CASEYS GENERAL STORES INC – 10-Q – Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).

Overview

Casey's General Stores, Inc. ("Casey's") and its wholly-owned subsidiaries (Casey's, together with its subsidiaries, are referred to herein as the "Company") operate convenience stores under the name "Casey's General Store" and "Just Diesel" (hereinafter collectively referred to as "Casey's Store" or "Stores") in eleven Midwestern states, primarily Iowa, Missouri and Illinois. On October 31, 2011, there were a total of 1,677 Casey's Stores in operation. All stores offer gasoline for sale on a self-serve basis and 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 gasoline and the products offered in its stores.

Approximately 59% of all Casey's Stores are located in areas with populations of fewer than 5,000 persons, while approximately 16% of all stores are located in communities with populations exceeding 20,000 persons. The Company operates a central warehouse, the Casey's Distribution Center, adjacent to its Corporate Headquarters facility in Ankeny, Iowa, through which it supplies grocery and general

                                           13  

--------------------------------------------------------------------------------

Table of Contents

merchandise items to stores. At October 31, 2011, the Company owned the land at 1,655 locations and the buildings at 1,663 locations, and leased the land at 22 locations and the buildings at 14 locations.

The Company reported basic earnings per common share of $0.99 for the second quarter of fiscal 2012. For the same quarter a year-ago, basic earnings per common share were $0.51. The second quarter of fiscal 2011 results include $11,350 in loss on early retirement of debt and $8,076 in legal and advisory fees associated with the hostile takeover attempt by Alimentation Couche-Tard, Inc. ("Couche-Tard"). Without those expenses, basic earnings per common share would have been approximately $0.81 for the year-ago quarter.

During the second fiscal quarter, the Company opened one replacement store, acquired six stores and completed six new-store constructions. The annual goal is to increase the number of stores by 4% to 6%.

The second quarter results reflect a 2.9% decrease in same-store gasoline gallons sold, with an average margin of approximately 16.7 cents per gallon. The Company policy is to price to the competition, so the timing of retail price changes is driven by local competitive conditions. During the quarter, the Company continued to benefit from a favorable gasoline margin environment.

Same store sales of grocery and other merchandise rose 5.8% from the comparable period in the prior year with an average margin of 32.5%. Prepared foods and fountain same store sales increased 14.2% from the comparable period in the prior year with an average margin of 59.5%. Operating expenses increased 12.1% in the second quarter of fiscal 2012 from the comparable period in the prior year. Without the expenses associated with the unsolicited offer by Couche-Tard in the prior year, operating expenses would have increased 18.4%, primarily due to 128 more stores in operation, a $5,207 increase in credit card fees, and higher transportation costs associated with higher fuel prices compared to the same period a year ago.

The weak U.S. economy and persistent unemployment have generally had an adverse impact on consumer disposable income in the Midwest. These conditions have not significantly lowered the overall demand for gasoline and the merchandise sold in stores, but management believes customers often are "trading down" to less expensive items inside the store. For further information concerning the Company's operating environment and certain of the conditions that may affect future performance, see the "Cautionary Statements" at the end of this Item 2.

                                           14  

--------------------------------------------------------------------------------

Table of Contents

                  Three Months Ended October 31, 2011 Compared to                        Three Months Ended October 31, 2010                         (Dollars and Amounts in Thousands)                                           Grocery &        Prepared  Three months                            Other           Food &  ended 10/31/11      Gasoline         Merchandise       Fountain        Other          Total  Revenue            $ 1,288,498            357,816        128,838        7,366        1,782,518  Gross profit            62,688            116,221         76,658        7,351          262,918  Margin                     4.9 %             32.5 %         59.5 %       99.8 %           14.7 %  Gasoline gallons       375,815                                           Grocery &        Prepared   Three months                          Other           Food &   ended 10/31/10     Gasoline        Merchandise       Fountain        Other          Total   Revenue            $ 927,617            308,900        107,183        5,819        1,349,519   Gross profit          52,755            101,655         67,161        5,806          227,377   Margin                   5.7 %             32.9 %         62.7 %       99.8 %           16.8 %   Gasoline gallons     353,527  

Total revenue for the second quarter of fiscal 2012 increased by $432,999 (32.1%) over the comparable period in fiscal 2011. Retail gasoline sales increased by $360,881 (38.9%) as the number of gallons sold increased by 22,288 (6.3%) while the average retail price per gallon increased 30.9%. During this same period, retail sales of grocery and general merchandise increased by $48,916 (15.8%), primarily due to a greater number of stores in operation and increases in sales of tobacco products, sports and energy drinks and other beverages. Prepared food and fountain sales also increased by $21,655 (20.2%), due to a greater number of stores in operation, the addition of made-to-order sub sandwiches and expanded coffee offerings.

The other revenue category primarily consists of lottery, prepaid phone cards, video rental and automated teller machine (ATM) commissions received and car wash revenues. These revenues increased $1,547 (26.6%) for the second quarter of fiscal 2012 primarily due to the increases in car wash revenues, lottery commissions, and ATM commissions from the comparable period in the prior year.

                                           15  

--------------------------------------------------------------------------------

Table of Contents

Total gross profit margin was 14.7% for the second quarter of fiscal 2012, compared to 16.8% for the comparable period in the prior year. The gross profit margin on retail gasoline sales decreased (to 4.9%) during the second quarter of fiscal 2012 from the second quarter of the prior year (5.7%). However, the gross profit margin per gallon increased (to $.1668) in the second quarter of fiscal 2012 from the comparable period in the prior year ($.1492), primarily due to the competitive response of many gasoline retailers to the movement of wholesale costs. The gross profit margin on retail sales of grocery and other merchandise decreased (to 32.5%) from the comparable period in the prior year (32.9%), primarily due to a more competitive cigarette pricing environment and a shift to larger pack purchases in the beer category. The prepared food margin also decreased (to 59.5%) from the comparable period in the prior year (62.7%), primarily due to higher commodity costs.

Operating expenses increased 12.1% in the second quarter of fiscal 2012 from the comparable period in the prior year. The second quarter of fiscal 2011 included a $8,076 pre-tax charge related to the evaluation of the unsolicited offer and related actions by Couche-Tard. Without these charges in the comparable period, operating expenses would have increased 18.4%, primarily due to a greater number of stores in operation, a $5,207 increase in credit card fees, and higher transportation costs associated with higher fuel prices compared to the same period a year ago. Operating expenses as a percentage of total revenue were 9.6% for the second quarter of fiscal 2012 compared to 11.4% for the comparable period in the prior year. The decrease in operating expenses as a percentage of total revenue was caused primarily by the increase in revenues due to the increase in the average retail price per gallon of gasoline sold.

Depreciation and amortization expense increased 16.9% to $23,432 in the second quarter of fiscal 2012 from $20,041 for the comparable period in the prior year. The increase was due to capital expenditures made during the previous twelve months.

The effective tax rate decreased 110 basis points to 36.1% in the second quarter of fiscal year 2012 from 37.2% in the second quarter of fiscal year 2011. The decrease in the effective tax rate was primarily due to higher federal tax credits for the current year. However, this result was partially offset by a higher taxable income. Net earnings increased by $15,940 (73.5%). The increase in net earnings was attributable primarily to the increases in gross profit dollars from all three major categories; gas, grocery and other merchandise, and prepared food and fountain. However, this was partially offset by the increase in operating expenses.

                                           16  

--------------------------------------------------------------------------------

Table of Contents

                   Six Months Ended October 31, 2011 Compared to                         Six Months Ended October 31, 2010                         (Dollars and Amounts in Thousands)                                           Grocery &        Prepared  Six months                              Other           Food &  ended 10/31/11      Gasoline         Merchandise       Fountain        Other           Total  Revenue            $ 2,666,412            722,987        252,681        14,270        3,656,350  Gross profit           128,009            234,950        152,501        14,240          529,700  Margin                     4.8 %             32.5 %         60.4 %        99.8 %           14.5 %  Gasoline gallons       755,911                                         Grocery &        Prepared  Six months                              Other           Food &  ended 10/31/10      Gasoline         Merchandise       Fountain        Other           Total  Revenue            $ 1,864,270            626,106        209,565        11,605        2,711,546  Gross profit           111,661            205,680        132,431        11,576          461,348  Margin                     6.0 %             32.9 %         63.2 %        99.8 %           17.0 %   Gasoline gallons       712,117  

Total revenue for the first six months of fiscal 2012 increased by $944,804 (34.8%) over the comparable period in fiscal 2011. Retail gasoline sales increased by $802,142 (43%) as the number of gallons sold increased by 43,794 (6.1%) while the average retail price per gallon increased 34.7%. During this same period, retail sales of grocery and general merchandise increased by $96,881 (15.5%), primarily due to a greater number of stores in operation and increases in sales of tobacco products, sports and energy drinks, and other beverages . Prepared food and fountain sales also increased by $43,116 (20.6%), due to a greater number of stores in operation, the addition of made-to-order sub sandwiches, and expanded coffee offerings.

The other revenue category primarily consists of lottery, prepaid phone cards, video rental and ATM commissions received and car wash revenues. These revenues increased $2,665 (23%) for the first six months of fiscal 2012 primarily due to the increases in car wash revenues, lottery commissions, and ATM commissions from the comparable period in the prior year.

Total gross profit margin was 14.5% for the first six months of fiscal 2012 compared to 17% for the comparable period in the prior year, primarily due to decreases in the gross profit margin of all three of our major categories. The gross profit margin on

                                           17  

--------------------------------------------------------------------------------

Table of Contents

retail gasoline sales decreased (to 4.8%) during the first six months of fiscal 2012 from the comparable period of the prior year (6%). However, the gross profit margin per gallon increased (to $.1693) in the first six months of fiscal 2012 from the comparable period in the prior year ($.1568), primarily due to the competitive response of many gasoline retailers to the movement of wholesale costs. The gross profit margin on retail sales of grocery and other merchandise decreased (to 32.5%) from the comparable period in the prior year (32.9%), primarily due to a more competitive cigarette pricing environment and a shift to larger pack purchases in the beer category. The prepared food margin also decreased (to 60.4%) from the comparable period in the prior year (63.2%), primarily due to higher commodity costs.

Operating expenses increased 12.3% in the first six months of fiscal 2012 from the comparable period in the prior year. The first six months of fiscal 2011 included a $14,314 pre-tax charge related to the evaluation of the unsolicited offer and related actions by Couche-Tard. Without these charges in the comparable period, operating expenses would have increased 17.8%, primarily due to a greater number of stores in operation, an $11,780 increase in credit card fees, and higher transportation costs associated with higher fuel prices. Operating expenses as a percentage of total revenue were 9.4% for the first six months of fiscal 2011 compared to 11.3% for the comparable period in the prior year. The decrease in operating expenses as a percentage of total revenue was caused primarily by the increase in revenues due to the increase in the average retail price per gallon of gasoline sold.

Depreciation and amortization expense increased 17% to $46,327 in the first six months of fiscal 2012 from $39,604 for the comparable period in the prior year. The increase was due to capital expenditures made during the previous twelve months.Interest expense increased $6,989 (65.2%) in the first six months of fiscal 2012 from the comparable period in the prior year, primarily due to the additional $569,000 principal amount outstanding on the 5.22% Senior Notes issued on August 9, 2010.

The effective tax rate decreased 20 basis points to 37.1% for the first six months of fiscal year 2012 from 37.3% for the comparable period of the prior year. The net decrease in the effective tax rate was primarily due to higher federal tax credits for the current year, partially offset by a smaller increase in uncertain tax positions related to state filing positions in prior years.

Net earnings increased by $18,045 (30.6%). The increase in net earnings was attributable primarily to the increases in gross profit dollars from all three major categories; gas, grocery and other merchandise, and prepared food and fountain. However, this was partially offset by the increases in operating expenses, depreciation and amortization, and interest expense.

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.

                                           18  

--------------------------------------------------------------------------------

Table of Contents

Inventory. Inventories, which consist of merchandise and gasoline, are stated at the lower of cost or market. For gasoline, cost is determined through the use of the first-in, first-out (FIFO) method. For merchandise inventories, cost is determined through the use of the last-in, first-out (LIFO) method applied to inventory values determined primarily by the FIFO method for warehouse inventories and the retail inventory method (RIM) for store inventories, except for cigarettes, beer, pop, and prepared foods, which are valued at cost. RIM is an averaging method widely used in the retail industry because of its practicality.

Under RIM, inventory valuations are at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to sales. Inherent in the RIM calculations are certain management judgments and estimates that could affect the ending inventory valuation at cost and the resulting gross margins.

Vendor allowances include rebates and other funds received from vendors to promote their products. The Company often receives such allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor rebates in the form of rack display allowances are treated as a reduction in cost of sales and are recognized ratably over the period covered by the applicable rebate agreement. Vendor rebates in the form of billbacks are treated as a reduction in cost of sales and are recognized at the time the product is sold.

Goodwill. Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment annually at year-end using a market based approach to establish fair value. All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores. As of October 31, 2011, there was $104,386 of goodwill. Management's analysis of recoverability completed as of the fiscal year end yielded no evidence of impairment and no events have occurred since the annual test indicating a potential impairment.

Long-lived Assets. The Company periodically monitors under-performing stores to assess whether the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, a further analysis of the amount of potential impairment is performed. The impairment loss is based on the estimated amount by which carrying value exceeds fair value of the asset group. Fair value is based on management's estimate of the future cash flows to be generated and the amount that could be realized from the sale of assets in a current transaction between willing parties. The estimate is derived from offers, actual sale or disposition of assets subsequent to the reporting period, and other indications of fair value. In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis.

                                           19  

--------------------------------------------------------------------------------

Table of Contents

Management expects to continue its on-going evaluation of under-performing stores, and may periodically sell specific stores where further operational and marketing efforts are not likely to improve their performance. The Company incurred impairment charges of $196 during the six months ended October 31, 2011. The Company did not incur any impairment charges during the six months ended October 31, 2010.

Self-insurance. The Company is primarily self-insured for employee health care, workers' compensation, general liability, and automobile claims. The self-insurance claim liability is determined actuarially based on claims filed and an estimate of claims incurred but not yet reported. Actuarial projections of the losses are employed due to the high degree of variability in the liability estimates. Some factors affecting the uncertainty of claims include the time frame of development, settlement patterns, litigation and adjudication direction, and medical treatment and cost trends. The liability is not discounted.

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, 2011, the Company's ratio of current assets to current liabilities was .97 to 1. The ratio at October 31, 2010 and April 30, 2011 was 1.34 to 1 and 1 to 1, respectively. Management believes that the Company's current aggregate $100,000 bank line of credit, together with cash flow from operations will be sufficient to satisfy the working capital needs of our business.

Net cash provided by operations increased $23,279 (14.1%) in the six months ended October 31, 2011 from the comparable period in the prior year, primarily as a result of increases in net earnings, deferred income taxes, and income taxes payable. This result was partially offset by a decrease in accounts payable. Cash used in investing in the six months ended October 31, 2011 increased due to the increase in the purchase of additional property and equipment and additional store acquisition activity. Cash used in financing decreased, primarily due to the proceeds from long-term debt in the comparable period in the prior year. This impact was partially offset by the repurchase of 13,157,894 shares of Common Stock and an increase in the repayments of long-term debt in the comparable period in the prior year.

Capital expenditures represent the single largest use of Company funds. Management believes that by 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 2012, the Company expended $151,988 primarily for property and equipment, resulting from the construction, acquisition and remodeling of stores, compared to $115,242 for the comparable period in the prior year. The Company anticipates expending between $204,000 and $267,000 in fiscal 2012 for construction, acquisition, and remodeling of stores, primarily from existing cash and funds generated by operations.

                                           20  

--------------------------------------------------------------------------------

Table of Contents

As of October 31, 2011, the Company had long-term debt, net of current maturities, of $673,466 consisting of $569,000 in principal amount of 5.22% Senior Notes, $95,000 in principal amount of 5.72% Senior Notes, Series A and B, $9,461 of capital lease obligations and $5 of mortgage notes payable.

To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of 6-1/4% Convertible Subordinated Debentures (which were converted into shares of Common Stock in 1994), the above-described Senior Notes, a mortgage note, and through 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, 2011:

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-gasoline items (particularly prepared food items) have contributed substantially to the Company's gross profits from retail sales in recent years. Gasoline sales are also intensely competitive. The Company competes with both independent and national brand gasoline stations in the sale of

<pre> 21

--------------------------------------------------------------------------------

Table of Contents

gasoline, other convenience store chains and several non-traditional gasoline retailers such as supermarkets in specific markets. Some of these other gasoline retailers may have access to more favorable arrangements for gasoline 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.

Gasoline operations. Gasoline sales are an important part of the Company's sales and earnings, and retail gasoline profit margins have a substantial impact on the Company's net earnings. Profit margins on gasoline sales can be adversely affected by factors beyond the control of the Company, including the supply of gasoline available in the retail gasoline market, uncertainty or volatility in the wholesale gasoline market, increases in wholesale gasoline costs generally during a period and price competition from other gasoline 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 gasoline 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 gasoline gallon volume, gasoline gross profit and overall customer traffic levels at stores. Any substantial decrease in profit margins on gasoline sales or in the number of gallons sold by stores could have a material adverse effect on the Company's earnings.

The Company purchases its gasoline from a variety of independent national and regional petroleum distributors. Although in recent years the Company's suppliers have not experienced any difficulties in obtaining sufficient amounts of gasoline to meet the Company's needs, unanticipated national and international events could result in a reduction of gasoline supplies available for distribution to the Company. Any substantial curtailment in gasoline supplied to the Company could adversely affect the Company by reducing its gasoline sales. Further, management believes that a significant amount of the Company's business results from the patronage of customers primarily desiring to purchase gasoline and, accordingly, reduced gasoline supplies could adversely affect the sale of non-gasoline items. Such factors could have a material adverse impact upon the Company's earnings and operations.

Tobacco Products. Sales of tobacco products represent a significant portion of the Company's revenues. Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as national and local campaigns to discourage smoking in the United States, could have an adverse affect on the demand for cigarettes sold by stores. The Company attempts to pass price increases onto its customers, but competitive pressures in specific markets may prevent it from doing so. These factors could materially impact the retail price of cigarettes, the volume of cigarettes sold by stores and overall customer traffic.

                                           22  

--------------------------------------------------------------------------------

Table of Contents

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 3,938 USTs, of which 3,103 are fiberglass and 835 are steel. Management believes that its existing gasoline 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 each of the years ended April 30, 2011 and 2010, the Company spent approximately $648 and $1,083, respectively, for assessments and remediation. During the six months ended October 31, 2011, the Company expended approximately $632 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of October 31, 2011, approximately $13,946 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, 2011 of approximately $276 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 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, weather conditions, the increased indebtedness that the Company has

                                           23  

--------------------------------------------------------------------------------

Table of Contents

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.