10q10k10q10k.net

What changed in Camping World Holdings, Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Camping World Holdings, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+533 added−481 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-26)

Top changes in Camping World Holdings, Inc.'s 2024 10-K

533 paragraphs added · 481 removed · 371 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

41 edited+9 added−6 removed49 unchanged
Biggest changeOur 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.
Biggest changeWe expect to expand our offerings in 2025. 13 Table of Contents Our service technicians are critical to providing the high-quality installation and repair services that our customers expect. Our Camping World Technical Institute (“CWTI”) includes full-time instructors at three dedicated campuses and one part-time campus as of December 31, 2024.
While we do continue to offer some non-RV outdoor products and accessories, our focus is on providing products and services that are targeted toward RV enthusiasts and owners. 11 Table of Contents • Collision repair and restoration.
While we do continue to offer some non-RV 11 Table of Contents outdoor products and accessories, our focus is on providing products and services that are targeted toward RV enthusiasts and owners. • Collision repair and restoration.
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 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 store locations generally have been 12 Table of Contents sold through other channels at wholesale prices.
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.
Curiosity, connection, and joy are what we strive to instill in our customers’ travel experience. ​ Background 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.
We offer and sell a variety of protection plans and services to the purchasers of our RVs as part of the delivery process, as well as gap, tire and wheel, extended service, and paint and fabric protection plans.
We offer and sell a variety of protection plans and services to the purchasers of our RVs as part of the delivery process, as well as gap, tire and wheel, roof, extended service, and paint and fabric protection plans.
(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.
(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 & travel lifestyles, and include services such as extended vehicle service contracts, vehicle roadside assistance, property and casualty insurance, travel protection, travel planning and directories, and publications.
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.
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 4.5 million Active Customers. We currently operate call centers in Denver, CO, Bowling Green, KY, Greenville, NC, and Island Lake, IL.
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.
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 and Tire Rescue for on-the-road issues and TravelAssist for medical emergencies during travel.
We compete directly or indirectly with the following types of companies: ● other RV dealers selling new and used RVs; ● major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts; ● multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon; ● distributors of RV furniture and accessories; ● online retailers; and ● independent, local specialty stores.
We compete directly or indirectly with the following types of companies: ● other RV dealers selling new and used RVs; ● major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts; ● multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon; ● online retailers; and ● independent, local specialty stores.
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.
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.rvprocare.com, and www.wildsam.com, among others. We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts.
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.
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, 2024, this database contained over 34 million unique contacts.
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.
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 and tire sales for replacement needs. ​ 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.
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.
A map depicting our national network of 206 RV dealerships and service centers as of December 31, 2024 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.
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.
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 campgrounds across the U.S. and Canada. As of December 31, 2024, we had approximately 168,000 issued and open co-branded credit card accounts. • RV Rentals.
All associates at our call centers have been cross trained, and the call centers have redundant services and systems in place in the event of a power or connectivity disruption at one of our call center locations.
All team members at our call centers have been cross trained, and the call centers have redundant services and systems in place in the event of a power or connectivity disruption at one of our call center locations.
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.
On average over the last three years ended December 31, 2024, we generated 30.5% and 27.5% of our annual revenue in the second and third quarters, respectively, and 23.4% and 18.6% in the first and fourth quarters, respectively.
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.
Human Capital Resources Our Talent As of December 31, 2024, we had 12,701 full-time and 359 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.
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.
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, 2024, we operated a national network of 206 RV dealerships and/or service centers.
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.
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, the installed base of RV owners in the United States, and, more broadly, travelers across any vehicle type.
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.
Development We operate an entity-wide online training platform with a curriculum that is tailored to each employee’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 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.
The table below contains a breakdown of our new RV unit sales and average selling price by RV class for 2024. Sales of new vehicles represented 46.3%, 41.4% and 46.3% of total revenue for 2024, 2023 and 2022, respectively. Sales of used vehicles represented 26.5%, 31.8% and 26.9% of total revenue for 2024, 2023, and 2022, respectively. • Vehicle financing.
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.
Membership benefits include, among other benefits, a loyalty program where points can be redeemed for Camping World products and RV service, 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.
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.
In 2024, our call centers handled approximately 2.4 million calls and responded to approximately 400,000 emails and social media communications. Leverage Our Resources and Synergies.
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.
The retail installment sales contracts are then assigned on a non-recourse basis, with the third-party lender assuming underwriting and credit risk. In 2024, we facilitated financing transactions for approximately 80.9% of our total new units sold and 71.7% of our total used units sold for which we earn a commission from the third-party lender. • Protection Plans.
While it is our policy to not make decisions regarding hiring, promotion or compensation on the basis of any legally protected characteristics, including race or gender, we seek to promote diversity, equity and inclusion through legally compliant manners.
While it is our policy to not make decisions regarding hiring, promotion or compensation on the basis of any legally protected characteristics, including race or gender, we seek to promote inclusion of individuals, regardless of background, through legally compliant manners.
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.
With over 2,800 RV service bays across our national footprint, we are equipped to offer comprehensive repair and maintenance services for most RV components. We also offer our Good Sam RV ProCare mobile RV service. • RV parts, accessories and installation services.
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.
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 1.8 million members as of December 31, 2024, excluding the free basic tier members.
We offer a wide range of RV parts, equipment, supplies and accessories, including towing and hitching products, satellite and GPS systems, electrical and lighting products, appliances and furniture, and other products for inside the RV, at the campsite, and around the campground.
We offer a wide range of RV parts, equipment, supplies and accessories at our store locations and through our e-commerce business. These products include towing and hitching products, satellite and GPS systems, electrical and lighting products, appliances and furniture, and other products for inside the RV, at the campsite, and around the campground.
Laws and Regulations See “Risk Factors — Risks Related to Our Business — Our business is subject to numerous federal, state and local regulations,” “— Our failure to comply with certain environmental regulations could adversely affect our business, financial condition and results of operations,” and “— Climate change legislation or regulations restricting emission of “greenhouse gases” could result in increased operating costs and reduced demand for RVs we sell” in Item 1A of Part I of this Form 10-K.
Laws and Regulations See “Risk Factors — Risks Related to Our Business — Our business is subject to numerous federal, state and local regulations,” “— Our failure to comply with certain environmental regulations could adversely affect our business, financial condition and results of operations,” “—Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business,” “Our operations are subject to a series of risks related to climate change and other environmental, social, and governance (“ESG”) matters,” and “— Climate change legislation or regulations restricting emission of “greenhouse gases” could result in increased operating costs and reduced demand for RVs we sell” in Item 1A of Part I of this Form 10-K.
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.
Additionally, a free basic tier of the Good Sam Club was introduced in 2024, 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.
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.
In 2023, we introduced our first CW Auction as another means to sell RVs to individuals or wholesale to other dealerships and held 14 CW Auctions in 11 states in 2024. We finance the purchase of substantially all of our new RV inventory from manufacturers through our Floor Plan Facility.
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.
ITEM 1. BUSINESS Overview Camping World Holdings, Inc. (together with its subsidiaries) is the world’s largest retailer of RVs and related products and services. Through our Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor activities fun and easy.
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.
As of December 31, 2024, Thor Industries and Forest River accounted for approximately 61.4% and 30.2%, 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 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.
We also believe that our Good Sam organization and family of highly specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enable us to connect with our customers as stewards of an outdoor and recreational lifestyle. On December 31, 2024, we operated a total of 206 store locations, with all locations selling and/or servicing RVs.
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 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.
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.
We reactivated the program in March 2024 and had 1,248 associates volunteer 11,391 hours in their communities under the program during 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.
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.
Inclusion and Belonging We believe that our Company and our brand should be welcoming to the wide array of outdoor enthusiasts and our culture should promote respect and dignity of all humans.
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.
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, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ ​ ($ in thousands) Revenue (1) Revenue ​ ​ Gross Profit (2) ​ Gross Profit ​ Gross Margin Good Sam Services and Plans ​ $ 194,575 ​ 3.2% ​ $ 123,849 ​ 6.8% ​ 63.7% New vehicles ​ ​ 2,825,640 ​ 46.3% ​ ​ 407,471 ​ 22.3% ​ 14.4% Used vehicles ​ ​ 1,613,849 ​ 26.5% ​ ​ 296,697 ​ 16.3% ​ 18.4% Products, service and other ​ ​ 820,111 ​ 13.4% ​ ​ 356,471 ​ 19.5% ​ 43.5% Finance and insurance, net ​ ​ 599,718 ​ 9.8% ​ ​ 599,718 ​ 32.9% ​ 100.0% Good Sam Club ​ ​ 46,081 ​ 0.8% ​ ​ 41,290 ​ 2.3% ​ 89.6% Total ​ $ 6,099,974 ​ 100.0% ​ $ 1,825,496 ​ 100.0% ​ 29.9% (1) Components of revenue are presented after intersegment eliminations.
Segments and Offerings We operate two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail.
We believe that we have gained operational efficiencies by exiting the manufacture of RV furniture and focusing our resources on the sourcing and sale of our RV and aftermarket accessory products. Segments and Offerings We operate two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail.
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”).
From 2011 to date, we have continued to expand our footprint of RV dealerships through new store openings, including greenfield locations and acquisitions. On January 17, 2024, we announced that we were reviewing potential strategic alternatives for our Good Sam business.
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.
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.
Removed
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.
Added
In conducting that review, we came to the conclusion that the greatest value to the Company can be achieved through retaining the Good Sam business. We have deepened our appreciation for the non-cyclical nature of the business and also recognize the large growth potential of the business over multiple vectors in the outdoor and recreational space.
Removed
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.
Added
Going forward, we expect that Good Sam will continue to capitalize on the mutually beneficial relationship with the Camping World brand and store footprint but will be empowered to operate independently to drive growth.
Removed
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.
Added
In May 2024, we closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”) and, in connection with the sale, entered into an approximately ten-year supply agreement with the buyer and the sublease of certain properties and equipment to the buyer.
Removed
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.
Added
We believe this highly specialized product offering has significant potential to penetrate broader parts of the recreational market, including other powersports such as boating or ATVs, to further empower our customers’ joy of travel, recreation and the outdoors.
Removed
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.
Added
As of December 31, 2024, there were approximately 1.8 million members in our Good Sam Club, excluding the free basic tier members.
Removed
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.
Added
We facilitate an RV rental platform that connects travelers with RV owners, allowing for a flexible and personal RV experience. Vehicle Sourcing and Dealer Agreements We acquire new RVs for retail sale directly from the original equipment manufacturer.
Added
Used vehicles may also be financed from time to time through our Floor Plan Facility.
Added
In addition to job specific training that regularly occurs at our dealerships, retail locations, and call centers, in 2024, we launched new in-person training for certain dealership roles to align to a best-in-class adult learning experience.
Added
The CWTI offers monthly 10-day training sessions to our service technicians either in-person or virtually. In both 2024 and 2023, we provided Level 1 training to approximately 1,100 service technicians through CWTI.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

151 edited+51 added−34 removed218 unchanged
Biggest changeAs a result of the above factors, we cannot assure you that we will be successful in operating our store locations in new markets or acquiring new businesses, product lines or categories on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations. 20 Table of Contents Unforeseen expenses, difficulties, and delays encountered in connection with acquisitions could inhibit our growth and negatively impact our profitability Our ability to continue to grow through the acquisition of additional store locations will depend upon various factors, including the following: ● the availability of suitable acquisition candidates at attractive purchase prices; ● the ability to compete effectively for available acquisition opportunities; ● the availability of cash on hand, borrowed funds or Class A common stock with a sufficient market price to finance the acquisitions; ● the ability to obtain any requisite third-party or governmental approvals; and ● the absence of one or more third parties attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.
Biggest changeOur ability to continue to grow through the acquisition of additional store locations will depend upon various factors, including the following: ● the availability of suitable acquisition candidates at attractive purchase prices; ● the ability to compete effectively for available acquisition opportunities; ● the availability of cash on hand, borrowed funds or Class A common stock with a sufficient market price to finance the acquisitions; ● the ability to obtain any requisite third-party or governmental approvals; and ● the absence of one or more third parties attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.
Such programs have adversely impacted our gross margin, operating margin and selling, general and administrative expenses. In addition, declines in the national economy could cause partners or advertising customers who participate in our programs to go out of business.
Such programs have adversely impacted our gross margin, operating margin and selling, general and administrative expenses. In addition, declines in the national economy could cause partners and/or advertising customers who participate in our programs to go out of business.
Should the number of partners or advertising customers entering bankruptcy rise, it is likely that the number of uncollectible accounts would also rise. These factors could have a material adverse effect on our business, financial condition and results of operations. Our business is affected by the availability and cost of financing to us and our customers.
Should the number of partners and/or advertising customers entering bankruptcy rise, it is likely that the number of uncollectible accounts would also rise. These factors could have a material adverse effect on our business, financial condition and results of operations. Our business is affected by the availability and cost of financing to us and our customers.
Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer, Marcus Lemonis.
Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer, Marcus A. Lemonis.
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).
In addition, our amended and restated certificate of incorporation and our amended 42 Table of Contents 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 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).
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.
As a result, our foreign imports, in particular imports from China and Mexico, 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.
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).
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 is 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).
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.
Other factors that may impact our ability to open new store locations, including greenfield locations and acquisitions, 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.
Additionally, there are increasing expectations that companies monitor the environmental and/or social performance of their suppliers, including compliance with a variety of labor practices. There is also increased attention regarding the end of life considerations for products like ours, and we could experience increased expectations and regulations that effect our ability to manufacture and sell our products.
Additionally, there are increasing expectations that companies monitor the environmental and/or social performance of their suppliers, including compliance with a variety of labor practices. There is also increased attention regarding the end of life considerations for products like ours, and we could experience increased expectations and regulations that effect our ability to sell our products.
CWGS, LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. Instead, taxable income is allocated to holders of its common units, including us. As a result, we incur income taxes on our allocable share of any net taxable income of CWGS, LLC.
CWGS, LLC is treated as a partnership for U.S. federal income tax purposes and, as such, generally is not subject to any entity-level U.S. federal income tax. Instead, taxable income is allocated to holders of its common units, including us. As a result, we incur income taxes on our allocable share of any net taxable income of CWGS, LLC.
We, and our vendors, are subject to a number of laws, regulations, industry standards, and other requirements relating to consumer protection, information security and, data protection and privacy, including those that apply generally to the handling of information about individuals, and those that are specific to certain industries, sectors, contexts, or locations.
We, and our vendors, are subject to a number of laws, regulations, industry standards, and other requirements relating to consumer protection, information security and, data protection and privacy, including those that apply generally to the handling of Confidential Information about individuals, and those that are specific to certain industries, sectors, contexts, or locations.
As a result, we have responded and may need to further respond by establishing pricing, marketing and other programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain in more favorable economic environments.
As a result, we responded and may need to further respond by establishing pricing, marketing and other programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain in more favorable economic environments.
During the COVID-19 pandemic, we experienced significant acceleration in our in-store traffic and revenue trends in May 2020 continuing into the quarter ended June 30, 2021 and demand in new and used vehicles remained elevated through the remainder of 2021 and into the beginning of 2022.
During the COVID-19 pandemic, we experienced significant acceleration in our in-store traffic and revenue trends in May 2020 continuing into the quarter ended June 30, 2021 and demand for new and used vehicles remained elevated through the remainder of 2021 and into the beginning of 2022.
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.
As such, we qualify for, and may 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.
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.
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.
The amount of liabilities to be recorded in the future for such redemptions is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company’s ability to utilize the tax benefits created as a result of the futures of CWGS, LLC units.
The amount of liabilities to be recorded in the future for such redemptions is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company’s ability to utilize the tax benefits created as a result of the future redemptions of CWGS, LLC units.
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.
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 dynamic 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.
As a business that relies on consumer discretionary spending, we have in the past and may in the future be adversely affected if our customers reduce, delay or forego their purchases of our services, protection plans, products and resources as a result of: ● job losses, lower income levels or other population and employment trends; ● bankruptcies; ● higher consumer debt and interest rates; ● reduced access to credit; ● higher energy and fuel costs; ● relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail; ● falling home prices; ● lower consumer confidence or discretional consumer spending; ● higher inflation rates; ● uncertainty or changes in tax policies and tax rates; ● uncertainty due to national or international security concerns; or ● other general economic conditions, including deflation and recessions.
As a business that relies on consumer discretionary spending, we have in the past and may in the future be adversely affected if our customers reduce, delay or forego their purchases of our services, protection plans, products and resources as a result of: ● job losses, lower income levels or other population and employment trends; ● bankruptcies; ● higher consumer debt and interest rates; ● reduced access to credit; ● higher energy and fuel costs; ● relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail; ● falling home prices; ● lower consumer confidence or discretional consumer spending; ● higher inflation rates; ● uncertainty or changes in tax policies and tax rates; ● uncertainty or changes in import/export policies, including tariffs; ● uncertainty due to national or international security concerns; or ● other general economic conditions, including deflation and recessions.
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.
Many factors, which are outside our control, may cause 45 Table of Contents 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 international trade policy, natural disasters, terrorist attacks, acts of war and responses to such events.
We also are subject to risks, such as the price and availability of raw materials, shipping delays, labor disputes, union organizing activity, strikes, inclement weather, natural disasters, war and terrorism and adverse general economic and political conditions that might limit our vendors’ ability to provide us with quality merchandise on a timely and cost-efficient basis.
We also are subject to risks, such as the price and availability of raw materials, shipping delays, labor disputes, trade restrictions, union organizing activity, strikes, inclement weather, natural disasters, war and terrorism and adverse general economic and political conditions that might limit our vendors’ ability to provide us with quality merchandise on a timely and cost-efficient basis.
We cannot accurately predict when, or the extent to which, we will experience any disruption in the supply of products from our vendors or services from our third-party providers.
We cannot accurately predict when, or the extent to which, we will experience any disruption in the supply of products from our vendors or suppliers or services from our third-party providers.
Pursuant to the Tax Receivable Agreement, we are required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related corporate reorganization transactions and any future redemptions that are funded by Camping World Holdings, Inc. or redemption of common units and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement.
Pursuant to the Tax Receivable Agreement, we are required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related corporate reorganization transactions and any 39 Table of Contents future redemptions that are funded by Camping World Holdings, Inc. or redemption of common units and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement.
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).
As of December 31, 2024, 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).
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.
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 current or future legal proceedings cannot be predicted with certainty.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: ● changes in the valuation of our deferred tax assets and liabilities; ● expected timing and amount of the release of any tax valuation allowances; ● tax effects of equity-based compensation; ● costs related to intercompany restructurings; or ● changes in tax laws, regulations or interpretations thereof.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: ● changes in the valuation of our deferred tax assets and liabilities; ● expected timing and amount of the release of any tax valuation allowances; ● tax effects of stock-based compensation; ● costs related to intercompany restructurings; or ● changes in tax laws, regulations or interpretations thereof.
To the extent potential customers prefer technologies different from those used in the vehicles we offer for sale, or are prohibited by law in certain jurisdictions from purchasing vehicles that we sell (i.e., new vehicles that use gasoline fuel), then demand for such vehicles may not develop as quickly as we expect, or at all.
To the extent potential customers prefer technologies different from those used in the vehicles we offer for sale, or are prohibited by law in certain jurisdictions from purchasing vehicles that we sell (i.e., new vehicles that use gasoline fuel), then demand for such vehicles may not develop or may not develop as quickly as we expect.
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.
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, 2024, we sourced our products from over 2,800 domestic and international vendors.
Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects. We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.
Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects. We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify for exemptions from certain corporate governance requirements.
We have utilized, and intend to continue to utilize, certain exemptions afforded to a “controlled company.” As a result, we are not subject to certain corporate governance requirements, including that a majority of our Board of Directors consists of “independent directors,” as defined under the rules of the NYSE.
We have utilized, and may continue to utilize, certain exemptions afforded to a “controlled company.” As a result, we are not subject to certain corporate governance requirements, including that a majority of our Board of Directors consists of “independent directors,” as defined under the rules of the NYSE.
CWGS, LLC may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns.
CWGS, LLC may instead elect to make a “push-out” election, in which case the members or partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns.
Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI-DSS or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations (for additional discussion of risks related to PCI-DSS, see – “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”).
Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI-DSS or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations (for additional discussion of risks related to PCI-DSS, see – “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”).
During 2023, we discounted 2022 and 2023 model year RVs to reduce the mix of those model years compared to incoming 2024 model year RVs that we had procured at a lower cost, which also resulted in the need for us to discount certain used RVs.
During 2023 and early 2024, we discounted 2022 and 2023 model year RVs to reduce the mix of those model years compared to 2024 model year RVs that we had procured at a lower cost, which also resulted in the need for us to discount certain used RVs.
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 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, 2024.
We compete directly or indirectly with the following types of companies: ● other RV dealers selling new and used RVs; ● major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts; ● multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon; ● distributors of RV furniture and accessories; ● online retailers; and ● independent, local specialty stores.
We compete directly or indirectly with the following types of companies: ● other RV dealers selling new and used RVs; ● major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts; ● multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon; ● online retailers; and ● independent, local specialty stores.
Even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.
Even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our 35 Table of Contents reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.
If any of these or other factors were to cause a disruption of trade from the countries in which the suppliers of our vendors are located or impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.
If any of these or other factors were to cause a disruption of trade from the countries in which our vendors or the suppliers of our vendors are located or 26 Table of Contents impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.
In connection with our IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the corporate reorganization transactions entered into in connection therewith will be eligible for resale, subject to certain limitations set forth therein.
In connection with our IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such 41 Table of Contents redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the corporate reorganization transactions entered into in connection therewith will be eligible for resale, subject to certain limitations set forth therein.
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.
In addition, unusually severe weather conditions in some geographic areas may impact demand. 22 Table of Contents On average, over the three years ended December 31, 2024, we generated 30.5% and 27.5% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer months.
New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations. For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states.
New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations. For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations 29 Table of Contents provided by motor vehicle departments in various states.
As a result of the lower industry supply of travel trailers and motorhomes for much of 2021, both average cost and average sales price increased in 2022 and 2021, but average selling price began to decrease in 2023.
As a result of the lower industry supply of travel trailers and motorhomes for much of 2021, both average cost and average sales price increased in 2022 and 2021, but average selling price began to decrease in 2023 and continued in 2024.
We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse 30 Table of Contents outcomes may subject us to significant negative publicity and an erosion of trust.
We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust.
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).
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 New York state audit (see Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
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.
If we close store locations, are unable to open new store locations, including greenfield locations and acquisitions, 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.
Several states currently have laws in effect that are similar to, and in certain cases, more restrictive than, these federal laws. Compliance with all of these regulations is costly and time-consuming.
Several states currently have laws in effect that are similar to, and in certain cases, more restrictive than, these federal laws. Compliance with these regulations is costly and time-consuming.
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.
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.
Any defaults on these retail installment sales contracts could have a material adverse effect on our business, financial condition and results of operations. If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.
Any defaults on these retail installment sales contracts could have a material adverse effect on our business, financial condition and results of operations. 27 Table of Contents If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.
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.
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.
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.
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.
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.
Climate change and other environmental and social pressures 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.
Further, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act (the “TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act.
Further, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act.
In addition, we are not required to have a Nominating and Corporate Governance Committee or Compensation Committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or to conduct annual performance evaluations of the Nominating and Corporate Governance and Compensation Committees and currently we do not have an entirely independent Nominating and Corporate Governance Committee.
In addition, we are not required to have a Nominating and Corporate Governance Committee or Compensation Committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or to conduct annual performance evaluations of the Nominating and Corporate Governance and Compensation Committees.
The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus, novel coronavirus or measles, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations.
The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus, bird flu, novel coronavirus or measles, or other public health crises, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations.
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.
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.
Pursuant to the terms of the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., in the aggregate, have more than 50% of the voting power for the election of directors, and, as a result, we are considered a “controlled company” for the purposes of the New York Stock Exchange (the “NYSE”) listing requirements.
Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., in the aggregate, have more than 50% of the voting power for the election of directors, and, as a result, we are considered a “controlled company” for the purposes of the New York Stock Exchange (the “NYSE”) listing requirements.
If any such hazardous waste were to be found on property that we occupy, a significant claim giving rise to our indemnity obligation could have a negative effect on our business, financial condition and results of operations. Our operations are subject to a series of risks related to climate change and other environmental, social, and governance (“ESG”) matters.
If any such hazardous waste were to be found on property that we occupy, a claim giving rise to our liability could have a negative effect on our business, financial condition and results of operations. Our operations are subject to a series of risks related to climate change and other environmental, social, and governance (“ESG”) matters.
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.
Finally, the size, timing, and integration of any future new store location openings, including greenfield locations and acquisitions, or the acquisition of new businesses, product lines or categories may cause substantial fluctuations in our results of operations from quarter to quarter.
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.
Thus, we and our vendors remain vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our Confidential Information, 34 Table of Contents 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.
However, there can be no assurance that we or our employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.
However, there can be no assurance that we or our employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures. Compliance with these laws and others may 31 Table of Contents be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.
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.
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. 25 Table of Contents We depend on merchandise purchased from our vendors to obtain products for our store locations.
There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. 40 Table of Contents We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
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.
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.
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.
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.
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
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. ​
We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways.
We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. 30 Table of Contents Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions.
Changes in those estimates or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material.
Changes in those estimates or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a noncash impairment charge, which could be material.
If we or our service providers are unable to comply with the security standards established by banks and the 35 Table of Contents payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business.
If we or our service providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business.
Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products are intended to appeal to consumers who are, or could become, RV owners and enthusiasts across North America.
Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products are intended to 21 Table of Contents appeal to consumers who are, or could become, RV owners and enthusiasts across North America.
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.
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.
This discounting resulted in a decrease in average selling prices of new and used vehicles in 2023. During the fourth quarter of 2022 and in connection with our Active Sports Restructuring during 2023, we used clearance and discounted pricing on certain categories within our products, services, and other offerings to reduce our retail inventory levels.
This discounting resulted in a decrease in average selling prices of new and used vehicles in 2023 and early 2024. During the fourth quarter of 2022 and in connection with restructuring activities during 2023, we used clearance and discounted pricing on certain categories within our products, services, and other offerings to reduce our retail inventory levels.
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.
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.
For additional information on our payments of dividends, see "Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy" under Part II of this Form 10-K.
For additional information on our payments of dividends, see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy” under Part II of this Form 10-K.
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.
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 16 Table of Contents effect on our business.
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.
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.
We also depend on a number of third party vendors in relation to the operation of our business, a number of which process data on our behalf.
We also depend on a number of third party vendors in relation to the operation of our business, a number of which process Confidential Information on our behalf.
Delays in opening or acquiring new store locations, on anticipated timelines or at all, could have a material adverse effect on our business, financial condition and results of operations.
Delays in opening new store locations, including greenfield locations and acquisitions, on anticipated timelines or at all, could have a material adverse effect on our business, financial condition and results of operations.
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.
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 $61.2 million and $60.2 million as of December 31, 2024 and December 31, 2023, respectively.
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.
For example, amendments to the Safeguards Rule of the GLBA 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 cyberattacks or other security breaches.
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.
Future pandemics or health crises may have 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; ● reduced 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.
In addition, during recent periods we have faced, and may continue to face, increased competition from other businesses with similar product and service offerings. For example, our competitors have listed RVs at or below cost and we have had little visibility into our competitors or manufacturers’ inventories.
In addition, during recent periods we have faced, and may continue to face, increased competition from other businesses with similar product and service offerings. For example, our competitors have listed RVs at or below cost.
The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 28% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of the ML Related Parties, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of the ML Related Parties is only required at such time as Marcus Lemonis no longer serves as our Chief Executive Officer.
The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 27.5% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of ML 37 Table of Contents Acquisition, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of the ML Related Parties is only required at such time as Marcus A.

… 156 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+0 added−1 removed3 unchanged
Biggest changeThe team maintains subject matter expert level knowledge in cybersecurity frameworks and governance organizations such as NIST, ISO27001, and PCI along with industry certifications commensurate with their roles. ​ ​ 47 Table of Contents
Biggest changeInformation Security has significant experience in incident response, forensics, vulnerability management, network security administration, fraud prevention, and other governance, risk, and compliance areas. Information Security maintains subject matter expert level knowledge in cybersecurity frameworks and governance organizations such as NIST, ISO 27001, and PCI-DSS, along with industry certifications commensurate with their roles. ​
To date, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition, however we cannot guarantee that material incidents will not occur in the future. 46 Table of Contents Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of cybersecurity and other information technology risks.
To date, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents (including the Cybersecurity Incident), that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition , however we cannot guarantee that material incidents will not occur in the future. 47 Table of Contents Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of cybersecurity and other information technology risks.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives briefings from our Chief Information Security Officer (“CISO”) on our cybersecurity risks no less than annually. In addition, management updates the Committee in addition to the full Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives briefings from our information security team (“Information Security”) on our cybersecurity risks no less than annually. In addition, management updates the Committee in addition to the full Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The CISO reports to the Chief Administrative and Legal Officer, who, together with other members of our management team, including the Chief Financial Officer, Chief Operating Officer, and Chief Accounting Officer are responsible for assessing and managing our material risks from cybersecurity threats based on regular reports from the CISO and Chief Information Officer.
Information Security reports to the Chief Administrative and Legal Officer, who, together with other members of our management team, including the Chief Financial Officer and President, is responsible for assessing and managing our material risks from cybersecurity threats based on regular reports from Information Security and information technology (“IT”) teams.
The Company’s information security team, led by our CISO, is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
Information Security is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
Reports may include briefings that have been informed by internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources in addition to alerts and reports produced by security tools deployed in the IT environment. Our CISO has 25 years of experience in industries including government, retail, and manufacturing, and industry certifications including CISSP and GIAC.
Reports may include briefings that have been informed by internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources in addition to alerts and reports produced by security tools deployed in the IT environment.
The CISO together with the Chief Information Officer regularly report on the status of projects to strengthen the security of our information technology systems and efforts regarding the prevention, detection, mitigation, and remediation of cybersecurity events.
Management receives periodic reporting on the status of projects to strengthen the security of our IT systems and efforts regarding the prevention, detection, mitigation, and remediation of cybersecurity events.
Removed
Our CISO also has experience in forensic investigations, strategic risk management, and security program development. The information security team has an average of 15 years of prior work experience in roles including incident response, forensics, vulnerability management network security administration, fraud prevention, and other governance, risk, and compliance areas.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−2 removed1 unchanged
Biggest changeThe 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.
Biggest changeThe table below sets forth certain information concerning our offices and distribution centers as of December 31, 2024, 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) ​ 42,845 ​ ​ ​ ​ ​ X 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) (2) ​ 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 ​ ​ Retail Distribution Centers: ​ ​ ​ ​ ​ ​ ​ ​ Lebec, CA (RV and Outdoor Retail) ​ 389,160 ​ 32.9 ​ 2026 ​ ​ Lebanon, Indiana (RV and Outdoor Retail) ​ 707,952 ​ 32.3 ​ 2040 ​ ​ ​ 48 Table of Contents (1) Assumes exercise of applicable lease renewal options.
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.
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 10 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. ​ 48 Table of Contents
These leases are typically “triple net leases” that require us to pay real estate taxes, insurance and maintenance costs. ​
Removed
(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.
Added
(2) The Company will relocate this office in March 2025 to a new lease in Oxnard, California of approximately 5,000 square feet and a lease expiration (1) of 2028. As of December 31, 2024, we had 206 store locations in 43 states of which we lease 165 locations.
Removed
(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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

20 edited+7 added−3 removed22 unchanged
Biggest changeChristen 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.
Biggest changeWagner joined the Company in 2007 as an inventory analyst. Mr. Wagner received a B.S. degree in Finance and Operations and Supply Chain from Marquette University. Thomas E. Kirn has served as the Company’s Chief Financial Officer since July 2024 and has served as the Company’s Chief Accounting Officer since September 2020. Mr.
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.
Christen previously served as Executive Vice President of CWGS LLC 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.
Malone previously served on the board of Stevens Equipment Supply LLC, a private company, from May 2011 until October 2020. Mr. Malone received a B.A. in accounting and business administration from St. John's University (Collegeville, Minnesota). Mr.
Mr. Malone previously served on the board of Stevens Equipment Supply LLC, a private company, from May 2011 until October 2020. Mr. Malone received a B.A. in accounting and business administration from St. John's University (Collegeville, Minnesota). Mr.
Malone's experiences as the former Chief Financial Officer of a public company, his public company board experience, and his in-depth knowledge of the outdoor lifestyle industry make him well qualified to serve on our Board of Directors. K.
Malone's experiences as the former Chief Financial Officer of a public company, his public company board experience, and his in-depth knowledge of the outdoor lifestyle industry make him well qualified to serve on our Board of Directors. Brent L.
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.
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 Kathleen S.
Cassidy previously served as a director of Cumulus Media, Inc., a public company, from May 2014 until March 2017, and served as a director of various private companies, including Industrial Media from October 2016 to February 2022, ICM Partners from December 2019 to June 2022, NEP Group, Inc. from December 2012 to October 2018, Interoute Communications Holdings from April 2015 until May 2018, OneLink Communications from May 2007 until November 2012 and ValueOptions, Inc. from December 2007 until December 2014.
Cassidy previously served as a director of Cumulus Media, Inc., a public company, from May 2014 until March 2017, served as a director of various private companies, including Industrial Media from October 2016 to February 2022, ICM Partners from December 2019 to June 2022, NEP Group, Inc. from December 2012 to October 2018, Interoute Communications Holdings from April 2015 until May 2018, OneLink Communications from May 2007 until November 2012 and ValueOptions, Inc. from December 2007 until December 2014, and served as chairman of TenCate Grass from September 2021 to February 2024.
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.
Baltins serves as a director of various private and nonprofit corporations. 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.
Malone also served as Corporate Secretary. Mr. Malone was Vice President and Treasurer of Polaris from December 1994 to January 1997 and was Chief Financial Officer and Treasurer of a predecessor company of Polaris from January 1993 to December 1994. Mr. Malone joined Polaris in 1984 after four years with Arthur Andersen LLP. Mr.
Malone was Vice President and Treasurer of Polaris from December 1994 to January 1997 and was Chief Financial Officer and Treasurer of a predecessor company of Polaris from January 1993 to December 1994. Mr. Malone joined Polaris in 1984 after four years with Arthur Andersen LLP. 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.
Malone has served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., a formerly publicly traded leading global producer of flooring products, 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.
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.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 49 Table of Contents 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 28, 2025): ​ ​ ​ ​ ​ Name Age Position(s) Marcus A. Lemonis ​ 51 ​ Chairman and Chief Executive Officer Matthew D.
Wagner previously served as Executive Vice President from August 2019 to December 2022, Senior Vice President, Sales, Marketing, and Corporate Development, from December 2018 to August 2019, and the Vice President of Inventory Operations for FreedomRoads, LLC from May 2016 to December 2018. Mr. Wagner joined the Company in 2007 as an inventory analyst. Mr.
Wagner previously served as Chief Operating Officer from January 2023 to June 2024, Executive Vice President from August 2019 to December 2022, Senior Vice President, Sales, Marketing, and Corporate Development, from December 2018 to August 2019, and the Vice President of Inventory Operations for FreedomRoads, LLC from May 2016 to December 2018. Mr.
Malone has served on the Board of Directors of Camping World Holdings, Inc. since May 2019. Mr. Malone was Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. ("Polaris"), a manufacturer of power sports vehicles, from January 1997 to July 2015 and retired from Polaris in March 2016. From January 1997 to January 2010, Mr.
Malone was Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. ("Polaris"), a manufacturer of power sports vehicles, from January 1997 to July 2015 and retired from Polaris in March 2016. From January 1997 to January 2010, Mr. Malone also served as Corporate Secretary. Mr.
Moody has served as President of Camping World Holdings, Inc. and President of CWGS Enterprises, LLC since September 2018, and on the Board of Directors of Camping World Holdings, Inc. since May 2018. Mr.
Moody served as a Senior Advisor to Camping World Holdings, Inc. from July 1, 2024 through December 31, 2024, as President of Camping World Holdings, Inc. and President of CWGS Enterprises, LLC from September 2018 to June 30, 2024, and on the Board of Directors of Camping World Holdings, Inc. since May 2018. Mr.
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.
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. Matthew D. Wagner has served as Camping World Holdings, Inc.’s President since July 2024. 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.
(formerly Viad Corp), since August 2020, and currently serves as a director of various private companies, including Saber Interactive since September 2024, Journey Beyond since July 2024, Hornblower Holdings since April 2018, Congruex LLC since November 2017, FC3 since November 2020 and Digicomm since August 2020. Mr.
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.
Lane ​ 67 ​ Director Michael W. Malone ​ 66 ​ Director Brent L. Moody ​ 63 ​ Director K. Dillon Schickli ​ 71 ​ Director Set forth below is a description of the background of each of the Company’s executive officers and directors. Marcus A.
Moody’s extensive legal experience, his experience in various areas of complex business transactions and mergers and acquisitions, and his extensive knowledge of the Company’s operations make him well qualified to serve on our Board of Directors. Karin L. Bell has served as the Camping World Holdings, Inc. Chief Financial Officer since July 2020. Ms.
Moody’s extensive legal experience, his experience in various areas of complex business transactions and mergers and acquisitions, and his extensive knowledge of the Company’s operations make him well qualified to serve on our Board of Directors. 52 Table of Contents 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.
Wagner ​ 39 ​ President and Chief Operating Officer Thomas E. Kirn ​ 38 ​ Chief Financial and Accounting Officer Lindsey J. Christen ​ 44 ​ Chief Administrative and Legal Officer and Secretary Andris A. Baltins ​ 79 ​ Director Brian P. Cassidy ​ 51 ​ Director Mary J. George ​ 74 ​ Director Kathleen S.
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.
Christen has served as Chief Administrative and Legal Officer of Camping World Holdings, Inc. and CWGS, LLC and its subsidiaries since July 2023. Ms.
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.
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. 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. Lindsey J.
Removed
Bell’s career with the Company started in May 2003 as the Chief Accounting Officer and Secretary/Treasurer for FreedomRoads, LLC (“FreedomRoads”), an indirect subsidiary of the Company, and Ms. Bell became FreedomRoad’s Chief Financial Officer and Secretary/Treasurer in December 2018. Prior to her current role, Ms. Bell served as the Company’s Chief Accounting Officer from September 2019 to June 2020. Ms.
Added
Christen received a J.D. from Brooklyn Law School in 2007 and a B.A. from Villanova University. 50 Table of Contents Andris A.
Removed
Bell was one of the first employees of FreedomRoads along with the Company’s CEO and Chairman, Marcus Lemonis. Prior to joining FreedomRoads, Ms. Bell was the Senior Vice President and Treasurer of First Security Holding LP, a niche market commercial mortgage conduit lender that also provided investor reporting services for the structured finance industry, from 1992 to 1998. Ms.
Added
Cassidy currently serves as a director of WideOpenWest, Inc., since December 2015, and Pursuit Attractions and Hospitality Inc.
Removed
Bell has also held positions with Laventhol & Horwath and Altschuler, Melvoin & Glasser, both public accounting firms, from 1982 through 1992. Ms. Bell received a B.S. in Accountancy from the University of Illinois in Champaign-Urbana in 1982. Matthew D. Wagner has served as Camping World Holdings, Inc.’s Chief Operating Officer since January 2023. Mr.
Added
Lane has served on the Board of Directors of Camping World Holdings, Inc. since March 2024. Ms. Lane served as the Chief Information Officer at TJX Companies, a multinational off-price department store corporation, from 2008 to 2013.
Added
She also served as Chief Information Officer at National Grid, a multi-national electricity and gas provider for commercial and residential applications from 2006 to 2008. She has also had a breadth of experience within the consumer products industry, having started her career at The Proctor & Gamble Company. Ms.
Added
Lane then served as Chief Information Officer at Gillette and as director, technology services of Pepsi Cola International. She has served on the Board of Directors of Hanover Insurance Group, Inc., an insurance company, since September 2018. Ms.
Added
Lane previously served as a director of Bob Evans Farms, Inc., a publicly traded operator of over 500 restaurants and a producer and distributer of food products, from 2014 to 2018, Armstrong Flooring, Inc., a formerly publicly traded leading global producer of flooring products, from 2016 to 2023, and EarthLink Holdings, LLC, a managed network, security and cloud services provider, from 2013 to 2017.
Added
Ms. Lane’s experience in retail industries and as a Chief Information Officer provides our Board of Directors with valuable expertise in key focus areas and makes Ms. Lane well qualified to serve on our Board of Directors. Michael W. Malone has served on the Board of Directors of Camping World Holdings, Inc. since May 2019. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+2 added−5 removed11 unchanged
Biggest changeSee "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.
Biggest changeIssuer 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, 2024 to October 31, 2024 ​ — ​ $— ​ — ​ $120,166,000 November 1, 2024 to November 30, 2024 ​ — ​ — ​ — ​ 120,166,000 December 1, 2024 to December 31, 2024 ​ — ​ — ​ — ​ 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 2023, 2022 and 2021), 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 2024, 2023 and 2022), regardless of the actual final tax liability of any such member.
Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.
Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, any Excess Tax Distributions, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.
Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax 53 Table of Contents liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
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.
The graph and table assume that $100 was invested on December 31, 2019 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2019 ​ 2020 2021 2022 2023 2024 Camping World Holdings, Inc.
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] ​
Used with permission. All rights reserved Copyright 1980-2025. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. Recent Sales of Unregistered Securities None. ITEM 6. [Reserved] ​ 55 Table of Contents
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.
Holders of Record As of February 7, 2025, there were 10 and 44,813 stockholders of record and beneficial holders, respectively, of our Class A common stock. As of February 7, 2025, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
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 table above excludes shares net settled by the Company in connection with tax withholdings associated with the vesting of restricted stock units as these shares were not issued and outstanding. 54 Table of Contents Stock Performance Graph The following graph and table illustrate the total return for the five years ended December 31, 2024 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.
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).
Dividend Policy Since 2023, we have made a regular quarterly cash dividend of $0.125 per share of Class A common stock and intend to continue to do so, subject to the discretion of our Board of Directors and the other factors described below.
Removed
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).
Added
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.
Removed
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.
Added
Class A common stock ​ $ 100.00 ​ $ 189.50 ​ $ 305.10 ​ $ 184.58 ​ $ 230.89 ​ $ 189.48 S&P 500 Index ​ $ 100.00 ​ $ 118.40 ​ $ 152.39 ​ $ 124.79 ​ $ 157.59 ​ $ 197.02 S&P 500 Consumer Discretionary Distribution & Retail Index ​ $ 100.00 ​ $ 146.42 ​ $ 174.69 ​ $ 114.80 ​ $ 163.48 ​ $ 217.64 Source: Zacks Investment Research, Inc.
Removed
Also, prior to 2021, the portion of our cash dividend relating to all or a portion of the Excess Tax Distribution was referred to as a special dividend.
Removed
The table above excludes shares net settled by the Company in connection with tax withholdings associated with the vesting of restricted stock units as these shares were not issued and outstanding.
Removed
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.

Item 7. Management's Discussion & Analysis

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

136 edited+91 added−59 removed104 unchanged
Biggest changeWe 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.
Biggest changeThe following table reconciles Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2024 ​ 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to Camping World Holdings, Inc. ​ $ (38,637) ​ $ 33,372 ​ $ 123,748 ​ Adjustments related to basic calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-lived asset impairment (a): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 15,061 ​ ​ 9,269 ​ ​ 4,231 ​ Income tax expense for above adjustment (b) ​ ​ (2,033) ​ ​ (1,233) ​ ​ (99) ​ Lease termination (c): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ (2,297) ​ ​ (103) ​ ​ 1,614 ​ Income tax benefit for above adjustment (b) ​ ​ 301 ​ ​ 13 ​ ​ — ​ Loss (gain) on sale or disposal of assets (d): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 9,855 ​ ​ (5,222) ​ ​ 622 ​ Income tax (expense) benefit for above adjustment (b) ​ ​ (1,310) ​ ​ 690 ​ ​ (46) ​ SBC (e): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 21,585 ​ ​ 24,086 ​ ​ 33,847 ​ Income tax expense for above adjustment (b) ​ ​ (2,963) ​ ​ (3,228) ​ ​ (3,810) ​ Tax Receivable Agreement liability adjustment (f): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ (2,442) ​ ​ (114) ​ Income tax benefit for above adjustment (b) ​ ​ — ​ ​ 613 ​ ​ 29 ​ Restructuring costs (g): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ 5,540 ​ ​ 7,026 ​ Income tax expense for above adjustment (b) ​ ​ — ​ ​ (736) ​ ​ — ​ Loss and/or impairment on investments in equity securities (h): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 3,262 ​ ​ 1,770 ​ ​ — ​ Income tax expense for above adjustment (b) ​ ​ (473) ​ ​ (237) ​ ​ — ​ Income tax benefit impact from LLC Conversion (i): ​ ​ — ​ ​ (2,008) ​ ​ 28,402 ​ Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (j) ​ ​ (21,635) ​ ​ (16,683) ​ ​ (31,065) ​ Adjusted net (loss) income attributable to Camping World Holdings, Inc. – basic ​ ​ (19,284) ​ ​ 43,461 ​ ​ 164,385 ​ 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 ​ 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) ​ Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k) ​ ​ — ​ ​ 36,240 ​ ​ — ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l) ​ ​ — ​ ​ (8,341) ​ ​ — ​ Adjusted net (loss) income attributable to Camping World Holdings, Inc. – diluted ​ $ (19,284) ​ $ 71,360 ​ $ 165,459 ​ 78 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2024 ​ 2023 2022 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average Class A common shares outstanding – basic ​ ​ 48,005 ​ ​ 44,626 ​ ​ 42,386 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (m) ​ ​ — ​ ​ 40,045 ​ ​ — ​ Dilutive options to purchase Class A common stock (m) ​ ​ — ​ ​ 20 ​ ​ 56 ​ Dilutive restricted stock units (m) ​ ​ — ​ ​ 281 ​ ​ 412 ​ Adjusted weighted average Class A common shares outstanding – diluted ​ ​ 48,005 ​ ​ 84,972 ​ ​ 42,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted (loss) earnings per share - basic ​ $ (0.40) ​ $ 0.97 ​ $ 3.88 ​ Adjusted (loss) earnings per share - diluted ​ $ (0.40) ​ $ 0.84 ​ $ 3.86 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive amounts (n): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k) ​ $ (18,608) ​ $ — ​ $ 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 (l) ​ $ 5,323 ​ $ — ​ $ (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 (o) ​ $ — ​ $ — ​ $ 12,280 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n) ​ ​ 40,007 ​ ​ — ​ ​ 42,045 ​ Anti-dilutive options to purchase Class A common stock (n) ​ ​ 9 ​ ​ — ​ ​ — ​ Anti-dilutive restricted stock units (n) ​ ​ 268 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of per share amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock — basic ​ $ (0.80) ​ $ 0.75 ​ $ 2.92 ​ Non-GAAP Adjustments (p) ​ ​ 0.40 ​ ​ 0.22 ​ ​ 0.96 ​ Adjusted (loss) earnings per share - basic ​ $ (0.40) ​ $ 0.97 ​ $ 3.88 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock — diluted ​ $ (0.80) ​ $ 0.57 ​ $ 2.91 ​ Non-GAAP Adjustments (p) ​ ​ 0.40 ​ ​ 0.23 ​ ​ 0.96 ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (q) ​ ​ — ​ ​ 0.04 ​ ​ — ​ Dilutive options to purchase Class A common stock and/or restricted stock units (q) ​ ​ — ​ ​ — ​ ​ (0.01) ​ Adjusted (loss) earnings per share - diluted ​ $ (0.40) ​ $ 0.84 ​ $ 3.86 ​ ​ (a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.
Equity-based compensation expenses decreased $10.0 million (See Note 21 — Equity-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) resulting primarily from (i) $2.7 million less expense, compared to 2022, related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 and 2023 compared to any of the years from 2017 to 2021.
Equity-based compensation expenses decreased $10.0 million (See Note 21 — Stock-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) resulting primarily from (i) $2.7 million less expense, compared to 2022, related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 and 2023 compared to any of the years from 2017 to 2021.
The $ 31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units (“RSU”), $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $ 59.3 million of net proceeds from borrowings under the Floor Plan Facility , $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options.
The $ 31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units, $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $ 59.3 million of net proceeds from borrowings under the Floor Plan Facility , $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options.
Other interest expense, net Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company’s Real Estate Facilities (see Note 10 – Long-Term Debt to our condensed consolidated financial statements included in Part II, Item 8 of this Form 10-K).
Other interest expense, net Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company’s Real Estate Facilities (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
We define “Adjusted Earnings Per Share – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any.
We define “Adjusted (Loss) Earnings Per Share – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any.
No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interest other than income tax expense recorded by CWGS, LLC. Rather, tax distributions are paid to the non-controlling interest holders, which are recorded as distributions to holders of LLC common units in the consolidated statements of cash flows.
No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interests other than income tax expense recorded by CWGS, LLC. Rather, tax distributions are paid to the non-controlling interest holders, which are recorded as distributions to holders of LLC common units in the consolidated statements of cash flows.
To improve comparability of our financial results, users of our financial statements may find it useful to review our earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive.
To improve comparability of our financial results, users of our financial statements may find it useful to review our (loss) earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive.
These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives and for planning purposes.
Certain of these Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives, and for planning purposes.
For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of this Form 10-K. 79 Table of Contents The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities , other long-term debt and finance lease arrangements .
For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of this Form 10-K. The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities , other long-term debt and finance lease arrangements .
(j) Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their 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.
(i) Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their 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.
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.
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.
(h) Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above.
(f) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above.
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. (i) Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.
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. (g) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.
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.
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 Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (f) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods ended on or before 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. (g) Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022.
Good Sam Services and Plans gross profit and gross margin increased primarily due to a nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in the current year and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses.
Good Sam Services and Plans gross profit and gross margin increased primarily due to a nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses.
Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund the repurchase and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs.
Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund the repurchase and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, 81 Table of Contents depending on market conditions and corporate needs.
CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such is generally not subject to any 60 Table of Contents U.S. federal entity-level income taxes (“Pass-Through”), with the exception of Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are C-Corps embedded within the CWGS, LLC structure.
CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such is generally not subject to any U.S. federal entity-level income taxes (“Pass-Through”), with the exception of Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are active C-Corps embedded within the CWGS, LLC structure.
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.
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 gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.
(g) Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations.
(h) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations.
The increase was primarily due to a $455.3 million increase in the working capital adjustment for inventory, a $42.6 million increase in the working capital adjustment for accounts payable and accrued expenses, a $21.2 million increase in the working capital adjustment for prepaid expenses and other assets, a $7.1 million increase in the working capital adjustment for operating lease liabilities, and a $5.0 million increase in long-lived asset impairment, partially offset by a $300.4 million reduction in net income, a $55.2 million decrease in deferred income taxes, a $19.8 million decrease in the working capital adjustment for accounts receivable and contracts in transit, an $11.7 million decrease in depreciation and amortization, a $9.8 million decrease in equity-based compensation, an $8.2 million decrease in deferred revenue, a $5.8 million increase in gain on sale or disposal of assets, and a $1.7 million increase in gain on lease termination.
The increase was primarily due to a $455.3 million increase in the working capital adjustment for inventory, a $42.6 million increase in the working capital adjustment for accounts payable and accrued expenses, a $21.2 million increase in the working capital adjustment for prepaid expenses and other assets, a $7.1 million increase in the working capital adjustment for operating lease liabilities, and a $5.0 million increase in long-lived asset impairment, partially offset by a $284.9 million reduction in net income, a $70.7 million decrease in deferred income taxes, a $19.8 million decrease in the working capital adjustment for accounts receivable and contracts in transit, an $11.7 million decrease in depreciation and amortization, a $9.8 million decrease in equity-based compensation, an $8.2 million decrease in deferred revenue, a $5.8 million increase in gain on sale or disposal of assets, and a $1.7 million increase in gain on lease termination.
While gross margins for our RV and Outdoor Retail segment are lower than gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue.
While gross margins for our RV and Outdoor Retail segment are lower than 57 Table of Contents gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue.
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 Note 1 — Summary of Significant Accounting Policies — 56 Table of Contents 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.
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.
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 deductions generated by (i) payments under the Tax Receivable Agreement and (ii) redemptions of common units by the Continuing Equity Owners.
(n) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-Corps that under the Company’s equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries of CWGS, LLC.
(o) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-Corps that under the Company’s equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries.
See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. ​ 62 Table of Contents Results of Operations Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following tables set forth information comparing the components of net income for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ Favorable/ (Unfavorable) ​ ($ in thousands) Amount Revenue Amount Revenue $ % Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 193,827 ​ 3.1% ​ $ 192,128 ​ 2.8% ​ $ 1,699 ​ 0.9% ​ RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,576,278 ​ 41.4% ​ ​ 3,228,077 ​ 46.3% ​ ​ (651,799) ​ (20.2%) ​ Used vehicles ​ ​ 1,979,632 ​ 31.8% ​ ​ 1,877,601 ​ 26.9% ​ ​ 102,031 ​ 5.4% ​ Products, service and other ​ ​ 870,038 ​ 14.0% ​ ​ 999,214 ​ 14.3% ​ ​ (129,176) ​ (12.9%) ​ Finance and insurance, net ​ ​ 562,256 ​ 9.0% ​ ​ 623,456 ​ 8.9% ​ ​ (61,200) ​ (9.8%) ​ Good Sam Club ​ ​ 44,516 ​ 0.7% ​ ​ 46,537 ​ 0.7% ​ ​ (2,021) ​ (4.3%) ​ Subtotal ​ ​ 6,032,720 ​ 96.9% ​ ​ 6,774,885 ​ 97.2% ​ ​ (742,165) ​ (11.0%) ​ Total revenue ​ ​ 6,226,547 ​ 100.0% ​ ​ 6,967,013 ​ 100.0% ​ ​ (740,466) ​ (10.6%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit (exclusive of depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 134,436 ​ 2.2% ​ ​ 120,162 ​ 1.7% ​ ​ 14,274 ​ 11.9% ​ RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 400,459 ​ 6.4% ​ ​ 651,801 ​ 9.4% ​ ​ (251,342) ​ (38.6%) ​ Used vehicles ​ ​ 405,394 ​ 6.5% ​ ​ 459,548 ​ 6.6% ​ ​ (54,154) ​ (11.8%) ​ Products, service and other ​ ​ 336,413 ​ 5.4% ​ ​ 368,204 ​ 5.3% ​ ​ (31,791) ​ (8.6%) ​ Finance and insurance, net ​ ​ 562,256 ​ 9.0% ​ ​ 623,456 ​ 8.9% ​ ​ (61,200) ​ (9.8%) ​ Good Sam Club ​ ​ 39,691 ​ 0.6% ​ ​ 39,113 ​ 0.6% ​ ​ 578 ​ 1.5% ​ Subtotal ​ ​ 1,744,213 ​ 28.0% ​ ​ 2,142,122 ​ 30.7% ​ ​ (397,909) ​ (18.6%) ​ Total gross profit ​ ​ 1,878,649 ​ 30.2% ​ ​ 2,262,284 ​ 32.5% ​ ​ (383,635) ​ (17.0%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ ​ 1,538,988 ​ 24.7% ​ ​ 1,606,984 ​ 23.1% ​ ​ 67,996 ​ 4.2% ​ Depreciation and amortization ​ ​ 68,643 ​ 1.1% ​ ​ 80,304 ​ 1.2% ​ ​ 11,661 ​ 14.5% ​ Long-lived asset impairment ​ ​ 9,269 ​ 0.1% ​ ​ 4,231 ​ 0.1% ​ ​ (5,038) ​ (119.1%) ​ Lease termination ​ ​ (103) ​ (0.0%) ​ ​ 1,614 ​ 0.0% ​ ​ 1,717 ​ nm ​ Loss (gain) on sale or disposal of assets ​ ​ (5,222) ​ (0.1%) ​ ​ 622 ​ 0.0% ​ ​ 5,844 ​ nm ​ Total operating expenses ​ ​ 1,611,575 ​ 25.9% ​ ​ 1,693,755 ​ 24.3% ​ ​ (82,180) ​ (4.9%) ​ Income from operations ​ ​ 267,074 ​ 4.3% ​ ​ 568,529 ​ 8.2% ​ ​ (301,455) ​ (53.0%) ​ Other expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floor plan interest expense ​ ​ (83,075) ​ (1.3%) ​ ​ (42,031) ​ (0.6%) ​ ​ (41,044) ​ (97.7%) ​ Other interest expense, net ​ ​ (135,270) ​ (2.2%) ​ ​ (75,745) ​ (1.1%) ​ ​ (59,525) ​ (78.6%) ​ Tax Receivable Agreement liability adjustment ​ ​ 2,442 ​ 0.0% ​ ​ 114 ​ 0.0% ​ ​ 2,328 ​ nm ​ Other expense, net ​ ​ (1,769) ​ (0.0%) ​ ​ (752) ​ (0.0%) ​ ​ (1,017) ​ (135.2%) ​ Total other expense ​ ​ (217,672) ​ (3.5%) ​ ​ (118,414) ​ (1.7%) ​ ​ (99,258) ​ (83.8%) ​ Income before income taxes ​ ​ 49,402 ​ 0.8% ​ ​ 450,115 ​ 6.5% ​ ​ (400,713) ​ (89.0%) ​ Income tax benefit (expense) ​ ​ 1,199 ​ 0.0% ​ ​ (99,084) ​ (1.4%) ​ ​ 100,283 ​ nm ​ Net income ​ ​ 50,601 ​ 0.8% ​ ​ 351,031 ​ 5.0% ​ ​ (300,430) ​ (85.6%) ​ Less: net income attributable to non-controlling interests ​ ​ (19,557) ​ (0.3%) ​ ​ (214,084) ​ (3.1%) ​ ​ 194,527 ​ 90.9% ​ Net income attributable to Camping World Holdings, Inc. ​ $ 31,044 ​ 0.5% ​ $ 136,947 ​ 2.0% ​ $ (105,903) ​ (77.3%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ nm- not meaningful 63 Table of Contents Supplemental Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ Percent ​ ​ 2023 2022 (decrease) ​ Change Unit sales ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 58,731 ​ ​ 70,429 ​ ​ (11,698) ​ ​ ​ (16.6%) Used vehicles ​ ​ 56,823 ​ ​ 51,325 ​ ​ 5,498 ​ ​ ​ 10.7% Total ​ ​ 115,554 ​ ​ 121,754 ​ ​ (6,200) ​ ​ ​ (5.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average selling price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 43,866 ​ $ 45,834 ​ $ (1,969) ​ ​ ​ (4.3%) Used vehicles ​ ​ 34,839 ​ ​ 36,583 ​ ​ (1,744) ​ ​ ​ (4.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store unit sales (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 51,858 ​ ​ 66,610 ​ ​ (14,752) ​ ​ ​ (22.1%) Used vehicles ​ ​ 51,072 ​ ​ 48,648 ​ ​ 2,424 ​ ​ ​ 5.0% Total ​ ​ 102,930 ​ ​ 115,258 ​ ​ (12,328) ​ ​ ​ (10.7%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store revenue (1) ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 2,296,811 ​ $ 3,090,711 ​ $ (793,900) ​ ​ ​ (25.7%) Used vehicles ​ ​ 1,791,352 ​ ​ 1,803,943 ​ ​ (12,591) ​ ​ ​ (0.7%) Products, service and other ​ ​ 635,670 ​ ​ 691,044 ​ ​ (55,374) ​ ​ ​ (8.0%) Finance and insurance, net ​ ​ 504,315 ​ ​ 599,435 ​ ​ (95,120) ​ ​ ​ (15.9%) Total ​ $ 5,228,148 ​ $ 6,185,133 ​ $ (956,985) ​ ​ ​ (15.5%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average gross profit per unit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 6,819 ​ $ 9,255 ​ $ (2,436) ​ ​ ​ (26.3%) Used vehicles ​ ​ 7,134 ​ ​ 8,954 ​ ​ (1,819) ​ ​ ​ (20.3%) Finance and insurance, net per vehicle unit ​ ​ 4,866 ​ ​ 5,121 ​ ​ (255) ​ ​ ​ (5.0%) Total vehicle front-end yield (2) ​ ​ 11,840 ​ ​ 14,248 ​ ​ (2,409) ​ ​ ​ (16.9%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 69.4% ​ ​ 62.5% ​ ​ 682 bps ​ ​ ​ New vehicles ​ ​ 15.5% ​ ​ 20.2% ​ ​ (465) bps ​ ​ ​ Used vehicles ​ ​ 20.5% ​ ​ 24.5% ​ ​ (400) bps ​ ​ ​ Products, service and other ​ ​ 38.7% ​ ​ 36.8% ​ ​ 182 bps ​ ​ ​ Finance and insurance, net ​ ​ 100.0% ​ ​ 100.0% ​ ​ unch. bps ​ ​ ​ Good Sam Club ​ ​ 89.2% ​ ​ 84.0% ​ ​ 511 bps ​ ​ ​ Subtotal RV and Outdoor Retail ​ ​ 28.9% ​ ​ 31.6% ​ ​ (271) bps ​ ​ ​ Total gross margin ​ ​ 30.2% ​ ​ 32.5% ​ ​ (230) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV and Outdoor Retail inventories ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 1,378,403 ​ $ 1,411,016 ​ $ (32,613) ​ ​ ​ (2.3%) Used vehicles ​ ​ 464,833 ​ ​ 464,311 ​ ​ 522 ​ ​ ​ 0.1% Products, parts, accessories and misc. ​ ​ 199,261 ​ ​ 247,906 ​ ​ (48,645) ​ ​ ​ (19.6%) Total RV and Outdoor Retail inventories ​ $ 2,042,497 ​ $ 2,123,233 ​ $ (80,736) ​ ​ ​ (3.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory per location ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory per dealer location ​ $ 6,962 ​ $ 7,466 ​ $ (504) ​ ​ ​ (6.8%) Used vehicle inventory per dealer location ​ ​ 2,348 ​ ​ 2,457 ​ ​ (109) ​ ​ ​ (4.4%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory turnover (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory turnover ​ ​ 1.8 ​ ​ 1.9 ​ ​ (0.2) ​ ​ ​ (8.6%) Used vehicle inventory turnover ​ ​ 2.9 ​ ​ 3.4 ​ ​ (0.5) ​ ​ ​ (14.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail locations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV dealerships ​ ​ 198 ​ ​ 189 ​ ​ 9 ​ ​ ​ 4.8% RV service & retail centers ​ ​ 4 ​ ​ 7 ​ ​ (3) ​ ​ ​ (42.9%) Subtotal ​ ​ 202 ​ ​ 196 ​ ​ 6 ​ ​ ​ 3.1% Other retail stores ​ ​ — ​ ​ 1 ​ ​ (1) ​ ​ ​ (100.0%) Total ​ ​ 202 ​ ​ 197 ​ ​ 5 ​ ​ ​ 2.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Active Customers (4) ​ ​ 4,959,723 ​ ​ 5,265,939 ​ ​ (306,216) ​ ​ ​ (5.8%) Good Sam Club members ​ ​ 2,027,353 ​ ​ 2,026,215 ​ ​ 1,138 ​ ​ ​ 0.1% Service bays (5) ​ ​ 2,757 ​ ​ 2,693 ​ ​ 64 ​ ​ ​ 2.4% Finance and insurance gross profit as a % of total vehicle revenue ​ ​ 12.3% ​ ​ 12.2% ​ ​ 13 bps ​ ​ n/a Same store locations ​ ​ 166 ​ ​ n/a ​ ​ n/a ​ ​ ​ n/a ​ (1) Our same store revenue and units 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.
Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease in Segment Adjusted EBITDA. ​ 68 Table of Contents Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following tables set forth information comparing the components of net income for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ Favorable/ (Unfavorable) ($ in thousands) Amount Revenue Amount Revenue $ % Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 193,827 ​ 3.1% ​ $ 192,128 ​ 2.8% ​ $ 1,699 ​ 0.9% RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,576,278 ​ 41.4% ​ ​ 3,228,077 ​ 46.3% ​ ​ (651,799) ​ (20.2%) Used vehicles ​ ​ 1,979,632 ​ 31.8% ​ ​ 1,877,601 ​ 26.9% ​ ​ 102,031 ​ 5.4% Products, service and other ​ ​ 870,038 ​ 14.0% ​ ​ 999,214 ​ 14.3% ​ ​ (129,176) ​ (12.9%) Finance and insurance, net ​ ​ 562,256 ​ 9.0% ​ ​ 623,456 ​ 8.9% ​ ​ (61,200) ​ (9.8%) Good Sam Club ​ ​ 44,516 ​ 0.7% ​ ​ 46,537 ​ 0.7% ​ ​ (2,021) ​ (4.3%) Subtotal ​ ​ 6,032,720 ​ 96.9% ​ ​ 6,774,885 ​ 97.2% ​ ​ (742,165) ​ (11.0%) Total revenue ​ ​ 6,226,547 ​ 100.0% ​ ​ 6,967,013 ​ 100.0% ​ ​ (740,466) ​ (10.6%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit (exclusive of depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 134,436 ​ 2.2% ​ ​ 120,162 ​ 1.7% ​ ​ 14,274 ​ 11.9% RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 400,459 ​ 6.4% ​ ​ 651,801 ​ 9.4% ​ ​ (251,342) ​ (38.6%) Used vehicles ​ ​ 405,394 ​ 6.5% ​ ​ 459,548 ​ 6.6% ​ ​ (54,154) ​ (11.8%) Products, service and other ​ ​ 336,413 ​ 5.4% ​ ​ 368,204 ​ 5.3% ​ ​ (31,791) ​ (8.6%) Finance and insurance, net ​ ​ 562,256 ​ 9.0% ​ ​ 623,456 ​ 8.9% ​ ​ (61,200) ​ (9.8%) Good Sam Club ​ ​ 39,691 ​ 0.6% ​ ​ 39,113 ​ 0.6% ​ ​ 578 ​ 1.5% Subtotal ​ ​ 1,744,213 ​ 28.0% ​ ​ 2,142,122 ​ 30.7% ​ ​ (397,909) ​ (18.6%) Total gross profit ​ ​ 1,878,649 ​ 30.2% ​ ​ 2,262,284 ​ 32.5% ​ ​ (383,635) ​ (17.0%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ ​ 1,538,988 ​ 24.7% ​ ​ 1,606,984 ​ 23.1% ​ ​ 67,996 ​ 4.2% Depreciation and amortization ​ ​ 68,643 ​ 1.1% ​ ​ 80,304 ​ 1.2% ​ ​ 11,661 ​ 14.5% Long-lived asset impairment ​ ​ 9,269 ​ 0.1% ​ ​ 4,231 ​ 0.1% ​ ​ (5,038) ​ (119.1%) Lease termination ​ ​ (103) ​ (0.0%) ​ ​ 1,614 ​ 0.0% ​ ​ 1,717 ​ n/m Loss (gain) on sale or disposal of assets ​ ​ (5,222) ​ (0.1%) ​ ​ 622 ​ 0.0% ​ ​ 5,844 ​ n/m Total operating expenses ​ ​ 1,611,575 ​ 25.9% ​ ​ 1,693,755 ​ 24.3% ​ ​ 82,180 ​ 4.9% Income from operations ​ ​ 267,074 ​ 4.3% ​ ​ 568,529 ​ 8.2% ​ ​ (301,455) ​ (53.0%) Other expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floor plan interest expense ​ ​ (83,075) ​ (1.3%) ​ ​ (42,031) ​ (0.6%) ​ ​ (41,044) ​ (97.7%) Other interest expense, net ​ ​ (135,270) ​ (2.2%) ​ ​ (75,745) ​ (1.1%) ​ ​ (59,525) ​ (78.6%) Tax Receivable Agreement liability adjustment ​ ​ 2,442 ​ 0.0% ​ ​ 114 ​ 0.0% ​ ​ 2,328 ​ n/m Other expense, net ​ ​ (1,769) ​ (0.0%) ​ ​ (752) ​ (0.0%) ​ ​ (1,017) ​ (135.2%) Total other expense ​ ​ (217,672) ​ (3.5%) ​ ​ (118,414) ​ (1.7%) ​ ​ (99,258) ​ (83.8%) Income before income taxes ​ ​ 49,402 ​ 0.8% ​ ​ 450,115 ​ 6.5% ​ ​ (400,713) ​ (89.0%) Income tax benefit (expense) ​ ​ 3,527 ​ 0.1% ​ ​ (112,283) ​ (1.6%) ​ ​ 115,810 ​ n/m Net income ​ ​ 52,929 ​ 0.9% ​ ​ 337,832 ​ 4.8% ​ ​ (284,903) ​ (84.3%) Less: net income attributable to non-controlling interests ​ ​ (19,557) ​ (0.3%) ​ ​ (214,084) ​ (3.1%) ​ ​ 194,527 ​ 90.9% Net income attributable to Camping World Holdings, Inc. ​ $ 33,372 ​ 0.5% ​ $ 123,748 ​ 1.8% ​ $ (90,376) ​ (73.0%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m- not meaningful 69 Table of Contents Supplemental Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ Percent ​ ​ 2023 2022 (decrease) ​ Change Unit sales ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 58,731 ​ ​ 70,429 ​ ​ (11,698) ​ ​ ​ (16.6%) Used vehicles ​ ​ 56,823 ​ ​ 51,325 ​ ​ 5,498 ​ ​ ​ 10.7% Total ​ ​ 115,554 ​ ​ 121,754 ​ ​ (6,200) ​ ​ ​ (5.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average selling price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 43,866 ​ $ 45,834 ​ $ (1,969) ​ ​ ​ (4.3%) Used vehicles ​ ​ 34,839 ​ ​ 36,583 ​ ​ (1,744) ​ ​ ​ (4.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store unit sales (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 51,858 ​ ​ 66,610 ​ ​ (14,752) ​ ​ ​ (22.1%) Used vehicles ​ ​ 51,072 ​ ​ 48,648 ​ ​ 2,424 ​ ​ ​ 5.0% Total ​ ​ 102,930 ​ ​ 115,258 ​ ​ (12,328) ​ ​ ​ (10.7%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store revenue (1) ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 2,296,811 ​ $ 3,090,711 ​ $ (793,900) ​ ​ ​ (25.7%) Used vehicles ​ ​ 1,791,352 ​ ​ 1,803,943 ​ ​ (12,591) ​ ​ ​ (0.7%) Products, service and other ​ ​ 635,670 ​ ​ 691,044 ​ ​ (55,374) ​ ​ ​ (8.0%) Finance and insurance, net ​ ​ 504,315 ​ ​ 599,435 ​ ​ (95,120) ​ ​ ​ (15.9%) Total ​ $ 5,228,148 ​ $ 6,185,133 ​ $ (956,985) ​ ​ ​ (15.5%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average gross profit per unit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 6,819 ​ $ 9,255 ​ $ (2,436) ​ ​ ​ (26.3%) Used vehicles ​ ​ 7,134 ​ ​ 8,954 ​ ​ (1,819) ​ ​ ​ (20.3%) Finance and insurance, net per vehicle unit ​ ​ 4,866 ​ ​ 5,121 ​ ​ (255) ​ ​ ​ (5.0%) Total vehicle front-end yield (2) ​ ​ 11,840 ​ ​ 14,248 ​ ​ (2,409) ​ ​ ​ (16.9%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 69.4% ​ ​ 62.5% ​ ​ 682 bps ​ ​ ​ New vehicles ​ ​ 15.5% ​ ​ 20.2% ​ ​ (465) bps ​ ​ ​ Used vehicles ​ ​ 20.5% ​ ​ 24.5% ​ ​ (400) bps ​ ​ ​ Products, service and other ​ ​ 38.7% ​ ​ 36.8% ​ ​ 182 bps ​ ​ ​ Finance and insurance, net ​ ​ 100.0% ​ ​ 100.0% ​ ​ unch ​ ​ ​ ​ Good Sam Club ​ ​ 89.2% ​ ​ 84.0% ​ ​ 511 bps ​ ​ ​ Subtotal RV and Outdoor Retail ​ ​ 28.9% ​ ​ 31.6% ​ ​ (271) bps ​ ​ ​ Total gross margin ​ ​ 30.2% ​ ​ 32.5% ​ ​ (230) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail locations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV dealerships ​ ​ 198 ​ ​ 189 ​ ​ 9 ​ ​ ​ 4.8% RV service & retail centers ​ ​ 4 ​ ​ 7 ​ ​ (3) ​ ​ ​ (42.9%) Subtotal ​ ​ 202 ​ ​ 196 ​ ​ 6 ​ ​ ​ 3.1% Other retail stores ​ ​ — ​ ​ 1 ​ ​ (1) ​ ​ ​ (100.0%) Total ​ ​ 202 ​ ​ 197 ​ ​ 5 ​ ​ ​ 2.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV and Outdoor Retail inventories ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 1,378,403 ​ $ 1,411,016 ​ $ (32,613) ​ ​ ​ (2.3%) Used vehicles ​ ​ 464,833 ​ ​ 464,311 ​ ​ 522 ​ ​ ​ 0.1% Products, parts, accessories and misc. ​ ​ 199,261 ​ ​ 247,906 ​ ​ (48,645) ​ ​ ​ (19.6%) Total RV and Outdoor Retail inventories ​ $ 2,042,497 ​ $ 2,123,233 ​ $ (80,736) ​ ​ ​ (3.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory per location ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory per dealer location ​ $ 6,962 ​ $ 7,466 ​ $ (504) ​ ​ ​ (6.8%) Used vehicle inventory per dealer location ​ ​ 2,348 ​ ​ 2,457 ​ ​ (109) ​ ​ ​ (4.4%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory turnover (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory turnover ​ ​ 1.8 ​ ​ 1.9 ​ ​ (0.2) ​ ​ ​ (8.6%) Used vehicle inventory turnover ​ ​ 2.9 ​ ​ 3.4 ​ ​ (0.5) ​ ​ ​ (14.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Active Customers (4) ​ ​ 4,959,723 ​ ​ 5,265,939 ​ ​ (306,216) ​ ​ ​ (5.8%) Good Sam Club members (5) ​ ​ 2,027,353 ​ ​ 2,026,215 ​ ​ 1,138 ​ ​ ​ 0.1% Service bays (6) ​ ​ 2,757 ​ ​ 2,693 ​ ​ 64 ​ ​ ​ 2.4% Finance and insurance gross profit as a % of total vehicle revenue ​ ​ 12.3% ​ ​ 12.2% ​ ​ 13 bps ​ ​ n/a Same store locations ​ ​ 166 ​ ​ n/a ​ ​ n/a ​ ​ ​ n/a ​ 70 Table of Contents unch -unchanged bps- basis points n/a- not applicable ​ (1) Our same store revenue and units 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.
Adjusted Net Income Attributable to Camping World Holdings, Inc. and Adjusted Earnings Per Share We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic” as net income attributable to Camping World Holdings, Inc. adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance.
Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. and Adjusted (Loss) Earnings Per Share We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic” as net income attributable to Camping World Holdings, Inc. adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance.
The chargeback liabilities included in the estimate of variable consideration totaled $68.2 million and $76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on our consolidated balance sheets.
The chargeback liabilities included in the estimate of variable consideration totaled $65.4 million and $68.2 million as of December 31, 2024 and December 31, 2023, respectively, which are recorded as part of other current liabilities and other long-term liabilities on our consolidated balance sheets.
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.
(c) Represents the gains and losses on the termination of operating leases 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.
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).
For the years ended December 31, 2024, 2023, and 2022, we recorded long-lived asset impairment of $15.1 million, $9.3 million, and $4.2 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).
(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.
(e) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory 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.
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.
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 to fund these acquisitions and new locations; and availability of financing.
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.
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.
Revenue Recognition — Finance and Insurance Chargebacks Finance and insurance revenue is recorded net, since we are acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has 81 Table of Contents been arranged.
Revenue Recognition — Finance and Insurance Chargebacks Finance and insurance revenue is recorded net, since we are acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged.
(5) A service bay is a fully-constructed bay dedicated to service, installation, and/or collision offerings. 64 Table of Contents Revenue and Gross Profit Good Sam Services and Plans Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the Good Sam Insurance Agency, the extended vehicle warranty and roadside assistance programs, partially offset by an enrollment reduction from the Good Sam TravelAssist programs and reduced magazine ad revenue.
(6) A service bay is a fully-constructed bay dedicated to service, installation, and/or collision offerings. ​ Revenue and Gross Profit Good Sam Services and Plans Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the Good Sam Insurance Agency, extended vehicle warranty and roadside assistance programs, partially offset by an enrollment reduction from the Good Sam TravelAssist programs and reduced magazine ad revenue.
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.
As of December 31, 2024 and 2023, we had recorded Tax Receivable Agreement liabilities of $150.4 million and $162.8 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.
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.
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, 2024 and 2023, we had a base of 175 and 166 same stores, respectively.
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. The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.
For a 75 Table of Contents discussion of 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 Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.
(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.
(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 (loss) earnings per share calculations.
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).
For the years ended December 31, 2024, 2023 and 2022, the Company used blended statutory tax rate assumptions between 25.0% and 25.4%, 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 periods beginning after December 31, 2022, we are no longer including the other associated costs category of expenses relating to the 2019 Strategic Shift as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods.
For periods beginning after December 31, 2022 for the 2019 Strategic Shift and for periods beginning after December 31, 2023 for the Active Sports Restructuring, we are no longer including the other associated costs category of expenses relating to those restructuring activities as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods.
See Note 1 ─ Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K and “Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues” included in Part I, Item 1A of this Form 10-K. 77 Table of Contents Cash Flow The following table shows summary cash flow information for the years ended December 31, 2023 and 2022, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (In thousands) 2023 2022 Net cash provided by operating activities $ 310,807 ​ $ 189,783 Net cash used in investing activities ​ (369,406) ​ ​ (422,535) Net cash (used in) provided by financing activities ​ (31,885) ​ ​ 95,551 Net decrease in cash and cash equivalents $ (90,484) ​ $ (137,201) ​ ​ ​ ​ ​ ​ ​ Operating activities.
See Note 1 ─ Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, Part I, Item 1 of this Form 10-K and “Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues” included in Part I, Item 1A of this Form 10-K. 84 Table of Contents Cash Flow The following table shows summary cash flow information for the years ended December 31, 2024, 2023, and 2022, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands) 2024 2023 2022 Net cash provided by operating activities ​ $ 245,159 ​ $ 310,807 ​ $ 189,783 ​ Net cash used in investing activities ​ ​ (88,175) ​ ​ (369,406) ​ ​ (422,535) ​ Net cash provided by (used in) financing activities ​ ​ 11,791 ​ ​ (31,885) ​ ​ 95,551 ​ Net increase (decrease) in cash and cash equivalents ​ $ 168,775 ​ $ (90,484) ​ $ (137,201) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating activities.
See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Financing activities. Our financing activities primarily consist of proceeds from the issuance of debt and the repayment of principal and debt issuance costs.
See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Financing activities. Our financing activities primarily consist of proceeds from the offering of Class A common stock, the issuance of debt, and the repayment of principal and debt issuance costs.
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 .
Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements As of December 31, 2024 and 2023, 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 .
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 expected minimum capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2025 are discussed above. As of December 31, 2024, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of capital expenditures of $31.9 million.
Included in this range is $71.5 million related to business acquisitions where, at a minimum, we have already signed a letter of intent with the seller. These cost estimates exclude amounts for acquired inventories, which are primarily financed through our Floor Plan Facility.
Included in this range is $6.7 million related to business acquisitions where, at a minimum, we have already signed a letter of intent with the seller. These cost estimates exclude amounts for 82 Table of Contents acquired inventories, which are primarily financed through our Floor Plan Facility.
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.
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, 2024, our most recently completed fiscal quarter. Overview Camping World Holdings, Inc.
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.
These higher costs were 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, 2023, as a result of these higher costs.
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.
Beginning with the year ended December 31, 2024, the LLC Conversion has allowed and we expect will continue to 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 reduces the amount of income tax expense recorded by CWH.
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.
These items include, among other things, long-lived asset impairment, lease termination, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or 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.
The per unit cost of new vehicles has been significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates.
The per unit cost of new vehicles in fiscal year 2023 was significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates.
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. (e) Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets. (f) Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.
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. (c) Represents an adjustment to eliminate the gains and losses on the disposal and sales of various assets. (d) Represents noncash SBC expense relating to employees, directors, and consultants of the Company.
For the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize these non-GAAP financial measures and their limitations, see “Non-GAAP Financial Measures” below.
For the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize these non-GAAP financial measures and their limitations, see “Non-GAAP Financial Measures” below. SG&A Excluding SBC as a Percentage of Gross Profit.
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.
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.
Key Performance Indicators We evaluate the results of our overall business based on a variety of factors, including the number of Active Customers and Good Sam members, revenue and same store revenue, vehicle units, and same store vehicle units, gross profit and gross profit per vehicle sold, gross margin, finance and insurance per vehicle (“PV”), vehicle inventory turnover, and Adjusted EBITDA and Adjusted EBITDA margin.
Key Performance Indicators We evaluate the results of our overall business based on a variety of factors, including the number of Active Customers and Good Sam members, revenue and same store revenue, vehicle units, and same store vehicle units, gross profit and gross profit per vehicle sold, gross margin, finance and insurance per vehicle (“PV”), vehicle inventory turnover, Adjusted EBITDA and Adjusted EBITDA margin, and selling, general and administrative expenses (“SG&A”) excluding stock-based compensation (“SBC”).
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.
At December 31, 2024, and 2023, the FLAIR offset account was $79.5 million and $145.0 million, respectively, of which $79.5 million and $73.2 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.
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.
We believe the overall growth of our RV and Outdoor Retail segment 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. Adjusted EBITDA and Adjusted EBITDA Margin.
Deferred revenue primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, and deferred revenue for the annual guide.
Deferred revenues primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, deferred revenues for the annual campground guide, and our Good Sam Club loyalty points liability.
Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain our rate of sale and inventory turns, which has negatively impacted used vehicle gross margins.
Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain used vehicles as a lower cost alternative to new vehicles, which has negatively impacted used vehicle gross margins.
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.
We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net (Loss) 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. 77 Table of Contents We define “Adjusted (Loss) Earnings Per Share – Basic” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding.
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”).
Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation. Restructuring In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”), which was substantially complete by December 31, 2021.
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.
The LLC Conversion has and we expect will continue 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.
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, 2024 and 2023, our aggregate same store revenue was $5.2 billion and $5.5 billion, respectively.
Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles.
Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles. From 2015 to 2024, total new vehicle travel trailer units have increased from 62% to 78% of total new vehicle unit sales.
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.
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, a supplier agreement and other contractual arrangements. 83 Table of Contents Sources of Liquidity and Capital We believe that our sources of liquidity and capital including cash provided by operating activities, equity offerings 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.
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.
However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents, registered offerings of equity under our Registration Statement on Form S-3, 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.
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.
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.
More specifically, CWH is organized as a C-Corp and, as of December 31, 2023, is a 52.9% owner of CWGS, LLC.
More specifically, CWH is organized as a C-Corp and, as of December 31, 2024, is a 61.0% owner of CWGS, LLC.
(d) Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company. (e) Represents an adjustment to eliminate the losses and gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.
(d) Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets. (e) Represents noncash SBC expense relating to employees, directors, and consultants of the Company. (f) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.
In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. Inflation During 2023 we experienced the impact of inflation on our operations, particularly with the increased cost of new vehicles.
In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.
Inflationary factors, such as increases to our product and overhead costs, may adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs.
However, inflationary factors, such as increases to our product cost, overhead costs, or tariffs on imported product or components used by RV manufacturers, have in the past adversely affected and may in the future adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs.
See Note 11 ─ Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to operating and finance lease obligations.
See “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” for a summary of the cash requirements related to our indebtedness. See Note 11 ─ Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to operating and finance lease obligations.
Industry Trends According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2023 were 313,174 units, 36.5% less than in 2022.
Industry Trends According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2024 were 333,733 units, 6.6% greater than in 2023.
The average interest rates for the Floor Plan Facility for the year ended December 31, 2023 and 2022 were 7.03% and 3.59%, respectively.
The average interest rates for the Floor Plan Facility for the years ended December 31, 2024 and 2023 were 7.63% and 7.03%, respectively.
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.
The financial liability is included in other long-term liabilities in the consolidated balance sheet as of December 31, 2024. 88 Table of Contents Deferred Revenues Deferred revenues consist of our sales for products and services not yet recognized as revenue at the end of a given period. Our deferred revenues as of December 31, 2024 were $155.8 million.
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.
During the first half of 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.
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.
We also believe that our Good Sam organization and family of highly-specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enables us to connect with our customers as stewards of an outdoor and recreational lifestyle. On December 31, 2024, we operated a total of 206 store locations, with all of them selling and/or servicing RVs.
(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.
(together with its subsidiaries) is the world’s largest retailer of recreational RVs and related products and services. Through our Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor adventures fun and easy.
Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations. During the year ended December 31, 2023, this amount included a $1.3 million impairment on an equity method investment.
Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations. During the years ended December 31, 2024 and 2023, these amounts included a $0.9 million and a $1.3 million impairment on investments in equity securities, respectively.
Income tax benefit (expense) Income tax expense decreased primarily due to lower income generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share and changes in deferred tax assets, net of valuation allowance as a result of the LLC Conversion and certain entity classification elections in 2023.
Income tax benefit Income tax benefit increased primarily due to the reduction in earnings generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share and changes in deferred tax assets, net of valuation allowance.

… 206 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+1 added−0 removed3 unchanged
Biggest changeBased 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.
Biggest changeBased on December 31, 2024 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 $13.7 million over the next 12 months; • under our Floor Plan Facility of approximately $11.8 million over the next 12 months; • under our Real Estate Facilities of approximately $1.8 million over the next 12 months; and • under our Other Long-Term Debt would be immaterial.
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.
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, 2024 compared to the year ended December 31, 2023.
We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future. ​ ​ 84 Table of Contents
We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future. ​ 91 Table of Contents
Added
The interest rate exposure on the Floor Plan Facility was the only significant change from the quantitative analysis performed as of December 31, 2023, since the outstanding balance of the notes payable — Floor plan, net decreased $209.4 million during the year ended December 31, 2024.

Other CWH 10-K year-over-year comparisons