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Camping World Holdings, Inc.

Camping World Holdings, Inc.CWHEarnings & Financial Report

NYSE · Consumer Discretionary · Retail-Auto Dealers & Gasoline Stations

Camping World Holdings, Inc. is an American corporation specializing in selling recreational vehicles (RVs), recreational vehicle parts, and recreational vehicle service. They also sell supplies for camping. The company has its headquarters in Lincolnshire, Illinois. In October 2016 it became a publicly traded company when it raised $251 million in an IPO. Camping World has 202 locations. In addition to its RV dealerships and accessories stores, the company sells goods through phone order and...

What changed in Camping World Holdings, Inc.'s 10-K — 2022 vs 2023

Top changes in Camping World Holdings, Inc.'s 2023 10-K

514 paragraphs added · 537 removed · 387 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+16 added−20 removed25 unchanged
We contract with Visa and Comenity Capital Bank to offer a Good Sam Rewards Visa® branded credit card, as well as Good Sam private label credit card.
We contract with Visa and Comenity Capital Bank to offer a Good Sam Rewards Visa® branded credit card, as well as a Good Sam private label credit card.
We do not know of any material pending claims of infringement or other challenges to our right to use our intellectual property in the United States or elsewhere. For additional information regarding our intellectual property, see Note 7 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
We do not know of any material pending claims of infringement or other challenges to our right to use our intellectual property in the United States or elsewhere. For additional information regarding our intellectual property, see Note 8 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.
We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.
Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry, made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers. Dealer agreements generally give us the right to sell certain RV makes and models within an exclusive designated area.
Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry, made on a location-by-location basis, and each store location typically enters into multiple dealer agreements with multiple manufacturers. Dealer agreements generally give us the right to sell certain RV makes and models within an exclusive designated area.
Development In November 2020, we launched an entity-wide online training platform with a curriculum that is tailored to each associate’s job function. This program includes interactive courses such as COVID-19 safety, communication, management, critical thinking, software skills, and workplace harassment and discrimination. Our learning and development team continues to create proprietary content for this training library.
Development In November 2020, we launched an entity-wide online training platform with a curriculum that is tailored to each associate’s job function. This program includes interactive courses such as communication, management, critical thinking, software skills, and workplace harassment and discrimination. Our learning and development team continues to create proprietary content for this training library.
The information contained in, or accessible through, our website does not constitute a part of this Form 10-K. We intend to use our official Facebook, Twitter, and Instagram accounts, each at the handle @CampingWorld, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD.
The information contained in, or accessible through, our website does not constitute a part of this Form 10-K. We intend to use our official Facebook, X (formerly known as Twitter), and Instagram accounts, each at the handle @CampingWorld, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD.
ITEM 1. BUSINESS Overview Camping World Holdings, Inc. (together with its subsidiaries) is America’s largest retailer of recreational vehicles (“RVs”) and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966.
ITEM 1. BUSINESS Overview Camping World Holdings, Inc. (together with its subsidiaries) is the world’s largest retailer of recreational vehicles (“RVs”) and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966.
As of December 31, 2022, the activities under the 2019 Strategic Shift have been completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift.
As of December 31, 2023, the activities under the 2019 Strategic Shift have been completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift.
These products are primarily underwritten and administered by independent third parties, and we are primarily compensated on a commission basis. • Repair and Maintenance. We offer RV repair and maintenance services at the majority of our retail locations.
These products are primarily underwritten and administered by independent third parties, and we are primarily compensated on a commission basis. • Repair and Maintenance. We offer RV repair and maintenance services at the majority of our store locations.
We have also invested in learning labs at the majority of our locations that provide for a dedicated space with the appropriate technology for employees to engage in their training programs. Our service technicians are critical to providing the high-quality installation and repair services that our customers expect.
We have also invested in learning labs at the majority of our locations that provide for a dedicated space with the appropriate technology for employees to engage in their training programs. 13 Table of Contents Our service technicians are critical to providing the high-quality installation and repair services that our customers expect.
We plan to reactivate the program in 2023. Health and Safety We maintain a safety program to provide a safe and healthful workplace for our associates. We strive to comply with all health and safety standards that pertain to our operations.
We plan to reactivate the program in 2024. Health and Safety We maintain a safety program to provide a safe and healthful workplace for our associates. We strive to comply with all health and safety standards that pertain to our operations.
Our goal is that every call – whether to one of our call centers or to a store – will be answered promptly by a live person. Our call center specialists are extensively trained to assist customers with complex orders and provide a level of service that leads to exceptional customer service and long-term customer relationships.
Our goal is that every call to one of our call centers or to a store will be answered promptly by a live person. Our call center specialists are extensively trained to assist customers with complex orders and provide a level of service that leads to an exceptional customer experience and long-term customer relationships.
As part of our marketing efforts, we maintain a proprietary database of individuals and customer purchasing data that we utilize for direct mail, email, text messaging and telemarketing campaigns. As of December 31, 2022, this database contained over 28 million unique contacts.
As part of our marketing efforts, we maintain a proprietary database of individuals and customer purchasing data that we utilize for direct mail, email, text messaging and telemarketing campaigns. As of December 31, 2023, this database contained over 31 million unique contacts.
Because our Good Sam protection plans and programs are often purchased to cover a multiple-year period and are renewable in nature, this area of our business tends to generate high-margin, recurring revenue that is driven both by vehicle purchases and the installed base of RV owners in the United States.
Because our Good Sam protection plans and programs are often purchased to cover a multiple-year period and are renewable, this area of our business tends to generate high-margin, recurring revenue that is driven both by new and used RV purchases and the installed base of RV owners in the United States.
We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com, www.campingworld.com, www.rv.com, www.rvs.com, www.rvrentals.com, www.highways.com, www.overtons.com, www.skis.com, www.snowboards.com, and www.the-house.com, among others. We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts.
We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com, www.campingworld.com, www.rv.com, www.rvs.com, www.rvrentals.com, www.wildsam.com, www.overtons.com, and www.the-house.com, among others. We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts.
Our full-service repair facilities enable us to install all parts and accessories that we sell in our retail locations.
Our full-service repair facilities enable us to install all parts and accessories that we sell in our store locations.
Many of our offerings, including our Good Sam services and plans, our private label RVs, our digital retail experience through RVs.com, and our private label accessories, are unique to us and have been developed in collaboration with leading industry suppliers and RV enthusiasts.
Many of our offerings, including our Good Sam services and plans, our private label RVs, our digital retail experience through RVs.com, our RV manufacturer exclusive dealership locations, and our private label accessories, are unique to us and have been developed in collaboration with leading industry suppliers and RV enthusiasts.
We primarily acquire used RVs through customer trade-ins, as well as private party purchases and consignments, and we generally recondition used RVs acquired for retail sale in our parts and service departments. Historically, used RVs that we have not sold at our RV-centric retail locations generally have been sold through other channels at wholesale prices.
We primarily acquire used RVs through customer trade-ins, as well as private party purchases and consignments, and we generally recondition used RVs acquired for retail sale in our parts and service 12 Table of Contents departments. Historically, used RVs that we have not sold at our RV-centric store locations generally have been sold through other channels at wholesale prices.
We believe that our Company and our brand should reflect the increasingly diverse audience of outdoor enthusiasts and our culture should promote respect and dignity of all humans.
Diversity, Equity, and Inclusion We believe that our Company and our brand should reflect the increasingly diverse audience of outdoor enthusiasts and our culture should promote respect and dignity of all humans.
Human Capital Resources Our Talent As of December 31, 2022, we had 12,942 full-time and 469 part-time or seasonal employees. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages. We believe that our employee relations are generally good.
Human Capital Resources Our Talent As of December 31, 2023, we had 12,261 full-time and 395 part-time or seasonal employees. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages. We believe that our employee relations are generally good.
Within our RV and Outdoor Retail business, we also operate the Good Sam Club, which we believe is the largest membership- 9 Table of Contents based RV organization in the world, with approximately 2.0 million members as of December 31, 2022.
Within our RV and Outdoor Retail business, we also operate the Good Sam Club, which we believe is the largest membership-based RV organization in the world, with approximately 2.0 million members as of December 31, 2023.
With approximately 2,693 RV service bays across our national footprint, we are equipped to offer comprehensive repair and maintenance services for most RV components. • RV parts, accessories and installation services.
With over 2,700 RV service bays across our national footprint, we are equipped to offer comprehensive repair and maintenance services for most RV components. • RV parts, accessories and installation services.
We offer collision repair services, including fiberglass front and rear cap replacement, windshield replacement, interior remodel solutions, and paint and body work, at many of our retail locations, and 63 of our retail locations are equipped with full body paint booths. We perform collision repair services for a number of insurance carriers. • Good Sam Club.
We offer collision repair services, including fiberglass front and rear cap replacement, windshield replacement, interior remodel solutions, and paint and body work, at many of our store locations, including numerous with full body paint booths. We perform collision repair services for a number of insurance carriers. • Good Sam Club.
Cardholders receive enhanced rewards points, which are referred to as Good Sam Rewards, for money spent at our retail locations, on our e-commerce platforms, at gas stations and at private campgrounds across the U.S. and Canada. As of December 31, 2022, we had approximately 257,000 issued and open Good Sam co-branded credit card accounts. • Other activities.
Cardholders receive enhanced rewards points, which are referred to as Good Sam Rewards, for money spent at our retail locations, on our e-commerce platforms, at gas stations and at private campgrounds across the U.S. and Canada. As of December 31, 2023, we had approximately 232,000 issued and open co-branded credit card accounts. • RV Rentals.
Our dealerships and service centers are staffed with knowledgeable local team members offering expert advice and a wide assortment of products and services. We currently operate call centers in Denver, CO, Bowling Green, KY, Greenville, NC, and Island Lake, IL.
Our dealerships and service centers are staffed with knowledgeable local team members offering expert advice and a wide assortment of products and services to approximately 5.0 million Active Customers. We currently operate call centers in Denver, CO, Bowling Green, KY, Greenville, NC, and Island Lake, IL.
As of December 31, 2022, we operated a national network of 196 RV dealerships and/or service centers. The majority of these RV dealerships and service centers are conveniently located off major highways and interstates in key RV markets, staffed with knowledgeable local team members offering expert advice and a comprehensive assortment of RV-related products and services.
The majority of these RV dealerships and service centers are conveniently located off major interstates and highways in key RV markets, staffed with knowledgeable local team members offering expert advice and a comprehensive assortment of RV-related products and services.
Our Camping World Technical Institute (“CWTI”) includes full-time instructors at three dedicated campuses and one part-time campus as of December 31, 2022. The CWTI offers monthly 10-day training sessions to our service technicians.
Our Camping World Technical Institute (“CWTI”) includes full-time instructors at three dedicated campuses and one part-time campus as of December 31, 2023. The CWTI offers monthly 10-day training sessions to our service technicians. In 2023 and 2022, we provided Level 1 training to 1,243 and 470 service technicians through CWTI, respectively.
Our principal executive offices are located at 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069 and our telephone number is (847) 808-3000.
Our principal executive offices are located at 2 Marriott Drive, Lincolnshire, IL 60069 and our telephone number is (847) 808-3000.
We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV lifestyle. On December 31, 2022, we operated a total of 197 retail locations, with 196 of these selling and/or servicing RVs.
We also believe that our Good Sam organization and family of services and plans enables us to connect with our customers as stewards of the RV lifestyle. On December 31, 2023, we operated a total of 202 store locations, with all locations selling and/or servicing RVs.
When a new customer transacts with us across any of our business areas, the new customer enters our database and we leverage customized customer relationship management (“CRM”) tools and pricing tools, such as the Good Sam RV Valuator, to actively and intelligently engage, service and promote 7 Table of Contents other offerings and the RV lifestyle.
When a new customer engages with us across any of our business areas, the new customer enters our database and we leverage customized customer relationship management (“CRM”) 7 Table of Contents platforms and proprietary tools, such as the RV Valuator, to actively and intelligently engage, service and promote our wide range of products and services for the RV lifestyle.
In 2022, our call centers handled more than 2.3 million calls and responded to over 450,000 emails and social media communications. Leverage Our Resources and Synergies.
In 2023, our call centers handled more than 2.4 million calls and responded to approximately 400,000 emails and social media communications. Leverage Our Resources and Synergies.
Good Sam Services and Plans Our Good Sam Services and Plans segment consists of programs, plans and services that are geared towards protecting, insuring and promoting the RV lifestyle, and include services such as extended vehicle service contracts, vehicle roadside assistance, property and casualty insurance, travel protection, travel planning and directories, and consumer shows and publications.
(2) Gross profit is presented exclusive of depreciation and amortization, which is presented separately in operating expenses. ​ Good Sam Services and Plans Our Good Sam Services and Plans segment consists of programs, plans and services that are geared towards protecting, insuring and promoting the RV lifestyle, and include services such as extended vehicle service contracts, vehicle roadside assistance, property and casualty insurance, travel protection, travel planning and directories, and publications.
In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”). This included the closure or divestiture of certain locations that did not have the ability or where it was not feasible to sell and/or service RVs. Additionally, the 2019 Strategic Shift included the exit of certain non-RV product categories.
This included the closure or divestiture of certain locations that did not have the ability or where it was not feasible to sell and/or service RVs. Additionally, the 2019 Strategic Shift included the exit of certain non-RV product categories.
RV and Outdoor Retail Our RV and Outdoor Retail segment consists of all aspects of our RV dealership operations, which includes selling new and used RVs, assisting with the financing of new and used RVs, selling protection and insurance related services and plans for RVs, servicing and repairing new and used RVs, installing RV parts and accessories, and selling RV and outdoor related products, parts and accessories.
Coast to Coast Resorts Provides exclusive access to a selection of premium resort destinations, catering to diverse traveler preferences. ​ RV and Outdoor Retail Our RV and Outdoor Retail segment consists of all aspects of our RV dealership operations, which includes selling new and used RVs, assisting with the financing of new and used RVs, selling protection and insurance related services and plans for RVs, servicing and repairing new and used RVs, installing RV parts and accessories, and selling RV and outdoor related products, parts and accessories.
As of December 31, 2022, Thor Industries and Forest River accounted for approximately 74.7% and 21.0%, respectively, of our new RV inventory. In certain instances, our manufacturing partners produce private label products exclusively available at our RV dealerships and through our e-commerce platforms.
We have strategic relationships with leading RV manufacturers, including Thor Industries, Inc. and Forest River, Inc. As of December 31, 2023, Thor Industries and Forest River accounted for approximately 63.7% and 26.7%, respectively, of our new RV inventory. In certain instances, our manufacturing partners produce private label products exclusively available at our RV dealerships and through our e-commerce platforms.
Vehicle Sourcing and Dealer Agreements We acquire new RVs for retail sale directly from the original equipment manufacturer. Our strategy is to partner with financially sound manufacturers that make high quality products, have adequate manufacturing capacity and distribution, and maintain an appropriate product mix. We have strategic relationships with leading RV manufacturers, including Thor Industries, Inc. and Forest River, Inc.
We offer a variety of outdoor products and accessories through our e-commerce business. Vehicle Sourcing and Dealer Agreements We acquire new RVs for retail sale directly from the original equipment manufacturer. Our strategy is to partner with financially sound manufacturers that make high quality products, have adequate manufacturing capacity and distribution, and maintain an appropriate product mix.
Trademarks and Other Intellectual Property We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam, Camping World, and Overton’s.
These shows provide a strategic opportunity to expose first-time buyers and existing RV and outdoor sports enthusiasts to our products and services. Trademarks and Other Intellectual Property We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam, Camping World, and Overton’s.
The Good Sam Club is a membership organization that offers savings on a variety of products and services, including products purchased at any of our retail and online stores, discounts on nightly rates at affiliated Good Sam RV parks and other benefits related to the RV lifestyle.
The Good Sam Club also offers savings on a variety of products and services, including discounts on nightly rates at affiliated Good Sam RV parks and other benefits related to the RV lifestyle. We believe the Good Sam Club is the largest membership-based RV enthusiast organization in the world.
For more information on our Floor Plan Facility, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Senior Secured Credit Facilities and Floor Plan Facility” included in Part II, Item 7 of this Form 10-K and Note 4 — Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. 12 Table of Contents Marketing and Advertising The lifestyle element of the RV industry and the multi-year nature of many of our products and services provides the opportunity to build long-term relationships with our customers.
For more information on our Floor Plan Facility, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Senior Secured Credit Facilities and Floor Plan Facility” included in Part II, Item 7 of this Form 10-K and Note 4 — Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
Membership benefits include a variety of discounts, exclusive benefits, specialty publications and other membership benefits, all of which we believe enhance the RV experience, drive customer engagement and loyalty, and provide cross-selling opportunities for our other products and services.
Membership benefits include, among other benefits, a variety of discounts at Camping World and Good Sam, in addition to partner campgrounds, fuel stations, and more, all of which we believe enhance the RV experience, drive customer engagement and loyalty, and provide cross-selling opportunities for our other products and services.
Since recreational vehicles are primarily used by vacationers and campers during times of warmer weather, demand for our products and services tends to be highest in the spring and summer months and lowest in the winter months.
Since RVs are primarily used by vacationers and campers during times of warmer weather, demand for our products and services tends to be highest in the spring and summer months and lowest in the winter months. As a result, our revenue and profitability has historically been higher in the second and third quarters than in the first and fourth quarters.
A wide selection of new and used RVs across a range of price points, classes and floor plans. The table below contains a breakdown of our new RV unit sales and average selling price by RV class for 2022. Sales of new vehicles represented 46.3%, 47.7% and 51.8% of total revenue for 2022, 2021 and 2020, respectively.
The table below contains a breakdown of our new RV unit sales and average selling price by RV class for 2023. Sales of new vehicles represented 41.4%, 46.3% and 47.7% of total revenue for 2023, 2022 and 2021, respectively. Sales of used vehicles represented 31.8%, 26.9% and 24.4% of total revenue for 2023, 2022, and 2021, respectively. • Vehicle financing.
On average over the last three years ended December 31, 2022, we generated 31.0% and 29.0% of our annual revenue in the second and third quarters, respectively, and 19.9% and 20.1% in the first and fourth quarters, respectively.
On average over the last three years ended December 31, 2023, we generated 30.5% and 27.4% of our annual revenue in the second and third quarters, respectively, and 23.4% and 18.7% in the first and fourth quarters, respectively.
We finance the purchase of substantially all of our new RV inventory from manufacturers through our Floor Plan Facility. Used vehicles may also be financed from time to time through our Floor Plan Facility.
In 2023 we introduced our first CW Auction as another means to sell RVs to individuals or wholesale to other dealerships. We finance the purchase of substantially all of our new RV inventory from manufacturers through our Floor Plan Facility. Used vehicles may also be financed from time to time through our Floor Plan Facility.
Generally, our financing transactions are structured through long-term retail installment sales contracts with terms of up to 20 years, which we enter into with our customers on behalf of our third-party lenders. The retail installment sales contracts are then assigned on a non-recourse basis, with the third-party lender assuming underwriting and credit risk.
Through arrangements with third-party lenders we are able to facilitate financing for most of the new and used RVs we sell through our store locations. Generally, our financing transactions are structured through long-term retail installment sales contracts with terms of up to 20 years, which we enter into with our customers on behalf of our third-party lenders.
In 2022, we facilitated financing transactions for approximately 79.9% of our total new units sold and 72.1% of our total used units sold for which we earn a commission from the third-party lender. • Protection Plans.
The retail installment sales contracts are then assigned on a non-recourse basis, with the third-party lender assuming underwriting and credit risk. In 2023, we facilitated financing transactions for approximately 79.9% of our total new units sold and 74.1% of our total used units sold for which we earn a commission from the third-party lender. • Protection Plans.
A map depicting our national network of 196 RV dealerships and service centers as of December 31, 2022 is provided below: Source: Statistical Surveys, Inc. (15 largest RV markets) 10 Table of Contents RV and Outdoor Retail segment offerings include: ● New and Used Vehicles .
A map depicting our national network of 202 RV dealerships and service centers as of December 31, 2023 is provided below: ​ 10 Table of Contents RV and Outdoor Retail segment offerings include: ● New and Used Vehicles . A wide selection of new and used RVs across a range of price points, classes and floor plans.
In 2011, Camping World Good Sam combined with FreedomRoads, a successful RV dealership business founded in 2003, to form the largest provider of products and services for RVs in North America. From 2011 to date, we have continued to expand our footprint of RV dealerships through new store openings and acquisitions.
Good Sam combined with Camping World in 1997, when the Good Sam Club had approximately 911,000 members and Camping World had 26 store locations. In 2011, Camping World and Good Sam combined with FreedomRoads, a successful RV dealership business founded in 2003, to form the largest provider of products and services for RVs in North America.
Background, Restructuring and Recent Developments Founded in 1966, our Good Sam and Camping World brands have been serving RV owners and outdoor enthusiasts for more than 50 years. Good Sam combined with Camping World in 1997, when the Good Sam Club had approximately 911,000 members and Camping World had 26 retail locations.
Curiosity, connection, and joy are what we strive to instill in our customers’ travel experience. ​ Background, Restructuring and Recent Developments Founded in 1966, our Good Sam and Camping World brands have been serving RV owners and outdoor enthusiasts for more than 50 years.
With more than 50 years of RV industry experience, 196 retail locations selling and/or servicing RVs, and 5.3 million Active Customers, we believe our size and scale allows us to deliver exceptional value to our customers. Operate a National Network of RV Dealerships and Service Centers.
We believe our size and scale allow us to deliver exceptional value to our customers. Operate a National Network of RV Dealerships and Service Centers. As of December 31, 2023, we operated a national network of 202 RV dealerships and/or service centers.
CW Design & Supply designs, manufactures, and distributes RV and camping furniture including our exclusive Thomasville Recreation brand, which features high-style designs that follow both classic and modern trends. We offer a variety of outdoor products and accessories through our the-house.com e-commerce business. Good Sam RV Rental provides a peer-to-peer RV rental marketplace.
We facilitate an RV rental platform that connects travelers with RV owners, allowing for a flexible and personal RV experience. • Other activities. CW Design & Supply designs, manufactures, and distributes RV and camping furniture including our exclusive Thomasville Recreation brand, which features high-style designs that follow both classic and modern trends.
For more information on the impact to our 2022, 2021 and 2020 financial results, please see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Segments and Offerings We operate two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail.
We have not set a deadline for the strategic alternatives review process, and there can be no assurance that this process will result in any particular outcome. See Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
We believe the Good Sam Club is the largest membership-based RV enthusiast organization in the world. As of December 31, 2022, there were approximately 2.0 million members in our Good Sam Club. • Co-branded credit cards.
As of December 31, 2023, there were approximately 2.0 million members in our Good Sam Club. A free basic tier of the Good Sam Club was introduced in 2023, which does not include most of the paid membership benefits, but allows these members to earn points at a lower rate compared to the paid membership. • Co-branded credit cards.
The following table presents revenue and gross profit details for our product and service offerings for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ ​ ($ in thousands) Revenue (1) Revenue ​ ​ Gross Profit (2) ​ Gross Profit ​ Gross Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 192,128 ​ 2.8% ​ $ 120,162 ​ 5.3% ​ 62.5% New vehicles ​ ​ 3,228,077 ​ 46.3% ​ ​ 651,801 ​ 28.8% ​ 20.2% Used vehicles ​ ​ 1,877,601 ​ 26.9% ​ ​ 459,548 ​ 20.3% ​ 24.5% Products, service and other ​ ​ 999,214 ​ 14.3% ​ ​ 368,204 ​ 16.3% ​ 36.8% Finance and insurance, net ​ ​ 623,456 ​ 8.9% ​ ​ 623,456 ​ 27.6% ​ 100.0% Good Sam Club ​ ​ 46,537 ​ 0.7% ​ ​ 39,113 ​ 1.7% ​ 84.0% Total ​ $ 6,967,013 ​ 100.0% ​ $ 2,262,284 ​ 100.0% ​ 32.5% (1) Components of revenue are presented after intersegment eliminations.
See Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments. 8 Table of Contents The following table presents revenue and gross profit details for our product and service offerings for the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ ​ ($ in thousands) Revenue (1) Revenue ​ ​ Gross Profit (2) ​ Gross Profit ​ Gross Margin Good Sam Services and Plans ​ $ 193,827 ​ 3.1% ​ $ 134,436 ​ 7.2% ​ 69.4% New vehicles ​ ​ 2,576,278 ​ 41.4% ​ ​ 400,459 ​ 21.3% ​ 15.5% Used vehicles ​ ​ 1,979,632 ​ 31.8% ​ ​ 405,394 ​ 21.6% ​ 20.5% Products, service and other ​ ​ 870,038 ​ 14.0% ​ ​ 336,413 ​ 17.9% ​ 38.7% Finance and insurance, net ​ ​ 562,256 ​ 9.0% ​ ​ 562,256 ​ 29.9% ​ 100.0% Good Sam Club ​ ​ 44,516 ​ 0.7% ​ ​ 39,691 ​ 2.1% ​ 89.2% Total ​ $ 6,226,547 ​ 100.0% ​ $ 1,878,649 ​ 100.0% ​ 30.2% (1) Components of revenue are presented after intersegment eliminations.
In 2022 and 2021, the Ultimate RV Show evolved to be a multi-channel experience that is both online and in store locations. These shows provide a strategic opportunity to expose first-time buyers and existing RV and outdoor sports enthusiasts to our product and services.
In addition, we enter into sporting event sponsorships, such as professional bull riders with the PBR Camping World Team Series, where we believe there to be a significant demographic overlap with RV and outdoor enthusiasts. Our Ultimate RV Show has evolved to be a multi-channel experience that is both online and in store locations.
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We believe our size and scale allows us to deliver exceptional value to our customers. Stewards of the RV Lifestyle. We believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV lifestyle.
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Good Sam Mission. Our Good Sam mission is to clear the path ahead and empower our customer’s joy of travel.
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Good Sam programs such as extended vehicle warranty programs, roadside assistance plans, vehicle and home insurance programs, and Good Sam TravelAssist travel protection plans help to ensure our customers’ health and safety while traveling, and our Good Sam Club, co-branded credit card and vehicle protection plans provide great value to keep our customers’ RVs in top shape while providing a host of discounts and services all designed to enhance the overall customer RV experience.
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We aim to accomplish this through the following four pillars: ​ ​ ​ ​ Our Travel Point of View Our Products and Services Our Customer Experience Our Emotional Benefit We believe that road trips and outdoor adventures don’t need to feel complex.
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By providing unique programs that promote the health, safety and protection of the RV community, the Company drives an unparalleled opportunity to build a large, loyal, and growing community of RV enthusiasts to whom we can provide our basket of products and services for years to come.
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We believe travel experiences should feel effortless and accessible, aided by our services and plans that simplify the journey for our customers. We design products and services that think ahead to support every part of the journey.
Removed
See Note 22 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.
Added
Our products and services are built to ensure that our customers have everything they need for a seamless travel experience, enabling our mission to empower joy in travel. We inspire confidence by being clear about our offerings. We aim to build trust through transparency and consistency, to ensure our customers feel confident and cared for at every step.
Removed
(2) Gross profit is presented exclusive of depreciation and amortization, which is presented separately in operating expenses. 8 Table of Contents Our broad product offerings allow us to target our customers’ needs with products and services focused towards recurring revenue, our installed base, and first-time buyers.
Added
From 2011 to date, we have continued to expand our footprint of RV dealerships through new store openings and acquisitions. In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”).
Removed
Our recurring revenues are also marketed to customers outside of purchasers of our new and used RVs and are often annual or multi-year plans, so these recurring revenues do not necessarily correlate to sales of new and used RVs.
Added
On March 1, 2023, our management determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”). The activities under the Active Sports Restructuring were substantially completed as of December 31, 2023.
Removed
Our Good Sam Services and Plans segment offerings include: ● Good Sam extended vehicle service contracts. We offer mechanical breakdown insurance underwritten and insured by a third party to members of the Good Sam Club. The contracts cover the cost of parts, labor and repairs to motorized and towable RVs as well as autos, pick-up trucks and sport utility vehicles.
Added
The total restructuring costs associated with the Active Sports Restructuring were $5.9 million. On January 17, 2024, we announced that we are reviewing potential strategic alternatives for our Good Sam business, which could include a potential sale, spin off or other disposition of the business. No decision has been made whether to proceed with any particular alternative.
Removed
The third party assumes full underwriting risk associated with the contracts and we are compensated on a commission basis. As of December 31, 2022, we had approximately 62,000 contracts in force underwritten by the third party. ● Good Sam roadside assistance plans .
Added
Segments and Offerings We operate two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail.
Removed
We offer roadside assistance plans for services such as towing, jump starting, tire changing, mobile mechanics and others. We contract with a third party to handle dispatch calls through its network of tow providers and we pay a fee per incident or call.
Added
Our Good Sam Services and Plans segment offerings include: ​ ​ ​ Protection Programs Ensuring travelers’ safety and financial security with comprehensive assistance and protection plans. Emergency Programs Provide immediate aid in critical situations, including Roadside Assistance for on-the-road issues and TravelAssist for medical emergencies during travel.
Removed
As of December 31, 2022, we had approximately 814,000 contracts in force under our emergency roadside assistance plan. ● Good Sam property and casualty insurance programs . We offer property and casualty insurance for RVs and other types of vehicles as well as home insurance underwritten by various insurance providers.
Added
Financial Protection Programs Offer financial security against unexpected events, encompassing Extended Service Plans for RV maintenance, Good Sam Insurance Agency for tailored insurance solutions, GAP Insurance, Windshield Protection, and Product Protection Plans for various assets.
Removed
We do not share the underwriting risk of the insurance programs and we receive a marketing fee based on the amount of premium paid to the insurance providers.
Added
Tire & Maintenance Programs Focus on preventative maintenance and tire care, featuring Paint & Fab to maintain the visual aesthetic and Tire & Wheel Protection to safeguard against tire-related mishaps. ​ 9 Table of Contents ​ ​ Campgrounds & Destinations Dedicated to enhancing the RV and outdoor experience by providing access to an extensive network of campgrounds and unique destinations.
Removed
For the year ended December 31, 2022, we sold, through third-party insurance providers, insurance policies with an aggregate net written premium of $319 million for which we earn a marketing fee. ● Good Sam TravelAssist travel protection . We offer travel protection plans designed to assist travelers with medical emergency situations.
Added
Good Sam Campgrounds Offers access to North America's largest network of campgrounds and RV parks, promoting a community-driven travel experience.
Removed
The plans provide 24/7 coverage for emergency medical evacuation, return-home services, emergency medical monitoring, as well as other travel assistance services. We contract with a third party to offer travel protection plans through Good Sam TravelAssist, where the third party assumes the underwriting risk through third-party underwriters.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, or if additional borrowings under our Real Estate Facilities (as defined in Note 9 — Long-Term Debt to our consolidated financial statements included in Item 8 of Part II of this Form 10-K) are unavailable, we may have to obtain additional financing.
If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, or if additional borrowings under our Real Estate Facilities (as defined in Note 10 — Long-Term Debt to our consolidated financial statements included in Item 8 of Part II of this Form 10-K) are unavailable, we may have to obtain additional financing.
ITEM 1A. RISK FACTORS RISK FACTORS Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with the other information included in this Form 10-K. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects.
ITEM 1A. RISK FACTORS Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with the other information included in this Form 10-K. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects.
Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section and this Form 10-K, as well as the following: ● our operating and financial performance and prospects; ● our quarterly or annual earnings or those of other companies in our industry compared to market expectations; ● conditions that impact demand for our services; ● future announcements concerning our business or our competitors’ businesses; ● the public’s reaction to our press releases, other public announcements and filings with the SEC; ● the size of our public float; ● coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● changes in laws or regulations which adversely affect our industry or us; 43 Table of Contents ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in senior management or key personnel; ● issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; ● changes in our dividend policy; ● adverse resolution of new or pending litigation against us; and ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section and this Form 10-K, as well as the following: ● our operating and financial performance and prospects; ● our quarterly or annual earnings or those of other companies in our industry compared to market expectations; ● conditions that impact demand for our services; ● future announcements concerning our business or our competitors’ businesses; ● the public’s reaction to our press releases, other public announcements and filings with the SEC; ● the size of our public float; ● coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; ● market and industry perception of our success, or lack thereof, in pursuing our growth strategy; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● changes in laws or regulations which adversely affect our industry or us; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in senior management or key personnel; ● issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; ● changes in our dividend policy; ● adverse resolution of new or pending litigation against us; and ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
The public health crisis caused by the COVID-19 pandemic and the measures taken by governments, businesses, including us and our vendors, and the public at large to limit COVID-19's spread have had, and could again have in the future, certain negative impacts on our business including product shortages and reduced customer demand for our products.
The public health crisis caused by COVID-19 and the measures taken by governments, businesses, including us and our vendors, and the public at large to limit COVID-19's spread had, and could again have in the future, certain negative impacts on our business including product shortages and reduced customer demand for our products.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Senior Secured Credit Facilities and Floor Plan Facility” in Item 7 of Part II of this Form 10-K and Note 9 — Long-Term Debt to our consolidated financial statements included in Item 8 of Part II of this Form 10-K.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Senior Secured Credit Facilities and Floor Plan Facility” in Item 7 of Part II of this Form 10-K and Note 10 — Long-Term Debt to our consolidated financial statements included in Item 8 of Part II of this Form 10-K.
In addition, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following: ● our Board of Directors is classified into three classes, each of which serves for a staggered three-year term; ● a majority of our stockholders or a majority of our Board of Directors may call special meetings of our stockholders, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairperson of our Board of Directors or a majority of our Board of Directors may call special meetings of our stockholders; ● we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; ● any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting; ● our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors and our amended and restated bylaws may be amended or repealed by a majority vote of our Board of Directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our amended and restated certificate of incorporation and our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least 66 2 / 3 % of the votes which all our stockholders would be entitled to cast in any annual election of directors and our amended and restated bylaws may also be amended or repealed by a majority vote of our Board of Directors; ● we require advance notice for stockholder proposals and nominations; and ● we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), however, our amended and restated certificate of incorporation contains provisions that are similar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees of Class B common stock).
In addition, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following: ● our Board of Directors is classified into three classes, each of which serves for a staggered three-year term; ● a majority of our stockholders or a majority of our Board of Directors may call special meetings of our stockholders, and until such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairperson of our Board of Directors or a majority of our Board of Directors may call special meetings of our stockholders; ● we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; ● any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, any action required or permitted to be taken 42 Table of Contents by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting; ● our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors and our amended and restated bylaws may be amended or repealed by a majority vote of our Board of Directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our amended and restated certificate of incorporation and our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least 66 2 / 3 % of the votes which all our stockholders would be entitled to cast in any annual election of directors and our amended and restated bylaws may also be amended or repealed by a majority vote of our Board of Directors; ● we require advance notice for stockholder proposals and nominations; and ● we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), however, our amended and restated certificate of incorporation contains provisions that are similar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees of Class B common stock).
Although we believe that our private brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as: ● potential mandatory or voluntary product recalls; ● our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods); ● our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; ● our ability to successfully administer and comply with obligations under license agreements that we have with the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met, could cause us to lose the licensing rights or pay damages; and ● other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.
Although we believe that our private brand products offer value to our customers at each price point and provide us with higher gross 28 Table of Contents margins than comparable third-party branded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as: ● potential mandatory or voluntary product recalls; ● our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods); ● our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; ● our ability to successfully administer and comply with obligations under license agreements that we have with the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met, could cause us to lose the licensing rights or pay damages; and ● other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.
The operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by our business and, if necessary, the availability of equity or debt capital.
The operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by our business and, if necessary, the availability of additional equity or debt capital.
Our retail dealer agreements with lenders are generally made on a location by location basis, and each retail location typically enters into multiple retail dealer agreements with multiple lending institutions. These retail dealer agreements may contain affirmative obligations that we must comply with.
Our retail dealer agreements with lenders are generally made on a location by location basis, and each store location typically enters into multiple retail dealer agreements with multiple lending institutions. These retail dealer agreements may contain affirmative obligations that we must comply with.
As discussed in Note 18 ─ Stockholders’ Equity to our consolidated financial statements included in Item 8 of Part II of this Form 10-K, we entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus Lemonis (“ML RV Group”), CVRV Acquisition LLC and CVRV Acquisition II LLC (the “Voting Agreement”).
As discussed in Note 19 ─ Stockholders’ Equity to our consolidated financial statements included in Item 8 of Part II of this Form 10-K, we entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus Lemonis (“ML RV Group”), CVRV Acquisition LLC and CVRV Acquisition II LLC (the “Voting Agreement”).
Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability, which will be affected by the conversion of certain subsidiaries, including Camping World, Inc., to limited liability companies (see Note 11 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability, which will be affected by the conversion of certain subsidiaries, including Camping World, Inc., to limited liability companies (see Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
In addition to the above risk factors a number of additional factors have historically affected, and will continue to affect, our same store revenue results, including: ● changes or anticipated changes to regulations related to some of the products we sell or to the localities in which we operate, such as the regulations passed in December 2021 by the California Air Resources Board that will prohibit the sale of gas-powered generators in California beginning in 2028; ● our ability to provide quality customer service that will increase our conversion of shoppers into paying customers; 21 Table of Contents ● atypical weather patterns; ● changes in our product mix; ● changes in sales of Good Sam services and plans and retention and renewal rates for our annually renewing Good Sam services and plans; and ● changes in pricing and average unit sales.
In addition to the above risk factors a number of additional factors have historically affected, and will continue to affect, our same store revenue results, including: ● changes or anticipated changes to regulations related to some of the products we sell or to the localities in which we operate, such as the regulations passed in December 2021 by the California Air Resources Board that will prohibit the sale of gas-powered generators in California beginning in 2028; ● our ability to provide quality customer service that will increase our conversion of shoppers into paying customers; ● atypical weather patterns; ● changes in our product mix; ● changes in sales of Good Sam services and plans and retention and renewal rates for our annually renewing Good Sam services and plans; and ● changes in pricing and average unit sales.
Other factors that may impact our ability to open or acquire new retail locations in new markets and to operate them profitably or acquire new businesses, product lines or categories, many of which are beyond our control, include: ● our ability to identify suitable acquisition opportunities or new locations, including our ability to gather and assess demographic and marketing data to determine consumer demand for our products in the locations we select or accurately assess profitability; ● our ability to negotiate favorable lease agreements; ● our ability to secure product lines; ● delays in the entitlement process, the availability of construction materials and labor for new retail locations and significant construction delays or cost overruns; ● our ability to secure required third-party or governmental permits and approvals; ● our ability to hire and train skilled store operating personnel, especially management personnel; 19 Table of Contents ● our ability to provide a satisfactory mix of merchandise that is responsive to the needs of our customers living in the geographic areas where new retail locations are built or acquired; ● our ability to supply new retail locations with inventory in a timely manner; ● our competitors building or leasing retail locations near our retail locations or in locations we have identified as targets; and ● regional economic and other factors in the geographic areas where we expand.
Other factors that may impact our ability to open or acquire new store locations in new markets and to operate them profitably or acquire new businesses, product lines or categories, many of which are beyond our control, include: ● our ability to identify suitable acquisition opportunities or new locations, including our ability to gather and assess demographic and marketing data to determine consumer demand for our products in the locations we select or accurately assess profitability; ● our ability to negotiate favorable lease agreements; ● our ability to secure product lines; ● delays in the entitlement process, the availability of construction materials and labor for new store locations and significant construction delays or cost overruns; ● our ability to secure required third-party or governmental permits and approvals; ● our ability to hire and train skilled store operating personnel, especially management personnel; ● our ability to provide a satisfactory mix of merchandise that is responsive to the needs of our customers living in the geographic areas where new store locations are built or acquired; ● our ability to supply new store locations with inventory in a timely manner; ● our competitors building or leasing store locations near our store locations or in locations we have identified as targets; and ● regional economic and other factors in the geographic areas where we expand.
In connection with our IPO, CWGS, LLC entered into the CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners are entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of 39 Table of Contents the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units.
In connection with our IPO, CWGS, LLC entered into the CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners are entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units.
For example, recent amendments to the Safeguards Rule of the Gramm-Leach-Bliley Act will require covered financial institutions to adopt specific data security measures effective as of June 9, 2023. In addition, customers have a high expectation that we will adequately protect their personal information from cyberattack or other security breaches.
For example, amendments to the Safeguards Rule of the Gramm-Leach-Bliley Act require covered financial institutions to adopt specific data security measures as of June 9, 2023. In addition, customers have a high expectation that we will adequately protect their personal information from cyberattack or other security breaches.
Subject to the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors including transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.
Subject to the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, may approve or disapprove substantially all transactions 36 Table of Contents and other matters requiring approval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors including transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.
Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control.
Expectations around the company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control.
Our business depends in part on developing and maintaining productive relationships with third-party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2022, we sourced our products from over 2,800 domestic and international vendors.
Our business depends in part on developing and maintaining productive relationships with third-party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2023, we sourced our products from over 2,800 domestic and international vendors.
We use IT Systems for external and internal functions, such as to support product sales, our Good Sam services and plans, manage procurement and our supply chain, track inventory information at our retail locations, communicate customer information and aggregate daily sales, margin and promotional information. We also use IT Systems to report and audit our operational results.
We use IT Systems for external and internal functions, such as to support product sales, our Good Sam services and plans, manage procurement and our supply chain, track inventory information at our store locations, and to communicate customer information, aggregate daily sales, margin and promotional information. We also use IT Systems to report and audit our operational results.
As a result of the foregoing, (i) we could be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we 38 Table of Contents would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits.
As a result of the foregoing, (i) we could be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits.
In addition to business interruption, our retail business is subject to substantial risk of property loss due to the concentration of property at our retail locations.
In addition to business interruption, our retail business is subject to substantial risk of property loss due to the concentration of property at our store locations.
In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services. We depend on merchandise purchased from our vendors to obtain products for our retail locations.
In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services. We depend on merchandise purchased from our vendors to obtain products for our store locations.
Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. Our dealer agreements with manufacturers are generally made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers. These dealer agreements may contain affirmative obligations that we must comply with.
Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. Our dealer agreements with manufacturers are generally made on a location-by-location basis, and each store location typically enters into multiple dealer agreements with multiple manufacturers. These dealer agreements may contain affirmative obligations that we must comply with.
The public health crisis caused by the COVID-19 pandemic and the measures taken by governments, businesses, including us and our vendors, and the public at large to limit the impact of COVID-19 had, and could again have in the future, certain negative impacts on our business including, without limitation, the following: 23 Table of Contents ● delays in the delivery of certain products from our vendors as a result of shipping delays; ● temporary facility closures, production slowdowns and disruption to operations; ● increased product costs or shortages; ● traffic at our retail locations or reduced demand for our products and services; ● labor shortages including for key positions; ● financial impacts that could cause one or more of our counterparty financial institutions to fail or default on their obligations to us or for us to default on one or more of our credit agreements; ● potential significant impairment charges with respect to noncurrent assets, including goodwill, other intangible assets, and other long-lived assets, as well as inventory whose fair values may be negatively affected ; and ● heightened cybersecurity risks during periods of increased remote working.
The public health crisis caused by COVID-19 and the measures taken by governments, businesses, including us and our vendors, and the public at large to limit the impact of COVID-19 had, and could again have in the future, certain negative impacts on our business including, without limitation, the following: ● delays in the delivery of certain products from our vendors as a result of shipping delays; ● temporary facility closures, production slowdowns and disruption to operations; ● increased product costs or shortages; ● traffic at our store locations or reduced demand for our products and services; ● labor shortages including for key positions; ● financial impacts that could cause one or more of our counterparty financial institutions to fail or default on their obligations to us or for us to default on one or more of our credit agreements; ● potential significant impairment charges with respect to noncurrent assets, including goodwill, other intangible assets, and other long-lived assets, as well as inventory whose fair values may be negatively affected; and ● heightened cybersecurity risks during periods of increased remote working.
Deteriorating economic conditions as a result of federal government action to control inflation, such as higher interest rates, increased unemployment, financial market uncertainty, decreases in disposable income, declines in consumer confidence, economic slowdowns or recessions may negatively impact credit conditions or credit worthiness of our customers, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates.
Deteriorating economic conditions as a result of federal government action to control inflation, such as higher interest rates, increased unemployment, financial market uncertainty, decreases in disposable income, declines in consumer confidence, economic slowdowns or recessions has negatively impacted and may in the future negatively impact credit conditions or credit worthiness of our customers, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates.
The COVID-19 pandemic has had, and could have in the future, certain negative impacts on our business, and such impacts may have a material adverse effect on our results of operations, financial condition and cash flows. Other future pandemics or health crises may have similar material adverse impacts on our business.
COVID-19 had, and could have in the future, certain negative impacts on our business, and such impacts may have a material adverse effect on our results of operations, financial condition and cash flows. Other future pandemics or health crises may have similar material adverse impacts on our business.
See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Item 8 of Part II of this Form 10-K for a discussion of impairment charges for the year ended December 31, 2022.
See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Item 8 of Part II of this Form 10-K for a discussion of impairment charges for the year ended December 31, 2023.
See “— Risks Relating to Ownership of Our Class A Common Stock.” 37 Table of Contents Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.
See “— Risks Relating to Ownership of Our Class A Common Stock.” Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.
The Voting Agreement allows for the Board of Directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the 35 Table of Contents Board of Directors’ fiduciary duties to the Company’s stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the Board of Directors’ Nominating and Corporate Governance Committee.
The Voting Agreement allows for the Board of Directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the Board of Directors’ fiduciary duties to the Company’s stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the Board of Directors’ Nominating and Corporate Governance Committee.
Finally, the size, timing, and integration of any future new retail location openings or acquisitions or the acquisition of new businesses, product lines or categories may cause substantial fluctuations in our results of operations from quarter to quarter.
Finally, the size, timing, and integration of any future new store location openings or acquisitions or the acquisition of new businesses, product lines or categories may cause substantial fluctuations in our results of operations from quarter to quarter.
Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of damages. These claims could have a material adverse effect on our business, financial condition and results of operations.
Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against 33 Table of Contents us or the payment of damages. These claims could have a material adverse effect on our business, financial condition and results of operations.
Some of our systems are not fully redundant, and our 33 Table of Contents disaster recovery planning cannot account for all eventualities. The COVID-19 pandemic also presented additional operational and cybersecurity risks due to the prevalence of work-from-home arrangements. We expect cyberattacks to accelerate going forward.
Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The COVID-19 pandemic also presented additional operational and cybersecurity risks due to the prevalence of work-from-home arrangements. We expect cyberattacks to accelerate going forward.
The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity.
The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property 37 Table of Contents that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity.
Due to fluctuations in the U.S. economy, our sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, we are subject to economic fluctuations in local 16 Table of Contents markets that may not reflect the economic conditions of the U.S. economy.
Due to fluctuations in the U.S. economy, our sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, we are subject to economic fluctuations in local markets that may not reflect the economic conditions of the U.S. economy.
Other future pandemics or health crises may have similar material adverse impacts on our business. We may not successfully execute or achieve the expected benefits of our 2019 Strategic Shift or cost cutting or restructuring initiatives. The 2019 Strategic Shift may result in further asset impairment charges and adversely affect the Company's business.
Other future pandemics or health crises may have similar material adverse impacts on our business. We may not successfully execute or achieve the expected benefits of our cost cutting or restructuring initiatives. The restructuring initiatives may result in further asset impairment charges and adversely affect the Company's business.
For example, in February 2022, we announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”).
For example, in February 2022, we announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information, including Confidential Information (the “Cybersecurity Incident”).
As a result, our foreign imports, in particular imports from China, subject us to the risks of changes in, or the imposition of new import tariffs, duties or quotas, new restrictions on imports, loss of “most favored nation” status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations and economic uncertainties.
As a result, our foreign imports, in particular imports from China, subject us to the risks of changes in, or the imposition of new import tariffs, duties or quotas, new restrictions on imports, loss of “most favored nation” status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, trade route challenges due to global political tensions, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations and economic uncertainties.
Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of our manufacturers, 17 Table of Contents particularly Thor Industries, Inc. and Forest River, Inc., could have a substantial adverse impact on our business.
Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc., could have a substantial adverse impact on our business.
The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control.
The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including 21 Table of Contents consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control.
Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.
Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable 39 Table of Contents Agreement.
We have historically incurred additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs.
We have historically incurred additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our store locations and program costs.
Threat actors are becoming more sophisticated and difficult to anticipate or deflect as they increasingly use tools and techniques designed to circumvent security controls, to avoid detection, and to remove forensic evidence that may be needed to effectively identify, investigate and remediate attacks.
Threat actors are becoming more sophisticated and difficult to anticipate or deflect as they increasingly use tools and techniques, including artificial intelligence designed to circumvent security controls, to avoid detection, and to remove forensic evidence that may be needed to effectively identify, investigate and remediate attacks.
As such, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our Board of Directors, an entirely independent Nominating and Corporate Governance Committee, an entirely 36 Table of Contents independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.
As such, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our Board of Directors, an entirely independent Nominating and Corporate Governance Committee, an entirely independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.
Long-lived assets, operating lease assets, identifiable intangible 28 Table of Contents assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows.
Long-lived assets, operating lease assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows.
As of December 31, 2022, we had up to $1.7 billion in maximum borrowing capacity under our Eighth Amended and Restated Credit Agreement for floor plan financing (the “Floor Plan Facility”) (see Note 4 ─ Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
As of December 31, 2023, we had up to $1.85 billion in maximum borrowing capacity under our Eighth Amended and Restated Credit Agreement for floor plan financing (the “Floor Plan Facility”) (see Note 4 ─ Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
Additionally, SG&A expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the timing of acquisitions and the seasonality of our business.
Additionally, SG&A expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of our business.
A significant breach of club member, customer, employee, supplier, or company data could attract a substantial amount of negative media attention, damage our club member, customer and supplier relationships and our reputation, and result in lost sales, fines and/or lawsuits, and new laws such as the CCPA impose statutory damages for certain types of data breaches that affect the personal information of consumers.
A significant breach of Confidential Information, including personal information, could attract a substantial amount of negative media attention, damage our club member, customer and supplier relationships and our reputation, and result in lost sales, fines and/or lawsuits, and new laws such as the CCPA impose statutory damages for certain types of data breaches that affect the personal information of consumers.
Any such excise tax would be a liability of the Company and could increase the amount of tax that we are required to pay. Risks related to Regulation and Litigation Our business is subject to numerous federal, state and local regulations.
Any such excise tax would be a liability of the Company and could increase the amount of tax that we are required to pay. 29 Table of Contents Risks related to Regulation and Litigation Our business is subject to numerous federal, state and local regulations.
Retail installment sales contracts are typically assigned by us to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contracts have been assigned.
Retail installment sales contracts are typically assigned by us to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom 27 Table of Contents pre-arranged assignment agreements have been determined, and to whom the retail installment sales contracts have been assigned.
For information regarding these lawsuits, refer to Note 13, Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K. The results of the securities class action lawsuits, shareholder derivative lawsuits, and any other future legal proceedings cannot be predicted with certainty.
For information regarding these lawsuits, refer to Note 14, Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K. The results of the securities class action lawsuits, stockholder derivative lawsuits, and any other future legal proceedings cannot be predicted with certainty.
Any Class A common stock that we issue, including under our 2016 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership of holders of our Class A common stock.
Any Class A common stock that we issue, 41 Table of Contents including under our 2016 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership of holders of our Class A common stock.
Outcomes from these audits could have an adverse effect on our operating results and financial condition. Our Class A common stock price may be volatile or may decline regardless of our operating performance.
Outcomes from these audits could have an adverse effect on our operating results and financial condition. 44 Table of Contents Our Class A common stock price may be volatile or may decline regardless of our operating performance.
In addition, one or more of these analysts could downgrade our Class A common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our Class A common stock could decline. ​
In addition, one or more of these analysts could downgrade our Class A common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our Class A common stock could decline. ​ 45 Table of Contents
At December 31, 2022, we had an aggregate of 202,428,913 shares of Class A common stock authorized but unissued, including 42,044,536 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units held by the Continuing Equity Owners.
At December 31, 2023, we had an aggregate of 202,428,913 shares of Class A common stock authorized but unissued, including 40,044,536 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units held by the Continuing Equity Owners.
In addition, because our Board of Directors is responsible for appointing the members of our 41 Table of Contents management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.
In addition, because our Board of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.
There can be no assurance that our subsidiaries will generate sufficient cash flow to dividend or distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such dividends or distributions.
There can be no assurance that our subsidiaries will generate 38 Table of Contents sufficient cash flow to dividend or distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such dividends or distributions.
We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits. We have been subject to securities class action litigation and may be subject to similar 34 Table of Contents or other litigation in the future.
We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits. We have been subject to securities class action litigation and may be subject to similar or other litigation in the future.
In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Certain subsidiaries are currently under U.S. federal audit (see Note 11 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. We are currently under California state audit (see Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
Disruptions or breaches involving our or our third-party providers’ information technology systems or network security could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.
Disruptions or breaches involving our or our third-party providers’ IT Systems or Confidential Information could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.
Failure to comply with the Sarbanes-Oxley Act could potentially subject us 42 Table of Contents to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources.
Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources.
We also rely on our retail locations to attract and retain customers and to build our customer database.
We also rely on our store locations to attract and retain customers and to build our customer database.
If we close retail locations, are unable to open or acquire new retail locations due to general economic conditions or otherwise, or experience declines in customer transactions in our existing retail locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.
If we close store locations, are unable to open or acquire new store locations on the timelines we anticipate or at all due to general economic conditions or otherwise, or experience declines in customer transactions in our existing store locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.
Major competitive factors that drive the RV, outdoor and active sports markets are price, product and service features, technology, performance, reliability, quality, 18 Table of Contents availability, variety, delivery and customer service.
Major competitive factors that drive the RV, outdoor and active sports markets are price, product and service features, technology, performance, reliability, quality, availability, variety, delivery and customer service.
We 32 Table of Contents rely extensively on our information technology systems to process transactions, summarize results and manage our business. Additionally, because we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (the “PCI Standard”), issued by the Payment Card Industry Security Standards Council.
We rely extensively on our information technology systems to process transactions, summarize results and manage our business. Additionally, because we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI-DSS”), issued by the Payment Card Industry Security Standards Council.
Please see “— Risks Relating to Our Organizational Structure — Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, has substantial control over us, including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours.” Our amended and restated certificate of incorporation provides, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Please see “— Risks Relating to Our Organizational Structure — Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, has substantial control over us, including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours.” Our amended and restated certificate of incorporation provides, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, and our amended and restated bylaws designate the federal district courts of the United States as the exclusive forum for actions arising under the Securities Act of 1933, as amended, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
The process of identifying subtenants and negotiating lease terminations had been delayed in part due to the COVID-19 pandemic and is expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals and the costs may be greater than expected.
The process of identifying subtenants and negotiating lease terminations was delayed initially in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals and the costs may be greater than expected.
Contracts in transit are included in current assets in our consolidated financial statements included in Item 8 of Part II of this Form 10-K and totaled $50.3 million and $57.7 million as of December 31, 2022 and December 31, 2021, respectively.
Contracts in transit are included in current assets in our consolidated financial statements included in Item 8 of Part II of this Form 10-K and totaled $60.2 million and $50.3 million as of December 31, 2023 and December 31, 2022, respectively.
We are also vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our electronic data and information assets, in addition to damage or interruption from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures and similar incidents.
Thus, we remain vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our Confidential Information, in addition to damage or interruption to our IT Systems and Confidential Information from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures and similar incidents.
Climate change may impact the frequency and/or intensity of such events as well as cause chronic changes, such as changes in temperature or precipitation patterns or sea-level rise, that may also have an adverse impact on our operations, including but not limited to a change in consumer behavior.
Climate change may impact the frequency and/or intensity of such events as well as cause chronic changes, such as changes in temperature or precipitation patterns or sea-level rise, that may also have an adverse impact on our operations, including but not limited to a change in consumer behavior, including with respect to the degree to which travel and recreational activities remain attractive.
The Inflation Reduction Act of 2022 was recently signed into law, which, among other things, imposed a new 1% excise tax on the fair market value of stock redeemed or repurchased by publicly traded corporations on or after January 1, 2023, subject to certain exceptions. The Company maintains a stock repurchase program.
The Inflation Reduction Act of 2022 among other things, imposes a 1% excise tax on the fair market value of stock redeemed or repurchased by publicly traded corporations on or after January 1, 2023, subject to certain exceptions. The Company maintains a stock repurchase program.
Some of the products we sell may expose us to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions.
We may be subject to product liability claims if people or property are harmed by the products we sell. Some of the products we sell may expose us to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions.
Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans would negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business.
Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans has, at times, negatively affected and could in the future negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business. For instance, our Active Customers declined in 2023.
We depend on our relationships with third-party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on our business and results of operations.
Any of these events could have a material adverse effect on our business, financial condition and results of operations. 25 Table of Contents We depend on our relationships with third-party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on our business and results of operations.
Areas of our business also affected by laws and regulations include, but are not limited to, labor (including federal and state minimum wage increases), advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety.
Our business is also affected by other laws and regulations including, but not limited to, labor (including federal and state minimum wage and overtime requirements), advertising, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety.
If we do not, or are perceived to not, take sufficient action to address ESG matters and related stakeholder expectations, we may suffer reputational damage and may be subject to investor or regulator engagement, even if our efforts are currently voluntary.
If we do not, or are perceived to not, take sufficient action to address ESG matters and related stakeholder expectations, we may suffer reputational damage and may be subject to investor or regulator engagement, even if our efforts are currently voluntary. Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters.
Any errors or vulnerabilities in our IT Systems, damage to or failure of our IT Systems, or significant breach of club member, customer, employee, supplier, or company data, could result in interruptions in our services, noncompliance with certain regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, lawsuits, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
Any adverse impact to the availability, integrity, or confidentiality of our IT Systems, or Confidential Information could result in interruptions in our services, noncompliance with certain laws and regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, lawsuits, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
We rely on the integrity, security and successful functioning of our information technology systems and network infrastructure (collectively, “IT Systems”) across our operations. While we own and operate certain parts of our IT Systems, we also rely on critical third-party service providers for an array of software, technologies, tools and services.
We rely on the integrity, security and successful functioning of our computer systems, hardware, software, technology infrastructure, and online sites and networks (collectively, “IT Systems”) across our operations. While we own and operate certain parts of our IT Systems, we also rely on critical third-party service providers for an array of IT Systems and related products and services.
In addition, unusually severe weather conditions in some geographic areas may impact demand. On average, over the three years ended December 31, 2022, we have generated 31.0% and 29.0% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer months.
In addition, unusually severe weather conditions in some geographic areas may impact demand. On average, over the three years ended December 31, 2023, we generated 30.5% and 27.4% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer 22 Table of Contents months.
From 2015 to 2022, new vehicle travel trailer units as a percent of total new vehicles increased from 62% to 76% of total new vehicle unit sales but from 2015 to 2022 our average selling price of a new vehicle unit increased from $39,853 to $45,834.
From 2015 to 2023, new vehicle travel trailer units as a percent of total new vehicles increased from 62% to 75% of total new vehicle unit sales but from 2015 to 2023, our average selling price of a new vehicle unit increased from $39,853 to $43,866.
To the extent that any foreign manufacturers which supply products to us directly or indirectly utilize quality control standards, labor practices or other practices that vary from those legally mandated or commonly accepted in the United States, we could be hurt by a variety of adverse impacts, including but not limited to any resulting negative publicity or, in some cases, face potential liability or a denial of import for our products. 26 Table of Contents A portion of our net income is from financing, insurance and extended service contracts, which depend on third-party lenders and insurance companies.
To the extent that any foreign manufacturers which supply products to us directly or indirectly utilize quality control standards, labor practices or other practices that vary from those legally mandated or commonly accepted in the United States, we could be hurt by a variety of adverse impacts, including but not limited to any resulting negative publicity or, in some cases, face potential liability or a denial of import for our products.

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Item 2. Properties

Properties — owned and leased real estate

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(2) The Company intends to transition the existing corporate headquarters and RV and Outdoor Retail headquarters before the current lease expires in 2024 to a new Lincolnshire, IL office building. The new location, purchased in October 2022, consists of 42,845 square feet and is located on 3.45 acres. (3) The Company closed this distribution center in January 2023.
(2) The Company transitioned the corporate headquarters and RV and Outdoor Retail headquarters during the first quarter of 2024 to a new Lincolnshire, IL office building. The new location, purchased in October 2022, consists of 42,845 square feet and is located on 3.45 acres.
The table below sets forth certain information concerning our offices and distribution centers as of December 31, 2022, and the lease expiration dates include all stated option periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Feet Acres Lease Expiration (1) ​ Owned Office Facilities: ​ ​ ​ ​ ​ ​ ​ ​ Lincolnshire, Illinois (Corporate headquarters and RV and Outdoor Retail headquarters) (2) ​ 33,090 ​ ​ ​ 2024 ​ ​ Englewood, Colorado (Good Sam Services and Plans operations, customer contact and service center and information system functions) ​ 59,704 ​ ​ ​ 2054 ​ ​ Bowling Green, Kentucky (RV and Outdoor Retail administrative and information systems functions) ​ 33,947 ​ ​ ​ 2054 ​ ​ Oxnard, California (Good Sam Services and Plans publishing and administrative) ​ 10,254 ​ ​ ​ 2024 ​ ​ Lakeville, Minnesota (RV and Outdoor Retail administrative and information systems functions) ​ 11,961 ​ ​ ​ 2047 ​ ​ St.
The table below sets forth certain information concerning our offices and distribution centers as of December 31, 2023, and the lease expiration dates include all stated option periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Feet Acres Lease Expiration (1) ​ Owned Office Facilities: ​ ​ ​ ​ ​ ​ ​ ​ Lincolnshire, Illinois (Corporate headquarters and RV and Outdoor Retail headquarters) (2) ​ 33,090 ​ ​ ​ 2024 ​ ​ Englewood, Colorado (Good Sam Services and Plans operations, customer contact and service center and information system functions) ​ 59,704 ​ ​ ​ 2054 ​ ​ Bowling Green, Kentucky (RV and Outdoor Retail administrative and information systems functions) ​ 33,947 ​ ​ ​ 2054 ​ ​ Oxnard, California (Good Sam Services and Plans publishing and administrative) ​ 10,254 ​ ​ ​ 2025 ​ ​ Lakeville, Minnesota (RV and Outdoor Retail administrative and information systems functions) ​ 11,961 ​ ​ ​ 2047 ​ ​ Chicago, Illinois (Administrative and information systems functions) ​ 15,976 ​ ​ ​ 2039 ​ ​ Elkhart, Indiana (RV furniture distributor corporate headquarters) ​ 11,333 ​ ​ ​ ​ ​ X Retail Distribution Centers: ​ ​ ​ ​ ​ ​ ​ ​ Lebec, CA ​ 389,160 ​ 32.9 ​ 2026 ​ ​ Lebanon, Indiana ​ 707,952 ​ 32.3 ​ 2040 ​ ​ Elkhart, Indiana (County Road) (3) ​ 256,652 ​ 14.3 ​ ​ ​ X Elkhart, Indiana (Chelsea) (3) ​ 115,991 ​ 11.4 ​ 2029 ​ ​ ​ (1) Assumes exercise of applicable lease renewal options.
The leases for our retail locations typically have terms of 15 to 20 years, with multiple renewal terms of five years each. These leases are typically “triple net leases” that require us to pay real estate taxes, insurance and maintenance costs. ​ ​ 45 Table of Contents ​
These leases are typically “triple net leases” that require us to pay real estate taxes, insurance and maintenance costs. ​ 48 Table of Contents
As of December 31, 2022, we had 197 retail locations in 42 states of which we lease 159 locations. These locations generally range in size from approximately 20,000 to 80,000 square feet and are typically situated on approximately 8 to 50 acres.
These locations generally range in size from approximately 20,000 to 80,000 square feet and are typically situated on approximately 8 to 50 acres. The leases for our store locations typically have terms of 15 to 20 years, with multiple renewal terms of five years each.
The Company expects to subsequently sell or lease the property. (4) This property in St. Paul, Minnesota functions as the distribution center for the specialty retail products within the RV and Outdoor Retail segment. (5) These separate properties in Elkhart, Indiana function together as the distribution center for the RV furniture products within the RV and Outdoor Retail segment.
(3) These separate properties in Elkhart, Indiana function together as the distribution center for the RV furniture products within the RV and Outdoor Retail segment. As of December 31, 2023, we had 202 store locations in 43 states of which we lease 159 locations.
Removed
Paul, Minnesota (RV and Outdoor Retail administrative and information systems functions) ​ 19,364 ​ ​ ​ 2027 ​ ​ Chicago, Illinois (Administrative and information systems functions) ​ 15,976 ​ ​ ​ 2039 ​ ​ Elkhart, Indiana (RV furniture distributor corporate headquarters) ​ 11,333 ​ ​ ​ 2029 ​ ​ Retail Distribution Centers: ​ ​ ​ ​ ​ ​ ​ ​ Bakersfield, California ​ 169,123 ​ 13.1 ​ 2053 ​ ​ Lebec, CA ​ 389,160 ​ 32.9 ​ 2026 ​ ​ Franklin, Kentucky (3) ​ 250,000 ​ 33.0 ​ ​ ​ X Lebanon, Indiana ​ 707,952 ​ 32.3 ​ 2040 ​ ​ St.
Removed
Paul, Minnesota (Owasso) (4) ​ 100,548 ​ 8.1 ​ 2027 ​ ​ Elkhart, Indiana (County Road) (5) ​ 256,652 ​ 14.3 ​ ​ ​ X Elkhart, Indiana (Protecta) (5) ​ 31,900 ​ 2.4 ​ 2023 ​ ​ Elkhart, Indiana (Chelsea) (5) ​ 115,991 ​ 11.4 ​ 2029 ​ ​ ​ (1) Assumes exercise of applicable lease renewal options.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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ITEM 3. LEGAL PROCEEDINGS For information regarding legal proceedings, refer to Note 13 – Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
ITEM 3. LEGAL PROCEEDINGS For information regarding legal proceedings, refer to Note 14 – Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Malone has served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., a formerly public company, since October 2016 as well as the boards of various nonprofit organizations. Mr. Malone has served on the board of Don Stevens, LLC, a private company, since May 2021. Mr.
Malone has served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., formerly a public company, since October 2016 as well as the boards of various nonprofit organizations. Mr. Malone has served on the board of Don Stevens, LLC, a private company, since May 2021. Mr.
Cassidy has served on the Board of Directors of Camping World Holdings, Inc. since March 2016 and on the Board of Directors of CWGS, LLC since March 2011. Mr. Cassidy is co-president and a partner at Crestview, which he joined in 2004, and currently serves as head of Crestview’s media and communications strategy. Mr.
Cassidy has served on the Board of Directors of Camping World Holdings, Inc. since March 2016 and on the Board of Directors of CWGS, LLC since March 2011. Mr. Cassidy is the president and a partner at Crestview, which he joined in 2004, and currently serves as head of Crestview’s media and communications strategy. Mr.
Cassidy currently serves as a director of WideOpenWest, Inc., since December 2015, and Viad Corp., since August 2020, and has served as a director of various private companies, including Hornblower Holdings since April 2018, Congruex LLC since November 2017, FC3 since November 2020, Digicomm since August 2020 and as chairman of TenCate Grass since September 2021. Mr.
Cassidy currently serves as a director of WideOpenWest, Inc., since December 2015, and Viad Corp., since August 2020, and has served as a director of various private companies, including Hornblower Holdings since April 2018, Congruex LLC since November 2017, FC3 since November 2020, Digicomm since August 2020 and is chairman of TenCate Grass since September 2021. Mr.
Cassidy’s private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings make him well qualified to serve on our Board of Directors. Mary J. George has served on the Board of Directors of Camping World Holdings, Inc. since January 2017. Ms.
Cassidy’s private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings make him well qualified to serve on our Board of Directors. Mary J. George has served on the Board of Directors of Camping World Holdings, Inc. since January 2017.
George’s experience in sales, marketing and general management in the consumer products industry, as well as success in the development of internationally renowned branded products, provides our Board of Directors with greater insight in the areas of product branding and strategic growth in the consumer products industry, and make her well-qualified to serve on our Board of Directors. 48 Table of Contents Michael W.
George’s experience in sales, marketing and general management in the consumer products industry, as well as success in the development of internationally renowned branded products, provides our Board of Directors with greater insight in the areas of product branding and strategic growth in the consumer products industry, and make her well-qualified to serve on our Board of Directors. 51 Table of Contents Michael W.
Mr. Lemonis received a B.A. from Marquette University. Mr. Lemonis’ extensive experience in retail, RV and automotive, business operations and entrepreneurial ventures makes him well qualified to serve on our Board of Directors. 46 Table of Contents Brent L.
Mr. Lemonis received a B.A. from Marquette University. Mr. Lemonis’ extensive experience in retail, RV and automotive, business operations and entrepreneurial ventures makes him well qualified to serve on our Board of Directors. 49 Table of Contents Brent L.
Baltins’ over 40-year legal career as an advisor to numerous public and private companies and his experience in the areas of complex business transactions, mergers and acquisitions and corporate law make him well qualified to serve on our Board of Directors. 47 Table of Contents Brian P.
Baltins’ over 40-year legal career as an advisor to numerous public and private companies and his experience in the areas of complex business transactions, mergers and acquisitions and corporate law make him well qualified to serve on our Board of Directors. Brian P.
Additionally, Ms. George served as executive chairman of Ju-Ju-Be, a private retailer of premium diaper bags and other baby products, from January 2018 to September 2022. Ms. George has been a founding partner of Morningstar Capital Investments, LLC, an investment firm, since 2001. Ms.
George also served as executive chairman of Ju-Ju-Be, a private company and retailer of premium diaper bags and other baby products from January 2018 to September 2022. Ms. George has been a founding partner of Morningstar Capital Investments, LLC, an investment firm, since 2001. Ms.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. Information About Our Executive Officers and Directors The following table provides information regarding the Company’s executive officers and directors (ages are as of February 23, 2023): ​ ​ ​ ​ ​ Name Age Position(s) Marcus A. Lemonis ​ 49 ​ Chairman and Chief Executive Officer Brent L.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. Information About Our Executive Officers and Directors The following table provides information regarding the Company’s executive officers and directors (ages are as of February 26, 2024): ​ ​ ​ ​ ​ Name Age Position(s) Marcus A. Lemonis ​ 50 ​ Chairman and Chief Executive Officer Brent L.
George has also served on the board of ASP Conair Holdings LP, owner of Conair Corporation, a private company that sells small appliances, personal care, and health and beauty products, since January 2022 and on the board of Hyduro, Inc., a private company that sells a mobile connected smart water bottle cap designed to optimize personal hydration by providing timely feedback, since March 2022.
She has also served on the board of Hyduro, Inc., a private company and developer of a mobile connected smart water bottle cap, designed to optimize personal hydration by providing timely feedback, since March 2022. Ms.
He has been a member of the law firm of Kaplan, Strangis and Kaplan, P.A. since 1979. Mr. Baltins serves as a director of various private and nonprofit corporations, including Adams Outdoor Advertising, Inc. Mr. Baltins previously served as a director of Polaris Industries, Inc. from 1995 until 2011. Mr.
Baltins serves as a director of various private and nonprofit corporations, including Adams Outdoor Advertising, Inc. Mr. Baltins previously served as a director of Polaris Industries, Inc. from 1995 until 2011. Mr. Baltins received a J.D. from the University of Minnesota Law School and a B.A. from Yale University. Mr.
Dillon Schickli ​ 69 ​ Director Set forth below is a description of the background of each of the Company’s executive officers and directors. Marcus A.
Cassidy ​ 50 ​ Director Mary J. George ​ 73 ​ Director Michael W. Malone ​ 65 ​ Director K. Dillon Schickli ​ 70 ​ Director Set forth below is a description of the background of each of the Company’s executive officers and directors. Marcus A.
Wagner received a B.S. degree in Finance and Operations and Supply Chain from Marquette University. Andris A. Baltins has served on the Board of Directors of Camping World Holdings, Inc. since March 2016, on the Board of Directors of CWGS, LLC since February 2011 and on the Board of Directors of Good Sam Enterprises, LLC since February 2006.
Baltins has served on the Board of Directors of Camping World Holdings, Inc. since March 2016, on the Board of Directors of CWGS, LLC since February 2011 and on the Board of Directors of Good Sam Enterprises, LLC since February 2006. He has been a member of the law firm of Kaplan, Strangis and Kaplan, P.A. since 1979. Mr.
Moody ​ 61 ​ President and Director Karin L. Bell ​ 63 ​ Chief Financial Officer Matthew D. Wagner ​ 37 ​ Chief Operating Officer Andris A. Baltins ​ 77 ​ Director Brian P. Cassidy ​ 49 ​ Director Mary J. George ​ 72 ​ Director Michael W. Malone ​ 64 ​ Director K.
Moody ​ 62 ​ President and Director Karin L. Bell ​ 64 ​ Chief Financial Officer Matthew D. Wagner ​ 38 ​ Chief Operating Officer Lindsey J. Christen ​ 43 ​ Chief Administrative and Legal Officer and Secretary Thomas E. Kirn ​ 37 ​ Chief Accounting Officer Andris A. Baltins ​ 78 ​ Director Brian P.
Removed
Baltins received a J.D. from the University of Minnesota Law School and a B.A. from Yale University. Mr.
Added
Wagner received a B.S. degree in Finance and Operations and Supply Chain from Marquette University. Lindsey J. Christen has served as Chief Administrative and Legal Officer of Camping World Holdings, Inc. and its subsidiaries since July 2023. Ms.
Added
Christen previously served as Executive Vice President of Camping World Holdings, Inc. and its subsidiaries from February 2022 until July 2023 and General Counsel and Secretary of Camping World Holdings, Inc. and CWGS, LLC and its subsidiaries since June 2020. Ms.
Added
Christen previously served as Senior Vice President of CWGS, LLC and its subsidiaries from June 2020 to February 2022, as Assistant General Counsel of Good Sam Enterprises, LLC, Camping World, Inc. and FreedomRoads, LLC from 2011 until June 2020, and Corporate Counsel of Camping World, Inc. and FreedomRoads, LLC from 2008 to 2011. Ms.
Added
Christen received a J.D. from Brooklyn Law School in 2007 and a B.A. from Villanova University. Thomas E. Kirn has served as the Company’s Chief Accounting Officer since September 2020. Mr. Kirn joined the Company in September 2019 as the Chief Financial Officer for FreedomRoads, LLC (“FreedomRoads”), an indirect subsidiary of the Company. Prior to joining FreedomRoads, Mr.
Added
Kirn held various roles at Ernst & Young, LLP from 2009 to 2019. Mr. Kirn holds a B.A. in Accounting and a B.A. in Hispanic Studies from Illinois Wesleyan University. 50 Table of Contents Andris A.
Added
She has also served on the board of ASP Conair Holdings LP, owner of Conair Corporation, a private U.S.- based company that sells small appliances, personal care, and health and beauty products, since January 2022.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Risk Factors—Risks Relating to Ownership of Our Class A Common Stock—Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” in this Form 10-K. 50 Table of Contents Issuer Purchases of Equity Securities The following table presents information related to our repurchases of Class A common stock for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1) October 1, 2022 to October 31, 2022 ​ — ​ $— ​ — ​ $120,166,000 November 1, 2022 to November 30, 2022 ​ — ​ — ​ — ​ 120,166,000 December 1, 2022 to December 31, 2022 ​ — ​ — ​ — ​ 120,166,000 Total ​ — ​ $— ​ — ​ $120,166,000 (1) On October 30, 2020, our Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Risk Factors—Risks Relating to Ownership of Our Class A Common Stock—Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” in this Form 10-K. 53 Table of Contents Issuer Purchases of Equity Securities The following table presents information related to our repurchases of Class A common stock for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1) October 1, 2023 to October 31, 2023 ​ — ​ $— ​ — ​ $120,166,000 November 1, 2023 to November 30, 2023 ​ — ​ — ​ — ​ 120,166,000 December 1, 2023 to December 31, 2023 ​ — ​ — ​ — ​ 120,166,000 Total ​ — ​ $— ​ — ​ $120,166,000 (1) On October 30, 2020, our Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022.
In general, tax distributions are made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described in our Tax Receivable Agreement) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (46.70% in 2022, 2021 and 2020), regardless of the actual final tax liability of any such member.
In general, tax distributions are made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described in our Tax Receivable Agreement) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (46.70% in 2023, 2022 and 2021), regardless of the actual final tax liability of any such member.
Used with permission. All rights reserved Copyright 1980-2023. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. Recent Sales of Unregistered Securities None. ITEM 6. [Reserved] ​
Used with permission. All rights reserved Copyright 1980-2024. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. Recent Sales of Unregistered Securities None. ITEM 6. [Reserved] ​
Prior to February 18, 2022, our quarterly cash dividend on our 49 Table of Contents Class A common stock was raised in several incremental steps from our first cash dividend of $0.08 per share on December 20, 2016.
Prior to February 18, 2022, our quarterly cash dividend on our Class A common stock was raised in several incremental steps from our first cash dividend of $0.08 per share on December 20, 2016.
Dividend Policy On February 18, 2022, our Board of Directors approved an increase of the regular quarterly cash dividend on our Class A common stock to $0.625 per share from $0.50 per share, which is funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder is funded with all or a portion of the Excess Tax Distribution (as defined below).
On February 18, 2022, our Board of Directors had approved an increase of the regular quarterly cash dividend on our Class A common stock to $0.625 per share from $0.50 52 Table of Contents per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder was funded with all or a portion of the Excess Tax Distribution (as defined below).
Stock Performance Graph The following graph and table illustrate the total return for the five years ended December 31, 2022 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Retailing Index.
Stock Performance Graph The following graph and table illustrate the total return for the five years ended December 31, 2023 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly named the S&P 500 Retailing Index).
The graph and table assume that $100 was invested 51 Table of Contents on December 31, 2017 in each of our Class A common stock, the S&P 500 Index, and S&P 500 Retailing Index and that any dividends were reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, December 31, December 31, December 31, December 31, ​ 2017 ​ 2018 2019 2020 2021 2022 Camping World Holdings, Inc.
The graph and table assume that $100 was invested on December 31, 2018 in each of our Class A common stock, the S&P 500 Index, and S&P 500 Consumer Discretionary Distribution & Retail Index and that any dividends were reinvested. 54 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2018 ​ 2019 2020 2021 2022 2023 Camping World Holdings, Inc.
Holders of Record As of February 10, 2023, there were five and 75,088 stockholders of record and beneficial holders, respectively, of our Class A common stock. As of February 10, 2023, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
Holders of Record As of February 9, 2024, there were nine and 59,170 stockholders of record and beneficial holders, respectively, of our Class A common stock. As of February 9, 2024, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
However, even with no Excess Tax Distribution in 2023, we expect to have the ability to continue to pay the regular quarterly cash dividend on our Class A common stock of $0.625 per share during 2023, which is subject to the discretion of our Board of Directors.
Dividend Policy On August 1, 2023, our Board of Directors approved a decrease of the regular quarterly cash dividend on our Class A common stock to $0.125 per share from $0.625 per share, which is funded with all or a portion of the Excess Tax Distribution (as defined below).
Removed
In 2023, as a result of the conversion of certain subsidiaries, including Camping World, Inc., from Subchapter C corporations to limited liability companies (the “LLC Conversion”) (see Note 11 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K), which will generate significant capital losses in 2023 that will be allocated to each member of CWGS, LLC, it is expected that we will not receive any Excess Tax Distribution in 2023.
Added
Class A common stock ​ $ 100.00 ​ $ 135.38 ​ $ 256.55 ​ $ 413.06 ​ $ 249.89 ​ $ 312.60 S&P 500 Index ​ $ 100.00 ​ $ 131.49 ​ $ 155.68 ​ $ 200.37 ​ $ 164.08 ​ $ 207.21 S&P 500 Consumer Discretionary Distribution & Retail Index ​ $ 100.00 ​ $ 126.67 ​ $ 185.47 ​ $ 221.29 ​ $ 145.42 ​ $ 207.08 Source: Zacks Investment Research, Inc.
Removed
These significant capital losses relate to the LLC Conversion itself and not the ongoing benefits that we expect from offsetting losses generated by these converted subsidiaries against income from other subsidiaries of CWGS, LLC.
Removed
Class A common stock $ 100.00 ​ $ 26.40 ​ $ 35.74 ​ $ 67.72 ​ $ 109.04 ​ $ 65.96 S&P 500 Index $ 100.00 ​ $ 95.62 ​ $ 125.72 ​ $ 148.85 ​ $ 191.58 ​ $ 156.88 S&P 500 Retailing Index $ 100.00 ​ $ 113.46 ​ $ 143.72 ​ $ 210.44 ​ $ 251.08 ​ $ 165.00 Source: Zacks Investment Research, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

158 edited+59 added−103 removed82 unchanged
We recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and have imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease terms.
We recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and have imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms.
The $422.5 million of cash used in investing activities was comprised of $154.9 million of capital expenditures primarily related to retail locations, $217.0 million for the purchase of RV and outdoor retail businesses and a publication business, $55.7 million for the purchase of real property, $3.0 million for purchase of other investments, and $0.9 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $7.4 million and proceeds of $1.6 million from the sale of property and equipment.
The $422.5 million of cash used in investing activities was comprised of $154.9 million of capital expenditures primarily related to store locations, $217.0 million for the purchase of RV and outdoor retail businesses and a publication business, $55.7 million for the purchase of real property, $3.0 million for purchase of other investments, and $0.9 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $7.4 million and proceeds of $1.6 million from the sale of property and equipment.
Our long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets.
Our long-lived asset groups exist predominantly at the individual store location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets.
We believe this has led to an introduction of many new customers to the RV lifestyle and a greater appreciation of outdoor activities. For much of the COVID-19 pandemic, demand and interest in new and used vehicles outpaced vehicle supply.
We believe this led to an introduction of many new customers to the RV lifestyle and a greater appreciation of outdoor activities. For much of the COVID-19 pandemic, demand and interest in new and used vehicles outpaced vehicle supply.
Gross margin in our RV and Outdoor Retail segment was positively impacted in 2020, 2021 and, to a lesser extent, 2022 by increased demand for vehicles and reduced supply leading to higher average prices per unit.
Gross margin in our RV and Outdoor Retail segment was positively impacted in 2021 and, to a lesser extent, 2022 by increased demand for vehicles and reduced supply leading to higher average prices per unit.
We then determine the appropriate level of reserve required to reduce our inventory to the lower of cost or net realizable value and record the resulting adjustment in the period in which we determine a loss has occurred.
We then determine the appropriate level of inventory cost adjustment required to reduce our inventory to the lower of cost or net realizable value and record the resulting adjustment in the period in which we determine a loss has occurred.
Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria; continued strong cash flow generation from our operations to fund these acquisitions and new locations; and availability of financing under our Floor Plan Facility.
Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria; continued strong cash flow generation from our operations to fund these acquisitions and new locations; and availability of financing on our Floor Plan Facility.
For the years ended December 31, 2022, 2021 and 2020, the Company used effective income tax rate assumptions between 25.0% and 25.5%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc. — basic and diluted (see “Non-GAAP Financial Measures” in Part II, Item 7 of this Form 10-K).
For the years ended December 31, 2023, 2022 and 2021, the Company used effective income tax rate assumptions between 25.0% and 25.5%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc. — basic and diluted (see “Non-GAAP Financial Measures” in Part II, Item 7 of this Form 10-K).
We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.
We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.
Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement.
Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce 74 Table of Contents the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement.
The adjustment reflects the income tax benefit assuming effective tax rates between 25.0% and 25.5% for the adjustments for 2022, 2021 and 2020 for the losses experienced by the consolidated C-Corps for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts.
The adjustment reflects the income tax benefit assuming effective tax rates between 25.0% and 25.5% for the adjustments for 2023, 2022 and 2021 for the losses experienced by the consolidated C-Corps for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts.
For purposes of this Form 10-K, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is December 31, 2022, our most recently completed fiscal quarter.
For purposes of this Form 10-K, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is December 31, 2023, our most recently completed fiscal quarter.
This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. See Note 11 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
See Note 10 – Leases to our consolidated financial statements included in Part II, Item 8 of this Form 10-K Sale/Leaseback Arrangements We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold 81 Table of Contents improvements to third parties and agree to lease those assets back for a certain period of time.
See Note 11 – Leases to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. 80 Table of Contents Sale/Leaseback Arrangements We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time.
The computation of the step-up required valuations of the intangible assets of CWGS, LLC and has the same complexities and estimates as our purchase accounting on acquisitions (see Note 15 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
The computation of the step-up required valuations of the intangible assets of CWGS, LLC and has the same complexities and estimates as our purchase accounting on acquisitions (see Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
(n) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC. (o) The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.
(o) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC. (p) The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.
Same store revenue. Same store revenue measures the performance of a retail location during the current reporting period against the performance of the same retail location in the corresponding period of the previous year.
Same store revenue. Same store revenue measures the performance of a store location during the current reporting period against the performance of the same store location in the corresponding period of the previous year.
See Note 1 — Summary of Significant Accounting Policies — Description of the Business and Note 22 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.
See Note 1 — Summary of Significant Accounting Policies — Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.
See “Dividend Policy” included in Part II, Item 5 of this Form 10-K and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of this Form 10-K.
See “Dividend Policy” included in Part II, Item 5 of this Form 10-K and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability to pay regular and special dividends on our Class A common stock is subject to 75 Table of Contents the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of this Form 10-K.
For a discussion of the 2019 Strategic Shift, see Note 5 ─ Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
For a discussion of the 2019 Strategic Shift and other restructuring activities, see Note 5 ─ Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
The LLC Conversion is also expected to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ending December 31, 2023.
The LLC Conversion is also expected to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ended December 31, 2023.
See Note 13 — Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to service and marketing sponsorship agreements.
See Note 14 — Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to service and marketing sponsorship agreements.
Our actual results may differ materially from those anticipated in these 52 Table of Contents forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of this Form 10-K, the “Cautionary Note Regarding Forward-Looking Statements” and in other parts of this Form 10-K.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of this Form 10-K, the “Cautionary Note Regarding Forward-Looking Statements” and in other parts of this Form 10-K.
Beginning in 2023, these C-Corp losses will offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022. See Note 11 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
Beginning in 2023, these C-Corp losses offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
For a discussion of the Tax Receivable Agreement, see Note 11 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
For a discussion of the Tax Receivable Agreement, see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Further, the cost of remodeling acquired retail locations and constructing new retail locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new retail locations.
Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Further, the cost of remodeling acquired RV dealership locations and constructing new RV dealership locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new RV dealership locations.
Our same store revenue calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. As of December 31, 2022, 2021, and 2020, we had a base of 166, 158, and 142 same stores, respectively.
Our same store revenue calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. As of December 31, 2023, 2022, and 2021, we had a base of 166, 166, and 158 same stores, respectively.
If more common units of CWGS, LLC are redeemed by Continuing Equity Owners, the percentage of 83 Table of Contents CWH’s ownership of CWGS, LLC will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material.
If more common units of CWGS, LLC are redeemed by Continuing Equity Owners, the percentage of CWH’s ownership of CWGS, LLC will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material.
Similar to the deferred tax assets, these liabilities would likely increase materially if Continuing Equity Owners redeem additional common units of CWGS, LLC. As of December 31, 2022, if there was a 100 basis point increase or decrease in the estimated income tax rate, the Tax Receivable Agreement liability would increase or decrease by $6.7 million, respectively.
Similar to the deferred tax assets, these liabilities would likely increase materially if Continuing Equity Owners redeem additional common units of CWGS, LLC. As of December 31, 2023, if there was a 100 basis point increase or decrease in the estimated income tax rate, the Tax Receivable Agreement liability would increase or decrease by $6.5 million, respectively.
These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, and the effect of net income attributable to non-controlling interests from these adjustments.
These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, and the effect of net income attributable to non-controlling interests from these adjustments.
Substantially all of our new retail locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Description of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Item 7 of Part II of this Form 10-K).
Substantially all of our new store locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Item 7 of Part II of this Form 10-K).
We believe the overall growth of our RV and Outdoor Retail segments will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and Plans to our Active Customer base.
We believe the overall growth of our RV and Outdoor Retail segments will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and 57 Table of Contents Plans to our Active Customer base.
The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of 67 Table of Contents this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
(g) Represents an adjustment to eliminate the losses and gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate. See Note 11 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
(g) Represents an adjustment to eliminate the losses and gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended income tax rate. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
For the years ended December 31, 2022, 2021, and 2020, we recorded long-lived asset impairment of $4.2 million, $3.0 million, and $12.4 million, respectively (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
For the years ended December 31, 2023, 2022, and 2021, we recorded long-lived asset impairment of $9.3 million, $4.2 million, and $3.0 million, respectively (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
In this Item 7, we discuss the results of operations for the years ended December 31, 2022 and 2021 and comparisons of the year ended December 31, 2022 to the year ended December 31, 2021.
In this Item 7, we discuss the results of operations for the years ended December 31, 2023 and 2022 and comparisons of the year ended December 31, 2023 to the year ended December 31, 2022.
(2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales. 62 Table of Contents (3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.
(2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales. (3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.
Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of retail locations.
Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of store locations.
(p) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (j) above). (q) Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP earnings per share calculations.
(q) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (k) above). (r) Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP earnings per share calculations.
See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (b) Represents the loss on the termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.
See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (b) Represents the loss on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.
Finance and Insurance, net Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged.
Finance and Insurance, net Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment 65 Table of Contents has been received or financing has been arranged.
As a public company, our additional liquidity needs include public company costs, payment of regular and special cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced 72 Table of Contents as a result of the Tax Receivable Agreement.
Our additional liquidity needs are expected to include public company costs, payment of cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced as a result of the Tax Receivable Agreement.
Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and 82 Table of Contents leveraging our historical experience using data extending back to 2013, adjusted for new consumer trends.
Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging our historical experience using data extending back to 2014, adjusted for new consumer trends.
Overview Camping World Holdings, Inc. (together with its subsidiaries) is America’s largest retailer of recreational RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966.
(together with its subsidiaries) is the world’s largest retailer of recreational RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966.
In the case of insurance and service contracts, the stated period typically extends from one to seven years with the refundable commission balance declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks.
In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks.
(d) Represents the loss on the termination of operating leases relating primarily to the 2019 Strategic Shift, resulting from lease termination costs and the derecognition of the operating lease assets and liabilities. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (d) Represents the loss on termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.
The financial liability is included in other long-term liabilities in the consolidated balance sheet as of December 31, 2022. Deferred Revenue Deferred revenue consists of sales for products and services not yet recognized as revenue at the end of a given period. Our deferred revenue as of December 31, 2022 was $165.9 million.
The financial liability is included in other long-term liabilities in the consolidated balance sheet as of December 31, 2023. Deferred Revenue Deferred revenue consists of our sales for products and services not yet recognized as revenue at the end of a given period. Our deferred revenue as of December 31, 2023 was $159.1 million.
Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in the fourth quarter of 2022 compared to the pre-COVID-19 pandemic periods of 2016 to 2019.
Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in 2023 compared to the pre-COVID-19 pandemic periods of 2016 to 2019.
These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, and other unusual or one-time items.
These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of 69 Table of Contents assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on investments in equity securities, and other unusual or one-time items.
Description of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements As of December 31, 202 2 and 202 1 , we had outstanding debt in the form of our Senior Secured Credit Facilit ies (as defined below), our Floor Plan Facility (as defined below), our Real Estate Facilities (as defined below), other long-term debt , and finance lease obligations .
Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements As of December 31, 202 3 and 202 2 , we had outstanding debt in the form of our Senior Secured Credit Facilit ies , our Floor Plan Facility, our Real Estate Facilities, other long-term debt , and finance lease obligations .
These higher costs have been partially mitigated by the higher average selling prices on new vehicles, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2022 as a result of these higher costs.
These higher costs had been partially mitigated by the higher average selling prices on new vehicles initially, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2022, which continued in 2023, as a result of these higher costs.
For the years ended December 31, 2022, 2021 and 2020, our aggregate same store revenue was $5.9 billion, $5.8 billion, and $4.5 billion, respectively.
For the years ended December 31, 2023, 2022 and 2021, our aggregate same store revenue was $5.2 billion, $5.9 billion, and $5.8 billion, respectively.
For the years ended December 31, 2021 and 2020, we recorded incremental inventory reserve charges of $15.0 million and $0.5 million, respectively relating to our 2019 Strategic Shift (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
For the year ended December 31, 2023, we recorded incremental inventory reserve charges of $4.3 million relating to the Active Sports Restructuring and, for the year ended December 31, 2021, we recorded incremental inventory reserve charges of $15.0 million relating to our 2019 Strategic Shift (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
At December 31, 2022, and 2021, the FLAIR offset account was $217.7 million and $92.1 million, respectively, of which $159.1 million and $92.1 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.
At December 31, 2023, and 2022, the FLAIR offset account was $145.0 million and $217.7 million, respectively, of which $73.2 million and $159.1 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.
See Note 15 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Net cash used in investing activities was $355.8 million for the year ended December 31, 2021.
See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Net cash used in investing activities was $422.5 million for the year ended December 31, 2022.
Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation. 2019 Strategic Shift In 2019, we made a strategic decision to refocus our business around our core RV competencies.
Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation. 59 Table of Contents Restructuring In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”).
Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures").
Corporate and other expenses The increase in corporate and other expenses was primarily due to increased professional fees. ​ Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures").
This program does not obligate us to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. We expect to fund the repurchases using cash on hand.
This program does not obligate us to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. We expect to fund the repurchases using cash on hand. During the year ended December 31, 2023, we did not repurchase shares of Class A common stock.
We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc. 69 Table of Contents We define “Adjusted Earnings Per Share – Basic” as Adjusted Net Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding.
We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.
See Note 9 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Other Long-Term Debt Other long-term debt is comprised of a mortgage on a property, which matures in December 2026.
Other Long-Term Debt Other long-term debt is comprised of a mortgage on a property, which matures in December 2026, and a promissory note assumed as part of a real estate purchase. See Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
As of December 31, 2022 and 2021, we had working capital of $611.3 million and $685.6 million, respectively, including $130.1 million and $267.3 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $95.7 million and $95.5 million as of December 31, 2022 and 2021, respectively.
As of December 31, 2023 and 2022, we had working capital of $401.3 million and $611.3 million, respectively, including $39.6 million and $130.1 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $92.4 million and $95.7 million as of December 31, 2023 and 2022, respectively.
Revenue Recognition — Finance and Insurance Chargebacks The proceeds the Company receives for arranging financing contracts, and selling insurance and service contracts, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period.
The proceeds that the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period.
These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined below), borrowings under our Floor Plan Facility (as defined below), and borrowings under our Real Estate Facilities (as defined below).
These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined in Part II, Item 8 of this Form 10-K), borrowings under our Floor Plan Facility (as defined in Part II, Item 8 of this Form 10-K), and borrowings under our Real Estate Facilities (as defined in Part II, Item 8 of this Form 10-K).
Discussions of the results of operations for the year ended December 31, 2020 and comparisons of the year ended December 31, 2021 to the year ended December 31, 2020 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022.
Discussions of the results of operations for the year ended December 31, 2021 and comparisons of the year ended December 31, 2022 to the year ended December 31, 2021 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on February 23, 2023. 55 Table of Contents Overview Camping World Holdings, Inc.
Additional borrowings are subject to the vehicle collateral requirements under the Floor Plan Facility. (2) The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of December 31, 2022 . (3) The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit.
(2) The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of December 31, 2023 . (3) The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit.
The Company is continuing to execute on its used vehicle strategy, which differentiates it from the competition with proprietary tools, such as the RV Valuator, focus on the development and retention of its service technician team, and investment in its service bay infrastructure.
We are continuing to execute on our used vehicle strategy, which differentiates us from the competition with proprietary tools, such as the RV Valuator, a focus on the development and retention of our service technician team, and investment in our service bay infrastructure.
During the years ended December 31, 2022 and 2021, we repurchased 2,592,524 and 3,988,881 shares of our Class A common stock, respectively, for $79.8 million and $156.3 million, respectively, including broker commissions. As of December 31, 2022, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock.
During the year ended December 31, 2022, we repurchased 2,592,524 shares of our Class A common stock for $79.8 million, including broker commissions. As of December 31, 2023, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock.
The Company expects that, beginning with the year ending December 31, 2023, the LLC Conversion allows certain losses that previously would have been confined within the C-Corp portion of CWGS, LLC to instead offset a portion of income generated by the 59 Table of Contents Pass-Through portion of CWGS, LLC, which would reduce the amount of income tax expense recorded by CWH.
We expect that, beginning with the year ended December 31, 2023, the LLC Conversion will allow certain losses that previously would have been confined within the C-Corp portion of CWGS, LLC to instead offset a portion of income generated by the Pass-Through portion of CWGS, LLC, which would reduce the amount of income tax expense recorded by CWH.
A Tax Receivable Agreement liability of $170.6 million existed as of December 31, 2022 for the future cash obligations expected to be paid under the Tax Receivable Agreement and was not discounted. The calculation of this liability is a function of the step-up described above and, therefore, has the same complexities and estimates.
As of December 31, 2023 and 2022, we had recorded Tax Receivable Agreement liabilities of $162.8 million and $170.6 million, respectively, for the future cash obligations expected to be paid under the Tax Receivable Agreement, which were not discounted. The calculation of this liability is a function of the step-up described above and, therefore, has the same complexities and estimates.
Sources of Liquidity and Capital We believe that our sources of liquidity and capital including cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Description of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional retail locations, regular and special quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months. 75 Table of Contents However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities, will be sufficient to meet our future needs.
Sources of Liquidity and Capital We believe that our sources of liquidity and capital including cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional store locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months.
We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV lifestyle. On December 31, 2022, we operated a total of 197 retail locations, with 196 of these selling and/or servicing RVs.
We also believe that our Good Sam organization and family of services and plans uniquely enables us to connect with our customers as stewards of the RV lifestyle. On December 31, 2023, we operated a total of 202 store locations, with all of them selling and/or servicing RVs.
The process of identifying subtenants and negotiating lease terminations had been delayed in part due to the COVID-19 pandemic and is expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals and the costs may be greater than expected.
The process of identifying subtenants and negotiating lease terminations had been delayed, which initially was in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals.
The expected capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2023 are discussed above. As of December 31, 2022, we had entered into contracts for construction of new dealership buildings for an aggregate future commitment of $8.8 million. There were no other material commitments for capital expenditure.
The expected capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2024 are discussed above. As of December 31, 2023, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of $25.6 million.
The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ (In thousands except per share amounts) 2022 2021 2020 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Camping World Holdings, Inc. ​ $ 136,947 ​ $ 278,461 ​ $ 122,345 ​ Adjustments related to basic calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss and expense on debt restructure (a): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ 13,468 ​ ​ — ​ Income tax expense for above adjustment (b) ​ ​ — ​ ​ (1,770) ​ ​ — ​ Long-lived asset impairment (c): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 4,231 ​ ​ 3,044 ​ ​ 12,353 ​ Income tax expense for above adjustment (b) ​ ​ (99) ​ ​ (24) ​ ​ (13) ​ Lease termination (d): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 1,614 ​ ​ 2,211 ​ ​ 4,547 ​ Income tax expense for above adjustment (b) ​ ​ — ​ ​ (54) ​ ​ (36) ​ Loss (gain) on sale or disposal of assets (e): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 622 ​ ​ (576) ​ ​ 1,332 ​ Income tax expense for above adjustment (b) ​ ​ (46) ​ ​ 4 ​ ​ (1) ​ Equity-based compensation (f): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 33,847 ​ ​ 47,936 ​ ​ 20,661 ​ Income tax expense for above adjustment (b) ​ ​ (3,810) ​ ​ (5,812) ​ ​ (2,023) ​ Tax Receivable Agreement liability adjustment (g): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ (114) ​ ​ 2,813 ​ ​ (141) ​ Income tax expense for above adjustment (b) ​ ​ 29 ​ ​ (718) ​ ​ 35 ​ Restructuring costs (h) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 7,026 ​ ​ 25,701 ​ ​ 17,609 ​ Income tax expense for above adjustment (b) ​ ​ — ​ ​ (56) ​ ​ (84) ​ Income tax expense impact from LLC Conversion (i) ​ ​ 28,402 ​ ​ — ​ ​ — ​ Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (j) ​ ​ (31,065) ​ ​ (44,787) ​ ​ (31,537) ​ Adjusted net income attributable to Camping World Holdings, Inc. – basic ​ ​ 177,584 ​ ​ 319,841 ​ ​ 145,047 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k) ​ ​ 1,479 ​ ​ — ​ ​ 1,994 ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l) ​ ​ (405) ​ ​ — ​ ​ (494) ​ Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k) ​ ​ — ​ ​ 408,401 ​ ​ — ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l) ​ ​ — ​ ​ (104,543) ​ ​ — ​ Assumed income tax expense of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (m) ​ ​ — ​ ​ (6,169) ​ ​ — ​ Adjusted net income attributable to Camping World Holdings, Inc. – diluted ​ $ 178,658 ​ $ 617,530 ​ $ 146,547 ​ 70 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ (In thousands except per share amounts) 2022 2021 2020 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average Class A common shares outstanding – basic ​ ​ 42,386 ​ ​ 45,009 ​ ​ 39,383 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n) ​ ​ — ​ ​ 43,438 ​ ​ — ​ Dilutive options to purchase Class A common stock (n) ​ ​ 56 ​ ​ 150 ​ ​ 79 ​ Dilutive restricted stock units (n) ​ ​ 412 ​ ​ 1,165 ​ ​ 547 ​ Adjusted weighted average Class A common shares outstanding – diluted ​ ​ 42,854 ​ ​ 89,762 ​ ​ 40,009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted earnings per share - basic ​ $ 4.19 ​ $ 7.11 ​ $ 3.68 ​ Adjusted earnings per share - diluted ​ $ 4.17 ​ $ 6.88 ​ $ 3.66 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive amounts (o): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k) ​ $ 243,670 ​ $ — ​ $ 251,412 ​ Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l) ​ $ (67,150) ​ $ — ​ $ (64,964) ​ Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (m) ​ $ 12,280 ​ $ — ​ $ 6,430 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n) ​ ​ 42,045 ​ ​ — ​ ​ 49,916 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of per share amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share of Class A common stock — basic ​ $ 3.23 ​ $ 6.19 ​ $ 3.11 ​ Non-GAAP Adjustments (p) ​ ​ 0.96 ​ ​ 0.92 ​ ​ 0.57 ​ Adjusted earnings per share - basic ​ $ 4.19 ​ $ 7.11 ​ $ 3.68 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share of Class A common stock — diluted ​ $ 3.22 ​ $ 6.07 ​ $ 3.09 ​ Non-GAAP Adjustments (p) ​ ​ 0.96 ​ ​ 0.92 ​ ​ 0.57 ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (q) ​ ​ — ​ ​ (0.10) ​ ​ — ​ Dilutive options to purchase Class A common stock and/or restricted stock units (q) ​ ​ (0.01) ​ ​ (0.01) ​ ​ — ​ Adjusted earnings per share - diluted ​ $ 4.17 ​ $ 6.88 ​ $ 3.66 ​ ​ (a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $12.1 million in legal and other expenses related to the New Term Loan Facility.
We present Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. 71 Table of Contents The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2023 2022 2021 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Camping World Holdings, Inc. ​ $ 31,044 ​ $ 136,947 ​ $ 278,461 ​ Adjustments related to basic calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss and expense on debt restructure (a): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ — ​ ​ 13,468 ​ Income tax expense for above adjustment (b) ​ ​ — ​ ​ — ​ ​ (1,770) ​ Long-lived asset impairment (c): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 9,269 ​ ​ 4,231 ​ ​ 3,044 ​ Income tax expense for above adjustment (b) ​ ​ (1,233) ​ ​ (99) ​ ​ (24) ​ Lease termination (d): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ (103) ​ ​ 1,614 ​ ​ 2,211 ​ Income tax benefit (expense) for above adjustment (b) ​ ​ 13 ​ ​ — ​ ​ (54) ​ (Gain) loss on sale or disposal of assets (e): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ (5,222) ​ ​ 622 ​ ​ (576) ​ Income tax benefit (expense) for above adjustment (b) ​ ​ 690 ​ ​ (46) ​ ​ 4 ​ Equity-based compensation (f): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 24,086 ​ ​ 33,847 ​ ​ 47,936 ​ Income tax expense for above adjustment (b) ​ ​ (3,228) ​ ​ (3,810) ​ ​ (5,812) ​ Tax Receivable Agreement liability adjustment (g): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ (2,442) ​ ​ (114) ​ ​ 2,813 ​ Income tax benefit (expense) for above adjustment (b) ​ ​ 613 ​ ​ 29 ​ ​ (718) ​ Restructuring costs (h): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 5,540 ​ ​ 7,026 ​ ​ 25,701 ​ Income tax expense for above adjustment (b) ​ ​ (736) ​ ​ — ​ ​ (56) ​ Loss and impairment on investments in equity securities (i): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 1,770 ​ ​ — ​ ​ — ​ Income tax expense for above adjustment (b) ​ ​ (237) ​ ​ — ​ ​ — ​ Income tax (benefit) expense impact from LLC Conversion (j): ​ ​ (2,008) ​ ​ 28,402 ​ ​ — ​ Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (k) ​ ​ (16,683) ​ ​ (31,065) ​ ​ (44,787) ​ Adjusted net income attributable to Camping World Holdings, Inc. – basic ​ ​ 41,133 ​ ​ 177,584 ​ ​ 319,841 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l) ​ ​ — ​ ​ 1,479 ​ ​ — ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (m) ​ ​ — ​ ​ (405) ​ ​ — ​ Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l) ​ ​ 36,240 ​ ​ — ​ ​ 408,401 ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (m) ​ ​ (8,341) ​ ​ — ​ ​ (104,543) ​ Assumed income tax expense of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (n) ​ ​ — ​ ​ — ​ ​ (6,169) ​ Adjusted net income attributable to Camping World Holdings, Inc. – diluted ​ $ 69,032 ​ $ 178,658 ​ $ 617,530 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average Class A common shares outstanding – basic ​ ​ 44,626 ​ ​ 42,386 ​ ​ 45,009 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (o) ​ ​ 40,045 ​ ​ — ​ ​ 43,438 ​ Dilutive options to purchase Class A common stock (o) ​ ​ 20 ​ ​ 56 ​ ​ 150 ​ Dilutive restricted stock units (o) ​ ​ 281 ​ ​ 412 ​ ​ 1,165 ​ Adjusted weighted average Class A common shares outstanding – diluted ​ ​ 84,972 ​ ​ 42,854 ​ ​ 89,762 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted earnings per share - basic ​ $ 0.92 ​ $ 4.19 ​ $ 7.11 ​ Adjusted earnings per share - diluted ​ $ 0.81 ​ $ 4.17 ​ $ 6.88 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 72 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2023 2022 2021 Anti-dilutive amounts (p): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l) ​ $ — ​ $ 243,670 ​ $ — ​ Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (m) ​ $ — ​ $ (67,150) ​ $ — ​ Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (n) ​ $ — ​ $ 12,280 ​ $ — ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (p) ​ ​ — ​ ​ 42,045 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of per share amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share of Class A common stock — basic ​ $ 0.70 ​ $ 3.23 ​ $ 6.19 ​ Non-GAAP Adjustments (q) ​ ​ 0.22 ​ ​ 0.96 ​ ​ 0.92 ​ Adjusted earnings per share - basic ​ $ 0.92 ​ $ 4.19 ​ $ 7.11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share of Class A common stock — diluted ​ $ 0.55 ​ $ 3.22 ​ $ 6.07 ​ Non-GAAP Adjustments (q) ​ ​ 0.22 ​ ​ 0.96 ​ ​ 0.92 ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (r) ​ ​ 0.04 ​ ​ — ​ ​ (0.10) ​ Dilutive options to purchase Class A common stock and/or restricted stock units (r) ​ ​ — ​ ​ (0.01) ​ ​ (0.01) ​ Adjusted earnings per share - diluted ​ $ 0.81 ​ $ 4.17 ​ $ 6.88 ​ ​ (a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $12.1 million in legal and other expenses related to the New Term Loan Facility.
For each of the four quarters of 2022, we paid a regular quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder funded with all or a portion of the Excess Tax Distribution.
For each of the quarters from the three months ended March 31, 2022 to the three months ended June 30, 2023, we paid a quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remaining $0.475 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution.
Liquidity and Capital Resources General Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new retail locations, the improvement and expansion of existing retail locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs.
The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (p) above). ​ Liquidity and Capital Resources General Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new store locations, the improvement and expansion of existing store locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs.
From 2015 to 2022, total new vehicle travel trailer units have increased from 62% to 76% of total new vehicle unit sales but from 2015 to 2022 our average selling price of a new vehicle unit had increased from $39,853 to $45,834.
From 2015 to 2023, total new vehicle travel trailer units have increased from 62% to 75% of total new vehicle unit sales but from 2015 to 2023 our average selling price of a new vehicle unit increased from $39,853 to $43,866.
Adjusted EBITDA and Adjusted EBITDA Margin are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics.
Adjusted EBITDA and Adjusted EBITDA Margin are some of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA and Adjusted EBITDA Margin are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics.
However, fourth quarter 2022 gross margins were higher than the Company experienced in any of the pre-COVID-19 pandemic periods of 2016 to 2019, which we believe are more typical demand environments than during the COVID-19 pandemic.
However, 2023 new vehicle gross margins were higher than the pre-COVID-19 pandemic periods of 2016 to 2019, which we believe are more typical demand environments than during the COVID-19 pandemic.
This assumption uses effective tax rates between 25.0% and 25.5% for the adjustments for 2022, 2021 and 2020, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.
This assumption uses effective tax rates between 25.0% and 25.5% for the adjustments for 2023, 2022 and 2021, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric. (c) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Based on December 31, 2022 debt levels (see Liquidity and Capital Resources — Description of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), an increase or decrease of 100 basis points in the effective interest rate would cause an increase or decrease in interest expense: • under our Term Loan Facility of $14.0 million over the next 12 months; • under our Floor Plan Facility of approximately $13.4 million over the next 12 months; • under our Floor Plan Facility revolving line of credit of approximately $0.2 million over the next 12 months; • under our Real Estate Facilities of approximately $1.5 million over the next 12 months; and • under our Other Long-Term Debt would be immaterial.
Based on December 31, 2023 debt levels (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), an increase or decrease of 100 basis points in the effective interest rate would cause an increase or decrease in interest expense: • under our Term Loan Facility of $13.8 million over the next 12 months; • under our Floor Plan Facility of approximately $13.9 million over the next 12 months; 83 Table of Contents • under our Floor Plan Facility revolving line of credit of approximately $0.2 million over the next 12 months; • under our Real Estate Facilities of approximately $2.0 million over the next 12 months; and • under our Other Long-Term Debt would be immaterial.
See “Results of Operations” in Part II, Item 7 of this Form 10-K for a discussion of interest expense for the year ended December 31, 2022 compared to the year ended December 31, 2021.
See “Results of Operations” and “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” in Part II, Item 7 of this Form 10-K for a discussion of interest expense for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Other CWH 10-K year-over-year comparisons