1277475--5/1/2009--GANDER_MOUNTAIN

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Risks Related to Our Business Adverse conditions in the economy and geopolitical environment could have a negative impact on our growth and profitability. Our current business strategy that focuses on large-format retail stores has not been proven successful on a long-term basis and may negatively impact our operating results. Our concentration of stores in the Great Lakes region of the United States makes us susceptible to adverse conditions in this region, including atypical weather. Our operating results are subject to seasonal fluctuations. The continued growth and operation of our business is dependent upon the availability of adequate capital, which could be adversely impacted by current credit market conditions. Our expansion into new, unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets. Our expansion strategy includes further penetration of our existing markets, which could cause sales at our existing stores to decline. We are expanding into new product areas with which we have limited experience and which may not be profitable for us. An inability to find suitable new store sites or delays in new store openings could materially affect our financial performance. If we lose key management or are unable to attract and retain the talent required for our business, our operating results and financial condition could suffer. We rely on a single distribution center for our retail business and a single fulfillment center for our internet and catalog business, and if there is a natural disaster or other serious disruption at either facility, we may be unable to deliver merchandise effectively to our stores or customers. Our planned growth may strain our business infrastructure, which could adversely affect our operations and financial condition. We are implementing substantial information systems changes in support of our business that might disrupt our operations. Our ability to operate profitably is uncertain. Our business depends on our ability to meet our labor needs. If we fail to anticipate changes in consumer demands, including regional preferences, in a timely manner, our operating results could suffer. Failure to protect the integrity and security of our customers' information could expose us to litigation and materially damage our standing with our customers. We may be named in litigation, which may result in substantial costs and divert management's attention and resources. Our comparable store sales will fluctuate and may not be a meaningful indicator of future performance. Our computer hardware and software systems are vulnerable to damage that could harm our business. If any of our key vendors or manufacturers fails to supply us with merchandise or changes key business terms, we may not be able to meet the demands of our customers and our sales could decline. We recently acquired Overton's and may pursue additional strategic acquisitions, which could have an adverse impact on our business. Risks associated with internet sales could adversely affect our business. Risks associated with catalog sales could adversely affect our business. Risks Related to Our Industry Competition in the outdoor products industry could limit our growth and harm our operating results. We may be subject to product liability claims relating to our sale of outdoor equipment and firearms, and our insurance may not be sufficient to cover damages related to those claims. Increased regulation of the sale of firearms could cause us to reduce our firearm sales, which could harm our operating results. Some of the products and services we sell are highly regulated, which could lead to high compliance costs. Risks Related to Our Common Stock Pratt family members, Erickson family members and their affiliates collectively own a controlling interest in our company and these individuals and entities may have interests that differ from those of our other shareholders. Conflicts of interest may arise as a result of the significant interest in our company held by the Pratt family, the Erickson family and their affiliates. We can issue shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders. Certain provisions of Minnesota law may make a takeover of our company more difficult, depriving shareholders of opportunities to sell shares at above- market prices. The price of our common stock is volatile.

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1277475--5/1/2009--GANDER_MOUNTAIN_CO