations.
• We could be subject to additional income tax liabilities.