CAMPING WORLD HOLDINGS, INC., 10-Q filed on 5/3/2024
Quarterly Report
v3.24.1.u1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2024
Apr. 26, 2024
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 001-37908  
Entity Registrant Name CAMPING WORLD HOLDINGS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 81-1737145  
Entity Address, Address Line One 2 Marriott Drive  
Entity Address, City or Town Lincolnshire  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60069  
City Area Code 847  
Local Phone Number 808-3000  
Title of 12(b) Security Class A Common Stock,  
Trading Symbol CWH  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001669779  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Class A common stock    
Document and Entity Information    
Entity Common Stock, Shares Outstanding   45,072,058
Class B common stock    
Document and Entity Information    
Entity Common Stock, Shares Outstanding   39,466,964
Class C common stock    
Document and Entity Information    
Entity Common Stock, Shares Outstanding   1
v3.24.1.u1
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Current assets:      
Cash and cash equivalents $ 29,718 $ 39,647 $ 72,828
Contracts in transit 154,231 60,229 104,148
Accounts receivable, net 100,246 128,070 109,105
Inventories 2,077,592 2,042,949 1,980,106
Prepaid expenses and other assets 68,833 48,353 58,761
Assets held for sale 6,276 29,864 13,971
Total current assets 2,436,896 2,349,112 2,338,919
Property and equipment, net 878,956 834,426 751,287
Operating lease assets 768,903 740,052 729,958
Deferred tax assets, net 153,716 157,326 145,413
Intangible assets, net 12,998 13,717 15,381
Goodwill 735,680 711,222 622,545
Other assets 36,013 39,829 27,010
Total assets 5,023,162 4,845,684 4,630,513
Current liabilities:      
Accounts payable 205,006 133,516 185,652
Accrued liabilities 148,674 149,096 172,428
Deferred revenues 95,854 92,366 94,166
Current portion of operating lease liabilities 60,663 63,695 61,421
Current portion of finance lease liabilities 19,014 17,133 5,590
Current portion of Tax Receivable Agreement liability 12,943 12,943 10,935
Current portion of long-term debt 25,651 22,121 26,969
Notes payable - floor plan, net 1,414,696 1,371,145 1,042,099
Other current liabilities 72,783 68,536 77,924
Liabilities related to assets held for sale 0 17,288 7,650
Total current liabilities 2,055,284 1,947,839 1,684,834
Operating lease liabilities, net of current portion 796,770 763,958 753,451
Finance lease liabilities, net of current portion 136,284 97,751 100,701
Tax Receivable Agreement liability, net of current portion 149,866 149,866 165,054
Revolving line of credit 31,885 20,885 20,885
Long-term debt, net of current portion 1,545,165 1,498,958 1,525,304
Deferred revenues 65,970 66,780 68,690
Other long-term liabilities 89,528 85,440 85,841
Total liabilities 4,870,752 4,631,477 4,404,760
Commitments and contingencies
Stockholders' equity:      
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding 0 0 0
Additional paid-in capital 98,828 98,280 114,017
Treasury stock, at cost; 4,499, 4,551, and 5,104 shares, respectively (157,631) (159,440) (178,832)
Retained earnings 157,303 185,244 196,409
Total stockholders' equity attributable to Camping World Holdings, Inc. 99,000 124,584 132,094
Non-controlling interests 53,410 89,623 93,659
Total stockholders' equity 152,410 214,207 225,753
Total liabilities and stockholders' equity 5,023,162 4,845,684 4,630,513
Class A common stock      
Stockholders' equity:      
Common stock 496 496 496
Class B common stock      
Stockholders' equity:      
Common stock 4 4 4
Class C common stock      
Stockholders' equity:      
Common stock $ 0 $ 0 $ 0
v3.24.1.u1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Stockholders' equity:      
Preferred stock, par value $ 0.01 $ 0.01 $ 0.01
Preferred stock, authorized 20,000,000 20,000,000 20,000,000
Preferred stock, issued 0 0 0
Preferred stock, outstanding 0 0 0
Treasury Stock, (In shares) 4,499,000 4,551,000 5,104,000
Class A common stock      
Stockholders' equity:      
Common stock, par value $ 0.01 $ 0.01 $ 0.01
Common stock, authorized 250,000,000 250,000,000 250,000,000
Common stock, issued 49,571,000 49,571,000 49,571,000
Common stock, outstanding 45,072,000 45,020,000 44,467,000
Class B common stock      
Stockholders' equity:      
Common stock, par value $ 0.0001 $ 0.0001 $ 0.0001
Common stock, authorized 75,000,000 75,000,000 75,000,000
Common stock, issued 39,466,000 39,466,000 39,466,000
Common stock, outstanding 39,466,000 39,466,000 39,466,000
Class C common stock      
Stockholders' equity:      
Common stock, par value $ 0.0001 $ 0.0001 $ 0.0001
Common stock, authorized 1 1 1
Common stock, issued 1 1 1
Common stock, outstanding 1 1 1
v3.24.1.u1
Unaudited Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue:    
Total revenue $ 1,364,017 $ 1,486,880
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):    
Total costs applicable to revenue 961,620 1,045,860
Operating expenses:    
Selling, general, and administrative 371,473 365,726
Depreciation and amortization 19,290 14,637
Long-lived asset impairment 5,827 7,045
(Gain) loss on sale or disposal of assets 1,585 (4,987)
Total operating expenses 398,175 382,421
Income from operations 4,222 58,599
Other expense:    
Floor plan interest expense (27,882) (20,810)
Other interest expense, net (36,094) (31,113)
Other expense, net (94) (1,500)
Total other expense (64,070) (53,423)
(Loss) income before income taxes (59,848) 5,176
Income tax benefit (expense) 9,042 (273)
Net (loss) income (50,806) 4,903
Less: net (loss) income attributable to non-controlling interests 28,499 (1,734)
Net (loss) income attributable to Camping World Holdings, Inc. $ (22,307) $ 3,169
Class A common stock    
(Loss) earnings per share of Class A common stock:    
Basic $ (0.50) $ 0.07
Diluted $ (0.51) $ 0.05
Weighted average shares of Class A common stock outstanding:    
Basic 45,047 44,455
Diluted 85,092 84,717
Good Sam Services and Plans    
Revenue:    
Total revenue $ 45,681 $ 46,367
New vehicles    
Revenue:    
Total revenue 656,086 646,752
Used vehicles    
Revenue:    
Total revenue 337,685 444,746
Products, service and other    
Revenue:    
Total revenue 177,894 207,661
Finance and insurance, net    
Revenue:    
Total revenue 135,454 129,772
Good Sam Club    
Revenue:    
Total revenue 11,217 11,582
Good Sam Services and Plans    
Revenue:    
Total revenue 45,681 46,367
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):    
Total costs applicable to revenue 15,183 16,152
RV and Outdoor Retail    
Revenue:    
Total revenue 1,318,336 1,440,513
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):    
Total costs applicable to revenue 946,437 1,029,708
RV and Outdoor Retail | New vehicles    
Revenue:    
Total revenue 656,086 646,752
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):    
Total costs applicable to revenue 565,039 557,542
RV and Outdoor Retail | Used vehicles    
Revenue:    
Total revenue 337,685 444,746
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):    
Total costs applicable to revenue 278,533 341,947
RV and Outdoor Retail | Products, service and other    
Revenue:    
Total revenue 177,894 207,661
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):    
Total costs applicable to revenue 101,675 129,018
RV and Outdoor Retail | Finance and insurance, net    
Revenue:    
Total revenue 135,454 129,772
RV and Outdoor Retail | Good Sam Club    
Revenue:    
Total revenue 11,217 11,582
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):    
Total costs applicable to revenue $ 1,190 $ 1,201
v3.24.1.u1
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Common Stock
Class A common stock
Common Stock
Class B common stock
Common Stock
Class C common stock
Additional Paid-in Capital
Treasury Stock
Retained Earnings
Non-controlling Interest
Total
Balance at Dec. 31, 2022 $ 476 $ 4 $ 0 $ 106,051 $ (179,732) $ 221,031 $ 99,856 $ 247,686
Balance (in shares) at Dec. 31, 2022 47,571 41,466 0          
Balance (in shares) at Dec. 31, 2022         (5,130)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation 3,345 3,013 6,358
Exercise of stock options $ 0 0 0 (25) $ 66 0 0 41
Exercise of stock options (in shares) 0       2      
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options $ 0 0 0 (17) $ 0 0 17 0
Vesting of restricted stock units $ 0 $ 0 $ 0 (1,104) $ 1,300 0 (196) 0
Vesting of restricted stock units (in shares) 0 0 0   37      
Repurchases of Class A common stock for withholding taxes on vested RSUs $ 0 $ 0 $ 0 128 $ (466) 0 0 (338)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) 0 0 0   (13)      
Redemption of LLC common units for Class A common stock $ 20 $ 0 $ 0 9,673 $ 0 0 (4,739) 4,954
Redemption of LLC common units for Class A common stock (in shares) 2,000 (2,000) 0   0      
Distributions to holders of LLC common units $ 0 $ 0 $ 0 0 $ 0 0 (6,046) (6,046)
Dividends 0 0 0 0 0 (27,791) 0 (27,791)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability 0 0 0 (4,014) 0 0 0 (4,014)
Non-controlling interest adjustment 0 0 0 (20) 0 0 20 0
Net (loss) income 0 0 0 0 0 3,169 1,734 4,903
Balance at Mar. 31, 2023 $ 496 $ 4 $ 0 114,017 $ (178,832) 196,409 93,659 $ 225,753
Balance (in shares) at Mar. 31, 2023 49,571 39,466 0          
Balance (in shares) at Mar. 31, 2023         (5,104)     5,104
Balance at Dec. 31, 2023 $ 496 $ 4 $ 0 98,280 $ (159,440) 185,244 89,623 $ 214,207
Balance (in shares) at Dec. 31, 2023 49,571 39,466 0          
Balance (in shares) at Dec. 31, 2023         (4,551)     4,551
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation 2,751 2,446 $ 5,197
Exercise of stock options $ 0 $ 0 $ 0 (30) $ 81 0 0 51
Exercise of stock options (in shares) 0 0   2      
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options $ 0 $ 0 $ 0 (22) $ 0 0 22 0
Vesting of restricted stock units $ 0 $ 0 $ 0 (2,234) $ 2,595 0 (361) 0
Vesting of restricted stock units (in shares) 0 0 0   74      
Repurchases of Class A common stock for withholding taxes on vested RSUs $ 0 $ 0 $ 0 209 $ (867) 0 0 (658)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) 0 0 0   (24)      
Distributions to holders of LLC common units $ 0 $ 0 $ 0 0 $ 0 0 (9,947) (9,947)
Dividends 0 0 0 0 0 (5,634) 0 (5,634)
Non-controlling interest adjustment 0 0 0 (126) 0 0 126 0
Net (loss) income 0 0 0 0 0 (22,307) (28,499) (50,806)
Balance at Mar. 31, 2024 $ 496 $ 4 $ 0 $ 98,828 $ (157,631) $ 157,303 $ 53,410 $ 152,410
Balance (in shares) at Mar. 31, 2024 49,571 39,466 0          
Balance (in shares) at Mar. 31, 2024         (4,499)     4,499
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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating activities    
Net (loss) income $ (50,806) $ 4,903
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 19,290 14,637
Equity-based compensation 5,197 6,358
Long-lived asset impairment 5,827 7,045
Loss (gain) on sale or disposal of assets 1,585 (4,987)
Provision for losses on accounts receivable 47 (414)
Non-cash lease expense 14,037 15,039
Accretion of original debt issuance discount 584 503
Non-cash interest 746 658
Deferred income taxes 3,610 4,126
Change in assets and liabilities, net of acquisitions:    
Receivables and contracts in transit (66,222) (50,078)
Inventories 6,026 143,675
Prepaid expenses and other assets (20,713) 7,961
Accounts payable and other accrued expenses 25,194 64,699
Deferred revenue 2,678 (3,086)
Operating lease liabilities (14,440) (14,609)
Other, net (622) 2,787
Net cash (used in) provided by operating activities (67,982) 199,217
Investing activities    
Purchases of property and equipment (25,927) (25,314)
Proceeds from sale of property and equipment 143 183
Purchases of real property (1,243) (18,236)
Proceeds from the sale of real property 23,853 22,703
Purchases of businesses, net of cash acquired (58,800) 0
Purchases of intangible assets (119) (23)
Proceeds from sale of intangible assets 2,595 0
Net cash used in investing activities (59,498) (20,687)
Financing activities    
Proceeds from long-term debt 55,624 59,227
Payments on long-term debt (23,406) (9,058)
Net proceeds (payments) on notes payable - floor plan, net 93,273 (249,822)
Borrowings on revolving line of credit 43,000 0
Payments on revolving line of credit (32,000) 0
Payments on finance leases (1,828) (1,233)
Payments on sale-leaseback arrangement (48) (46)
Payment of debt issuance costs (876) (767)
Dividends on Class A common stock (5,634) (27,791)
Proceeds from exercise of stock options 51 41
RSU shares withheld for tax (658) (338)
Distributions to holders of LLC common units (9,947) (6,046)
Net cash provided by (used in) financing activities 117,551 (235,833)
Decrease in cash and cash equivalents (9,929) (57,303)
Cash and cash equivalents at beginning of the period 39,647 130,131
Cash and cash equivalents at end of the period $ 29,718 $ 72,828
v3.24.1.u1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of March 31, 2024, December 31, 2023, and March 31, 2023, CWH owned 53.0%, 52.9%, and 52.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.

Seasonality

The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline.

Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

Recently Adopted Accounting Pronouncements

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company’s adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction. The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively. The Company’s early adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss. The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit. Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition. Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods. The standard should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the provisions of this ASU as of January 1, 2024, with respect to the annual disclosures beginning with the year ending December 31, 2024 and interim disclosures beginning with the three months ending March 31, 2025, including the presentation of the comparable prior periods. The adoption of this ASU will result in additional segment reporting disclosures and does not otherwise have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024,

with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.

v3.24.1.u1
Revenue
3 Months Ended
Mar. 31, 2024
Revenue  
Revenue

2. Revenue

Contract Assets

As of March 31, 2024, December 31, 2023, and March 31, 2023 contract assets of $13.4 million, $16.1 million and $17.4 million, respectively, relating to RV service revenues, were included in accounts receivable in the accompanying condensed consolidated balance sheets.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the three months ended March 31, 2024, the Company estimates approximately $31.7 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. These estimates consider factors including, but not limited to, average service term, cash received for the period, cancellations, contract extensions, and upgrades.

As of March 31, 2024, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships and loyalty point program, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at March 31, 2024 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

    

As of

    

March 31, 2024

2024

    

$

79,930

2025

41,666

2026

20,872

2027

10,723

2028

5,247

Thereafter

3,386

Total

$

161,824

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Inventories and Floor Plan Payables
3 Months Ended
Mar. 31, 2024
Inventories and Floor Plan Payables  
Inventories and Floor Plan Payables

3. Inventories and Floor Plan Payables

Inventories consisted of the following (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Good Sam services and plans

$

392

$

452

$

530

New RVs

1,469,193

1,378,403

1,219,889

Used RVs

389,810

464,833

510,689

Products, parts, accessories and other

218,197

199,261

248,998

$

2,077,592

$

2,042,949

$

1,980,106

Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement (“Floor Plan Facility”) with a syndication of banks (“Floor Plan Lenders”).

As of March 31, 2024, December 31, 2023, and March 31, 2023, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.87%, 7.28%, and 6.63%, respectively. As of March 31, 2024, December 31, 2023, and March 31, 2023, the applicable interest rate for revolving line of credit

borrowings under the Floor Plan Facility was 7.62%, 7.63%, and 6.83%, respectively. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at March 31, 2024, December 31, 2023, and March 31, 2023.

Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FreedomRoads, LLC was in compliance with all financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of March 31, 2024 and December 31, 2023, and March 31, 2023 (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Floor Plan Facility

Notes payable - floor plan:

Total commitment

$

1,850,000

$

1,850,000

$

1,700,000

Less: borrowings, net of FLAIR offset account

(1,414,696)

(1,371,145)

(1,042,099)

Less: FLAIR offset account(1)

(147,654)

(145,047)

(223,899)

Additional borrowing capacity

287,650

333,808

434,002

Less: short-term payable for sold inventory(2)

(91,299)

(41,577)

(61,520)

Less: purchase commitments(3)

(31,551)

(27,420)

(22,991)

Unencumbered borrowing capacity

$

164,800

$

264,811

$

349,491

Revolving line of credit:

$

70,000

$

70,000

$

70,000

Less: borrowings

(31,885)

(20,885)

(20,885)

Additional borrowing capacity

$

38,115

$

49,115

$

49,115

Letters of credit:

Total commitment

$

30,000

$

30,000

$

30,000

Less: outstanding letters of credit

(12,300)

(12,300)

(11,371)

Additional letters of credit capacity

$

17,700

$

17,700

$

18,629

(1)Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.
(2)The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short-term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows.
(3)Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding.
v3.24.1.u1
Restructuring and Long-Lived Asset Impairment
3 Months Ended
Mar. 31, 2024
Restructuring and Long-Lived Asset Impairment  
Restructuring and Long-Lived Asset Impairment

4. Restructuring and Long-Lived Asset Impairment

Restructuring – Active Sports

On March 1, 2023, management of the Company determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of its indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”) as part of its review of underperforming assets and business lines. Upon liquidating a significant amount of inventory and exiting the related distribution centers, the Company reevaluated its exit plan and concluded instead that it would integrate the remaining operations into its existing distribution and fulfillment infrastructure while maintaining lower inventory levels and a smaller fixed cost structure. These plans have resulted in a much smaller operation and included the closure of the specialty retail

location. The incremental inventory reserve charges are based, in part, on the Company’s estimates of the discounting necessary to liquidate the Active Sports inventory.

The activities under the Active Sports Restructuring were substantially completed by December 31, 2023. Certain lease costs will continue to be incurred after December 31, 2023 on the remaining leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. The Company expects that the ongoing lease-related costs relating to the Active Sports Restructuring, net of associated sublease income, will be less than $1.1 million per year.

As of March 31, 2024, the total restructuring costs associated with the Active Sports Restructuring were $6.2 million. The breakdown of these restructuring costs is as follows:

one-time employee termination benefits relating to the specialty retail store and distribution center closures of $0.2 million;
incremental inventory reserve charges of $4.3 million;
lease termination charges of $0.4 million; and
other associated costs of $1.3 million.

The following table details the costs incurred during the three months ended March 31, 2024 and 2023 associated with the Active Sports Restructuring (in thousands):

Three Months Ended March 31,

2024

    

2023

Active Sports Restructuring costs:

Other associated costs(1)

$

260

$

Total Active Sports Restructuring costs

$

260

$

(1)Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the condensed consolidated statements of operations.

The following table details changes in the restructuring accrual associated with the Active Sports Restructuring (in thousands):

    

One-time

    

Other

    

    

Termination

    

Associated

    

    

Benefits

    

Costs (1)

    

Total

Balance at March 31, 2023

$

$

$

Charged to expense

193

1,003

1,196

Paid or otherwise settled

(193)

(1,003)

(1,196)

Balance at December 31, 2023

Charged to expense

260

260

Paid or otherwise settled

(260)

(260)

Balance at March 31, 2024

$

$

$

(1)Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the specialty retail location and distribution centers related to the Active Sports Restructuring.

Long-Lived Asset Impairment

During the three months ended March 31, 2023, the Company recorded an impairment charge totaling $6.6 million related to the Active Sports Restructuring, of which $4.5 million related to intangible assets, and $2.1 million related to other long-lived asset categories.

Additionally, during the three months ended March 31, 2024 and March 31, 2023, the Company had indicators of impairment of the long-lived assets for certain locations, which were unrelated to the Active Sports Restructuring. Such indicators primarily included decreases in market rental rates or market value of real

property for closed locations, or based on the Company’s review of location performance in the normal course of business. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.

The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.

The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment (in thousands):

Three Months Ended March 31,

2024

    

2023

Long-lived asset impairment charges by type of long-lived asset:

Leasehold improvements

$

2,285

$

740

Operating lease right of use assets

1,290

Building and improvements

2,252

Furniture and equipment

329

Software

1,362

Construction in progress and software in development

113

Intangible assets

4,501

Total long-lived asset impairment charges

$

5,827

$

7,045

Long-lived asset impairment charges by restructuring activity:

Active Sports Restructuring

$

$

6,648

Unrelated to restructuring activities

5,827

397

Total long-lived asset impairment charges

$

5,827

$

7,045

v3.24.1.u1
Assets Held for Sale
3 Months Ended
Mar. 31, 2024
Assets Held for Sale  
Assets Held for Sale

5. Assets Held for Sale

As of March 31, 2024, December 31, 2023, and March 31, 2023, three, five, and two RV and Outdoor Retail segment properties, respectively, met the criteria to be classified as held for sale. Additionally, as of December 31, 2023 and March 31, 2023, certain of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 7 — Long-Term Debt for definition and further details).

The following table presents the components of assets held for sale and liabilities related to assets held for sale at March 31, 2024, December 31, 2023, and March 31, 2023 (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Assets held for sale:

Property and equipment, net

$

6,276

$

29,864

$

13,971

$

6,276

$

29,864

$

13,971

Liabilities related to assets held for sale:

Current portion of long-term debt

$

$

864

$

788

Long-term debt, net of current portion

16,424

6,862

$

$

17,288

$

7,650

v3.24.1.u1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets  
Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

Goodwill

The following table presents a summary of changes in the Company’s goodwill by segment for the three months ended March 31, 2024 and 2023 (in thousands):

Good Sam

Services and

RV and

    

Plans

    

Outdoor Retail

    

Consolidated

Balance at December 31, 2022 (excluding impairment charges)

$

71,118

$

793,142

$

864,260

Accumulated impairment charges

(46,884)

(194,953)

(241,837)

Balance at December 31, 2022

24,234

598,189

622,423

Acquisitions

122

122

Balance at March 31, 2023

24,234

598,311

622,545

Acquisitions

88,677

88,677

Balance at December 31, 2023

24,234

686,988

711,222

Acquisitions

24,458

24,458

Balance at March 31, 2024

$

24,234

$

711,446

$

735,680

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2024, December 31, 2023 and March 31, 2023 (in thousands):

March 31, 2024

Cost or

Accumulated

   

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,740

(9,316)

$

424

Trademarks and trade names

2,132

(273)

1,859

Websites

3,050

(1,227)

1,823

RV and Outdoor Retail:

Customer lists, domain names and other

5,543

(3,439)

2,104

Supplier lists

1,696

(1,187)

509

Trademarks and trade names

27,251

(21,725)

5,526

Websites

6,344

(5,591)

753

$

55,756

$

(42,758)

$

12,998

December 31, 2023

Cost or

Accumulated

    

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,640

$

(9,246)

$

394

Trademarks and trade names

2,132

(238)

1,894

Websites

3,050

(1,118)

1,932

RV and Outdoor Retail:

Customer lists and domain names

5,543

(3,269)

2,274

Supplier lists

1,696

(1,102)

594

Trademarks and trade names

27,251

(21,390)

5,861

Websites

6,325

(5,557)

768

$

55,637

$

(41,920)

$

13,717

March 31, 2023

Cost or

Accumulated

    

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,640

$

(9,040)

$

600

Trademarks and trade names

2,132

(130)

2,002

Websites

3,050

(792)

2,258

RV and Outdoor Retail:

Customer lists and domain names

4,872

(3,025)

1,847

Supplier lists

1,696

(824)

872

Trademarks and trade names

27,251

(20,049)

7,202

Websites

6,085

(5,485)

600

$

54,726

$

(39,345)

$

15,381

v3.24.1.u1
Long-Term Debt
3 Months Ended
Mar. 31, 2024
Long-Term Debt.  
Long-Term Debt

7. Long-Term Debt

Outstanding long-term debt consisted of the following (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Term Loan Facility (1)

$

1,343,580

$

1,346,229

$

1,354,221

Real Estate Facilities (2)

219,068

166,604

194,802

Other Long-Term Debt

8,168

8,246

3,250

Subtotal

1,570,816

1,521,079

1,552,273

Less: current portion

(25,651)

(22,121)

(26,969)

Total

$

1,545,165

$

1,498,958

$

1,525,304

(1)Net of $11.4 million, $12.0 million, and $13.7 million of original issue discount at March 31, 2024, December 31, 2023, and March 31, 2023, respectively, and $4.4 million, $4.7 million, and $5.5 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.
(2)Net of $3.9 million, $3.3 million, and $3.9 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.

Senior Secured Credit Facilities

As of March 31, 2024, December 31, 2023, and March 31, 2023, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and collectively the “Senior Secured Credit Facilities”).

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Senior Secured Credit Facilities:

Term Loan Facility:

Principal amount of borrowings

$

1,400,000

$

1,400,000

$

1,400,000

Less: cumulative principal payments

(40,538)

(37,034)

(26,523)

Less: unamortized original issue discount

(11,433)

(12,016)

(13,721)

Less: unamortized finance costs

(4,449)

(4,721)

(5,535)

1,343,580

1,346,229

1,354,221

Less: current portion

(14,015)

(14,015)

(14,015)

Long-term debt, net of current portion

$

1,329,565

$

1,332,214

$

1,340,206

Revolving Credit Facility:

Total commitment

$

65,000

$

65,000

$

65,000

Less: outstanding letters of credit

(4,930)

(4,930)

(4,930)

Less: total net leverage ratio borrowing limitation

(37,320)

(37,320)

Additional borrowing capacity

$

22,750

$

22,750

$

60,070

As of March 31, 2024, December 31, 2023, and March 31, 2023, the average interest rate on the Term Loan Facility was 7.94%, 7.97%, and 7.20%, respectively, and the effective interest rate was 8.18%, 8.21%, and 7.44%, respectively.

Management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of March 31, 2024, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023.

Real Estate Facilities

As of March 31, 2024, December 31, 2023, and March 31, 2023, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were parties to a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”). During the three months ended March 31, 2024 and 2023, FRHP borrowed an additional $55.6 million and $59.2 million, respectively, under the M&T Real Estate Facility. During the three months ended March 31, 2024, FRHP repaid $15.6 million in conjunction with a sale-leaseback transaction of two properties secured under the M&T Real Estate Facility. Additionally, during the three months ended March 31, 2024, FRHP repaid $1.7 million of the M&T Real Estate Facility relating to a separate property of which a portion of that property was sold.

As of March 31, 2024, December 31, 2023, and March 31, 2023, Camping World Property, LLC, successor by conversion to Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), were parties to loan and security agreements for real estate credit facilities ((as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) and together with the M&T Real Estate Facility, the “Real Estate Facilities”). In June 2023, the Real Estate Borrower sold one property located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $7.4 million was repaid and terminated by the Real Estate Borrower.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at March 31, 2024:

As of March 31, 2024

Principal

Remaining

Wtd. Average

(In thousands)

    

Outstanding(1)

    

Available(2)

    

Interest Rate

Real Estate Facilities

M&T Real Estate Facility

$

206,549

$

7,390

(3)

7.63%

First CIBC Real Estate Facility

3,585

8.33%

Third CIBC Real Estate Facility

8,934

8.08%

$

219,068

$

7,390

(1)Outstanding principal amounts are net of unamortized finance costs.
(2)Amounts cannot be reborrowed.
(3)Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility.

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023.

Other Long-Term Debt

As of March 31, 2024, the outstanding principal balance of other long-term debt was $8.2 million with a weighted average interest rate of 4.27%.

v3.24.1.u1
Lease Obligations
3 Months Ended
Mar. 31, 2024
Lease Obligations  
Lease Obligations

8. Lease Obligations

The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands):

Three Months Ended March 31, 

2024

    

2023

Operating lease cost

$

29,190

$

29,205

Finance lease cost:

Amortization of finance lease assets

2,860

(2,813)

Interest on finance lease liabilities

2,466

1,399

Short-term lease cost

377

514

Variable lease cost

5,329

6,289

Sublease income

(654)

(657)

Net lease costs

$

39,568

$

33,937

As of March 31, 2024, December 31, 2023, and March 31, 2023, finance lease assets of $139.8 million, $100.4 million, and $93.6 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets.

The following table presents supplemental cash flow information related to leases (in thousands):

Three Months Ended March 31, 

2024

    

2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

$

29,588

$

28,774

Operating cash flows for finance leases

2,466

1,395

Financing cash flows for finance leases

1,829

1,233

Lease assets obtained in exchange for lease liabilities:

New, remeasured and terminated operating leases

44,183

2,693

New, remeasured and terminated finance leases

42,228

7,700

During the three months ended March 31, 2024, the Company entered into sale-leaseback transactions for two properties associated with store locations in the RV and Outdoor Retail segment. The Company received consideration of $23.5 million of cash and recorded a gain of $0.1 million that is included in loss (gain) on sale or disposal of assets in the condensed consolidated statements of income for the three months ended March 31, 2024. The Company entered into a 20-year lease agreement as the lessee with each buyer of the properties.

v3.24.1.u1
Fair Value Measurements
3 Months Ended
Mar. 31, 2024
Fair Value Measurements  
Fair Value Measurements

9. Fair Value Measurements

Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying condensed consolidated balance sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.

Fair Value

March 31, 2024

December 31, 2023

March 31, 2023

($ in thousands)

    

Measurement

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Carrying Value

    

Fair Value

Term Loan Facility

Level 2

$

1,343,580

$

1,322,077

$

1,346,229

$

1,328,892

$

1,354,221

$

1,387,212

Floor Plan Facility Revolving Line of Credit

Level 2

31,885

33,134

20,885

21,732

20,885

21,213

Real Estate Facilities(1)

Level 2

219,068

230,710

183,892

195,029

202,452

211,085

Other Long-Term Debt

Level 2

8,168

6,708

8,246

6,702

3,250

2,945

(1)The carrying value of Real Estate Facilities at December 31, 2023 and March 31, 2023, include $17.3 million and $7.7 million, respectively, reported as liabilities related to assets held for sale in the condensed consolidated balance sheet.
v3.24.1.u1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies.  
Commitments and Contingencies

10. Commitments and Contingencies

Litigation

Weissmann Complaint

On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the

amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On April 23, 2024, the post-hearing briefing concluded and a decision is expected within thirty (30) days of that date.

Tumbleweed Complaint

On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus Lemonis on May 17, 2022. FR Holdco, CW, and Marcus Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. On March 11, 2024, FR Holdco’s arbitration demand and the Weissman arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On April 23, 2024, the post-hearing briefing concluded and a decision is expected within thirty (30) days of that date.

Precise Complaint

On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee (the “Trustee”) for the Estate of Precise Graphix, LLC (the “Precise Estate”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW. The Trustee alleges the following claims against defendants, including CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty; (iv) breach of contract; (v) breach of oral contract; (vi) fraud in the inducement; (vii) negligent misrepresentation; (viii) fraudulent concealment; (ix) conspiracy; (x) unlawful business practices in violation of California Business and Professions Code §17200; (xi) aiding and abetting; (xii) breach of fiduciary duty; and (xiii) declaratory judgment. The Trustee did not serve the Precise Complaint on CW. On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise Estate’s arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $7.1 million (the “Final Award”), of which CW would be entitled to $3.7 million. On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS. On June 29, 2023, CW advanced the Trustee’s portion of the fee required by JAMS to advance the appeal. On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “USBC”) seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate. On July 14, 2023, the Trustee and respondents, including CW, filed a stipulation and agreed order (the “Stipulation”) as follows: (1) upon approval and entry of the Stipulation, CW’s claim for $3,500 shall be allowed and reimbursed; (2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award; and (3) the Trustee will not dispute the amount of the Final Award. On July 17, 2023, the USBC entered the Stipulation as an order,

which became final upon the expiration of the ten (10) day appeal period. Precise withdrew its appeal and on August 14, 2023 JAMS closed the arbitration. On September 25, 2023, the Superior Court of the State of California, upon motion by defendants, confirmed the arbitration award. On October 6, 2023, defendants filed an application in the matter of In re: Precise Graphix, LLC, pending in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “Bankruptcy Court”) seeking to have the fee award deemed an administrative expense in the Precise Estate. On April 4, 2024, the Trustee, CW, and the Precise Estate entered into a settlement agreement which provides for, among other things, an allowed claim against the Precise Estate in favor of CW in the amount of $3.7 million, a portion of which is payable upon the entry of a final order of the Bankruptcy Estate approving the settlement agreement and mutual releases from the parties (the “Settlement Agreement”). On April 7, 2024, the Trustee filed a motion seeking approval of the Settlement Agreement.

General

While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. The Company does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations.

From time to time, the Company is involved in other litigation arising in the normal course of business operations.

Financial Assurances

In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of March 31, 2024, December 31, 2023, and March 31, 2023, outstanding standby letters of credit issued through our Floor Plan Facility were $12.3 million, $12.3 million, and $11.4 million, respectively (see Note 3 — Inventories and Floor Plan Payables). The outstanding standby letters of credit issued through the Senior Secured Credit Facilities as of March 31, 2024, December 31, 2023, and March 31, 2023 were $4.9 million (see Note 7 — Long-Term Debt). As of March 31, 2023, December 31, 2023, and March 31, 2023, outstanding surety bonds were $24.4 million, $23.2 million, and $22.4 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

v3.24.1.u1
Statement of Cash Flows
3 Months Ended
Mar. 31, 2024
Statement of Cash Flows  
Statement of Cash Flows

11. Statement of Cash Flows

Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows:

Three months ended March 31,

2024

    

2023

Cash paid (refunded) during the period for:

Interest

$

61,812

$

29,289

Income taxes

(111)

(93)

Non-cash investing and financing activities:

Vehicles transferred to property and equipment from inventory

143

136

Capital expenditures in accounts payable and accrued liabilities

6,203

6,068

Prior period deposit applied to portion of purchase price of RV dealership acquisition

8,873

Par value of Class A common stock issued for redemption of common units in CWGS, LLC

20

Cost of treasury stock issued for vested restricted stock units

2,595

1,300

v3.24.1.u1
Acquisitions
3 Months Ended
Mar. 31, 2024
Acquisitions  
Acquisitions

12. Acquisitions

During the three months ended March 31, 2024 and 2023, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

During the three months ended March 31, 2024, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $67.7 million, of which one RV dealerships had not opened by March 31, 2024. Separate from these acquisitions, during the three months ended March 31, 2024, the Company purchased real property for an aggregate purchase price of $1.2 million.

During the three months ended March 31, 2023, the RV and Outdoor Retail segment did not acquire any RV dealerships.

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions discussed above consist of the following, net of insignificant measurement period adjustments relating to acquisitions from the respective previous year:

Three Months Ended March 31, 

($ in thousands)

    

2024

    

2023

Tangible assets (liabilities) acquired (assumed):

Inventories, net

40,394

(122)

Property and equipment, net

287

Operating lease assets

15,328

Accrued liabilities

(40)

Current portion of operating lease liabilities

(1,112)

Other current liabilities

(21)

Operating lease liabilities, net of current portion

(14,216)

Total tangible net assets acquired

40,620

(122)

Total intangible assets acquired

2,595

Goodwill

24,458

122

Purchase price of acquisitions

67,673

Application of deposit paid in prior period

(8,873)

Cash paid for acquisitions, net of cash acquired

58,800

Inventory purchases financed via floor plan

(48,684)

Cash payment net of floor plan financing

$

10,116

$

The fair values above for the three months ended March 31, 2024 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the three months ended March 31, 2024, the fair values include a measurement period adjustment to record $2.6 million of other intangible assets from a RV dealership acquisition that occurred during the year ended December 31, 2023. These intangible assets had an estimated useful life of 15 years; however, these intangible assets were sold for $2.6 million during the three months ended March 31, 2024. For the three months ended March 31, 2023, the fair values represent measurement period adjustments for valuation of acquired inventories relating to dealership acquisitions during the year ended December 31, 2022.

The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the three months ended March 31, 2024 and 2023, acquired goodwill of $24.5 million and $0.1 million, respectively, was expected to be deductible for tax purposes.

Included in the condensed consolidated financial statements for the three months ended March 31, 2024 was revenue of $7.0 million and insignificant pre-tax income from the acquired dealerships from the applicable acquisition dates. Included in the condensed consolidated financial statements for the three months ended March 31, 2023 was no revenue or pre-tax income from acquired dealerships. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

v3.24.1.u1
Income Taxes
3 Months Ended
Mar. 31, 2024
Income Taxes  
Income Taxes

13. Income Taxes

CWH is organized as a Subchapter C corporation and, as of March 31, 2024, is a 53.0% owner of CWGS, LLC (see Note 16 — Non-Controlling Interests). 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. However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are Subchapter C corporations (“C-Corps”).

Effective Income Tax Rate

For the three months ended March 31, 2024 and 2023, the Company's effective income tax rate was 15.1% and 5.3%, respectively. The effective tax rate differed from the federal statutory rate of 21.0% primarily due to state taxes and a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies, which are not subject to entity level taxes. Additionally, the March 31, 2023 effective tax rate was further decreased by the benefit of the CWI LLC Conversion effective in January 2023.

Tax Receivable Agreement

The Company is party to a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis 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 transactions and any future redemptions that are funded by the Company and any further redemptions of common units by Continuing Equity Owners and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption of common units for cash or stock occurs. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption of common units in CWGS, LLC). The Company expects to benefit from the remaining 15% of the tax benefits, if any, which may be realized.

On January 1, 2023, giftees of common units that had been gifted by CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, redeemed 2.0 million common units in CWGS, LLC for 2.0 million shares of the Company’s Class A common stock (see Note 16 — Non-Controlling Interests). The increase in deferred tax assets, the non-current portion of the Tax Receivable Agreement liability, and additional paid-in capital resulting from these redemptions was $6.3 million, $5.4 million, and $0.9 million, respectively. Payments pursuant to the Tax Receivable Agreement relating to these redemptions will begin during the year ending December 31, 2024.

During the three months ended March 31, 2024, there were no redemptions of common units by Continuing Equity Owners.

v3.24.1.u1
Related Party Transactions
3 Months Ended
Mar. 31, 2024
Related Party Transactions  
Related Party Transactions

14. Related Party Transactions

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various RV dealership locations from managers and officers. During the three months ended March 31, 2023, the related party lease expense for these locations was $1.5 million, which was included in selling, general, and administrative expenses in the condensed consolidated statements of operations. For the three months ended March 31, 2024 there was no related party lease expense.

From January 2012 until its expiration in March 2024, FreedomRoads was the lessee of what is now its previous corporate headquarters in Lincolnshire, Illinois (as amended from time to time, the “Lincolnshire Lease”). For the three months ended March 31, 2024 and 2023, rental payments for the Lincolnshire Lease, including common area maintenance charges, were each $0.2 million, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. The Company’s Chairman and Chief Executive Officer had personally guaranteed the Lincolnshire Lease.

v3.24.1.u1
Stockholders' Equity
3 Months Ended
Mar. 31, 2024
Stockholders' Equity  
Stockholders' Equity

15. Stockholders’ Equity

Stock Repurchase Program

During the three months ended March 31, 2024 and three months ended March 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program. Repurchases under the stock repurchase program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases 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 the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company 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. The Company expects to fund the repurchases using cash on hand. As of March 31, 2024, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million and the program expires on December 31, 2025.

v3.24.1.u1
Non-Controlling Interests
3 Months Ended
Mar. 31, 2024
Non-Controlling Interests  
Non-Controlling Interests

16. Non-Controlling Interests

The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners:

As of March 31, 2024

As of December 31, 2023

As of March 31, 2023

Common Units

    

Ownership %

    

Common Units

    

Ownership %

    

Common Units

    

Ownership %

CWH

45,071,762

53.0%

45,020,116

52.9%

44,466,636

52.6%

Continuing Equity Owners

40,044,536

47.0%

40,044,536

47.1%

40,044,536

47.4%

Total

85,116,298

100.0%

85,064,652

100.0%

84,511,172

100.0%

During December 2022, CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by The Stephen Adams Living Trust and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, gifted 2,000,000 common units of CWGS, LLC in total to a college and hospital (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 shares of Class B common stock being transferred to the 2022 Common Unit Giftees. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided.

The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity:

Three Months Ended March 31,

($ in thousands)

   

2024

   

2023

Net (loss) income attributable to Camping World Holdings, Inc.

$

(22,307)

$

3,169

Transfers to non-controlling interests:

Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options

(22)

(17)

Decrease in additional paid-in capital as a result of the vesting of restricted stock units

(2,234)

(1,104)

Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs

209

128

Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

9,673

Change from net (loss) income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests

$

(24,354)

$

11,849

v3.24.1.u1
Equity-Based Compensation Plans
3 Months Ended
Mar. 31, 2024
Equity-Based Compensation Plans  
Equity-Based Compensation Plans

17. Equity-Based Compensation Plans

The following table summarizes the equity-based compensation that has been included in the following line items within the condensed consolidated statements of operations during:

Three Months Ended March 31,

($ in thousands)

 

2024

    

2023

Equity-based compensation expense:

Costs applicable to revenue

$

92

$

132

Selling, general, and administrative

5,105

6,226

Total equity-based compensation expense

$

5,197

$

6,358

The following table summarizes stock option activity for the three months ended March 31, 2024:

Stock Options

    

(in thousands)

Outstanding at December 31, 2023

193

Exercised

(2)

Forfeited

(4)

Outstanding and exercisable at March 31, 2024

187

The following table summarizes restricted stock unit (“RSU”) activity for the three months ended March 31, 2024:

Restricted

Stock Units

    

(in thousands)

Outstanding at December 31, 2023

1,875

Granted

289

Vested

(74)

Forfeited

(23)

Outstanding at March 31, 2024

2,067

During the three months ended March 31, 2024, the Company granted 289,250 RSUs to employees and a newly-appointed nonemployee director with an aggregate grant date fair value of $7.4 million and weighted-average grant date fair value of $25.59 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years for employees and one year for the nonemployee director.

v3.24.1.u1
(Loss) Earnings Per Share
3 Months Ended
Mar. 31, 2024
(Loss) Earnings Per Share  
(Loss) Earnings Per Share

18. (Loss) Earnings Per Share

Basic (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A common stock:

Three Months Ended March 31,

(In thousands except per share amounts)

2024

    

2023

Numerator:

Net (loss) income

$

(50,806)

$

4,903

Less: net (loss) income attributable to non-controlling interests

28,499

(1,734)

Net (loss) income attributable to Camping World Holdings, Inc. basic

$

(22,307)

$

3,169

Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock

(21,275)

1,297

Net (loss) income attributable to Camping World Holdings, Inc. diluted

$

(43,582)

$

4,466

Denominator:

Weighted-average shares of Class A common stock outstanding — basic

45,047

44,455

Dilutive options to purchase Class A common stock

15

Dilutive restricted stock units

202

Dilutive common units of CWGS, LLC that are convertible into Class A common stock

40,045

40,045

Weighted-average shares of Class A common stock outstanding — diluted

85,092

84,717

(Loss) earnings per share of Class A common stock — basic

$

(0.50)

$

0.07

(Loss) earnings per share of Class A common stock — diluted

$

(0.51)

$

0.05

Weighted-average anti-dilutive securities excluded from the computation of diluted (loss) earnings per share of Class A common stock:

Stock options to purchase Class A common stock

189

Restricted stock units

1,841

2,122

Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate basic and diluted (loss) earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

v3.24.1.u1
Segments Information
3 Months Ended
Mar. 31, 2024
Segments Information  
Segments Information

19. Segments Information

Reportable segment revenue; segment income; floor plan interest expense; depreciation and amortization; other interest expense, net; and total assets are as follows:

Three Months Ended March 31, 2024

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

46,611

$

$

(930)

$

45,681

New vehicles

657,521

(1,435)

656,086

Used vehicles

338,452

(767)

337,685

Products, service and other

178,015

(121)

177,894

Finance and insurance, net

135,852

(398)

135,454

Good Sam Club

11,217

11,217

Total consolidated revenue

$

46,611

$

1,321,057

$

(3,651)

$

1,364,017

Three Months Ended March 31, 2023

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

46,963

$

$

(596)

$

46,367

New vehicles

647,930

(1,178)

646,752

Used vehicles

445,687

(941)

444,746

Products, service and other

207,835

(174)

207,661

Finance and insurance, net

130,305

(533)

129,772

Good Sam Club

11,582

11,582

Total consolidated revenue

$

46,963

$

1,443,339

$

(3,422)

$

1,486,880

Three Months Ended March 31, 

($ in thousands)

   

2024

   

2023

Segment (loss) income:(1)

Good Sam Services and Plans

$

22,583

$

23,619

RV and Outdoor Retail

(23,391)

32,584

Total segment (loss) income

(808)

56,203

Corporate & other

(3,562)

(3,777)

Depreciation and amortization

(19,290)

(14,637)

Other interest expense, net

(36,094)

(31,113)

Other expense, net

(94)

(1,500)

(Loss) income before income taxes

$

(59,848)

$

5,176

(1)Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense.

Three Months Ended March 31, 

($ in thousands)

 

2024

    

2023

Depreciation and amortization:

Good Sam Services and Plans

$

848

$

952

RV and Outdoor Retail

18,442

13,685

Total depreciation and amortization

$

19,290

$

14,637

Three Months Ended March 31, 

($ in thousands)

    

2024

    

2023

Other interest expense, net:

Good Sam Services and Plans

$

(18)

$

(55)

RV and Outdoor Retail

8,114

5,797

Subtotal

8,096

5,742

Corporate & other

27,998

25,371

Total other interest expense, net

$

36,094

$

31,113

March 31, 

December 31, 

March 31, 

($ in thousands)

    

2024

    

2023

    

2023

Assets:

Good Sam Services and Plans

$

83,411

$

113,619

$

89,308

RV and Outdoor Retail

4,744,164

4,568,372

4,331,314

Subtotal

4,827,575

4,681,991

4,420,622

Corporate & other

195,587

163,693

209,891

Total assets  

$

5,023,162

$

4,845,684

$

4,630,513

v3.24.1.u1
Subsequent Event
3 Months Ended
Mar. 31, 2024
Subsequent Event  
Subsequent Event

20. Subsequent Event

On May 3, 2024, the Company 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 a supply agreement with the buyer. The total cash consideration is expected to be between $19.0 million and $21.0 million. The

Company expects to recognize an immaterial loss on the transaction. The Company believes that it will gain operational efficiencies by exiting the manufacture of RV furniture and focusing its resources on the sourcing and sale of its products. CWDS did not meet the criteria to be reported as held for sale as of March 31, 2024 and the loss on sale of CWDS will be recorded in loss (gain) on sale or disposal of assets in the condensed consolidated statements of operations for the three months ended June 30, 2024.

v3.24.1.u1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
Summary of Significant Accounting Policies  
Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of March 31, 2024, December 31, 2023, and March 31, 2023, CWH owned 53.0%, 52.9%, and 52.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.

Seasonality

Seasonality

The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline.

Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company’s adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction. The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively. The Company’s early adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss. The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit. Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition. Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods. The standard should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the provisions of this ASU as of January 1, 2024, with respect to the annual disclosures beginning with the year ending December 31, 2024 and interim disclosures beginning with the three months ending March 31, 2025, including the presentation of the comparable prior periods. The adoption of this ASU will result in additional segment reporting disclosures and does not otherwise have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024,

with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.

v3.24.1.u1
Revenue (Tables)
3 Months Ended
Mar. 31, 2024
Revenue  
Summary of total unsatisfied performance obligation for these revenue streams, that the Company expects to recognize the amounts as revenue The total unsatisfied performance obligations for these revenue streams at March 31, 2024 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

    

As of

    

March 31, 2024

2024

    

$

79,930

2025

41,666

2026

20,872

2027

10,723

2028

5,247

Thereafter

3,386

Total

$

161,824

v3.24.1.u1
Inventories and Floor Plan Payables (Tables)
3 Months Ended
Mar. 31, 2024
Inventory  
Schedule of inventories

Inventories consisted of the following (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Good Sam services and plans

$

392

$

452

$

530

New RVs

1,469,193

1,378,403

1,219,889

Used RVs

389,810

464,833

510,689

Products, parts, accessories and other

218,197

199,261

248,998

$

2,077,592

$

2,042,949

$

1,980,106

Floor Plan Facility  
Inventory  
Schedule of outstanding amounts and available borrowing

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of March 31, 2024 and December 31, 2023, and March 31, 2023 (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Floor Plan Facility

Notes payable - floor plan:

Total commitment

$

1,850,000

$

1,850,000

$

1,700,000

Less: borrowings, net of FLAIR offset account

(1,414,696)

(1,371,145)

(1,042,099)

Less: FLAIR offset account(1)

(147,654)

(145,047)

(223,899)

Additional borrowing capacity

287,650

333,808

434,002

Less: short-term payable for sold inventory(2)

(91,299)

(41,577)

(61,520)

Less: purchase commitments(3)

(31,551)

(27,420)

(22,991)

Unencumbered borrowing capacity

$

164,800

$

264,811

$

349,491

Revolving line of credit:

$

70,000

$

70,000

$

70,000

Less: borrowings

(31,885)

(20,885)

(20,885)

Additional borrowing capacity

$

38,115

$

49,115

$

49,115

Letters of credit:

Total commitment

$

30,000

$

30,000

$

30,000

Less: outstanding letters of credit

(12,300)

(12,300)

(11,371)

Additional letters of credit capacity

$

17,700

$

17,700

$

18,629

(1)Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.
(2)The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short-term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows.
(3)Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding.
v3.24.1.u1
Restructuring and Long-Lived Asset Impairment (Tables)
3 Months Ended
Mar. 31, 2024
Schedule of long-lived asset impairment charges by type of long-lived asset

The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment (in thousands):

Three Months Ended March 31,

2024

    

2023

Long-lived asset impairment charges by type of long-lived asset:

Leasehold improvements

$

2,285

$

740

Operating lease right of use assets

1,290

Building and improvements

2,252

Furniture and equipment

329

Software

1,362

Construction in progress and software in development

113

Intangible assets

4,501

Total long-lived asset impairment charges

$

5,827

$

7,045

Long-lived asset impairment charges by restructuring activity:

Active Sports Restructuring

$

$

6,648

Unrelated to restructuring activities

5,827

397

Total long-lived asset impairment charges

$

5,827

$

7,045

Active Sports  
Schedule of restructuring expenses incurred

The following table details the costs incurred during the three months ended March 31, 2024 and 2023 associated with the Active Sports Restructuring (in thousands):

Three Months Ended March 31,

2024

    

2023

Active Sports Restructuring costs:

Other associated costs(1)

$

260

$

Total Active Sports Restructuring costs

$

260

$

(1)Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the condensed consolidated statements of operations.
Schedule of changes in the restructuring accrual

The following table details changes in the restructuring accrual associated with the Active Sports Restructuring (in thousands):

    

One-time

    

Other

    

    

Termination

    

Associated

    

    

Benefits

    

Costs (1)

    

Total

Balance at March 31, 2023

$

$

$

Charged to expense

193

1,003

1,196

Paid or otherwise settled

(193)

(1,003)

(1,196)

Balance at December 31, 2023

Charged to expense

260

260

Paid or otherwise settled

(260)

(260)

Balance at March 31, 2024

$

$

$

(1)Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the specialty retail location and distribution centers related to the Active Sports Restructuring.
v3.24.1.u1
Assets Held for Sale (Tables)
3 Months Ended
Mar. 31, 2024
Assets Held for Sale  
Components of assets held for sale and liabilities related to assets held for sale

The following table presents the components of assets held for sale and liabilities related to assets held for sale at March 31, 2024, December 31, 2023, and March 31, 2023 (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Assets held for sale:

Property and equipment, net

$

6,276

$

29,864

$

13,971

$

6,276

$

29,864

$

13,971

Liabilities related to assets held for sale:

Current portion of long-term debt

$

$

864

$

788

Long-term debt, net of current portion

16,424

6,862

$

$

17,288

$

7,650

v3.24.1.u1
Goodwill and Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets  
Changes in goodwill by business line

The following table presents a summary of changes in the Company’s goodwill by segment for the three months ended March 31, 2024 and 2023 (in thousands):

Good Sam

Services and

RV and

    

Plans

    

Outdoor Retail

    

Consolidated

Balance at December 31, 2022 (excluding impairment charges)

$

71,118

$

793,142

$

864,260

Accumulated impairment charges

(46,884)

(194,953)

(241,837)

Balance at December 31, 2022

24,234

598,189

622,423

Acquisitions

122

122

Balance at March 31, 2023

24,234

598,311

622,545

Acquisitions

88,677

88,677

Balance at December 31, 2023

24,234

686,988

711,222

Acquisitions

24,458

24,458

Balance at March 31, 2024

$

24,234

$

711,446

$

735,680

Finite-lived intangible assets and related accumulated amortization

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2024, December 31, 2023 and March 31, 2023 (in thousands):

March 31, 2024

Cost or

Accumulated

   

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,740

(9,316)

$

424

Trademarks and trade names

2,132

(273)

1,859

Websites

3,050

(1,227)

1,823

RV and Outdoor Retail:

Customer lists, domain names and other

5,543

(3,439)

2,104

Supplier lists

1,696

(1,187)

509

Trademarks and trade names

27,251

(21,725)

5,526

Websites

6,344

(5,591)

753

$

55,756

$

(42,758)

$

12,998

December 31, 2023

Cost or

Accumulated

    

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,640

$

(9,246)

$

394

Trademarks and trade names

2,132

(238)

1,894

Websites

3,050

(1,118)

1,932

RV and Outdoor Retail:

Customer lists and domain names

5,543

(3,269)

2,274

Supplier lists

1,696

(1,102)

594

Trademarks and trade names

27,251

(21,390)

5,861

Websites

6,325

(5,557)

768

$

55,637

$

(41,920)

$

13,717

March 31, 2023

Cost or

Accumulated

    

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,640

$

(9,040)

$

600

Trademarks and trade names

2,132

(130)

2,002

Websites

3,050

(792)

2,258

RV and Outdoor Retail:

Customer lists and domain names

4,872

(3,025)

1,847

Supplier lists

1,696

(824)

872

Trademarks and trade names

27,251

(20,049)

7,202

Websites

6,085

(5,485)

600

$

54,726

$

(39,345)

$

15,381

v3.24.1.u1
Long-Term Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Instrument [Line Items]  
Long-Term debt

Outstanding long-term debt consisted of the following (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Term Loan Facility (1)

$

1,343,580

$

1,346,229

$

1,354,221

Real Estate Facilities (2)

219,068

166,604

194,802

Other Long-Term Debt

8,168

8,246

3,250

Subtotal

1,570,816

1,521,079

1,552,273

Less: current portion

(25,651)

(22,121)

(26,969)

Total

$

1,545,165

$

1,498,958

$

1,525,304

(1)Net of $11.4 million, $12.0 million, and $13.7 million of original issue discount at March 31, 2024, December 31, 2023, and March 31, 2023, respectively, and $4.4 million, $4.7 million, and $5.5 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.
(2)Net of $3.9 million, $3.3 million, and $3.9 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.

Term Loan Facility  
Debt Instrument [Line Items]  
Schedule of outstanding amounts and available borrowings

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):

March 31, 

December 31, 

March 31, 

    

2024

    

2023

    

2023

Senior Secured Credit Facilities:

Term Loan Facility:

Principal amount of borrowings

$

1,400,000

$

1,400,000

$

1,400,000

Less: cumulative principal payments

(40,538)

(37,034)

(26,523)

Less: unamortized original issue discount

(11,433)

(12,016)

(13,721)

Less: unamortized finance costs

(4,449)

(4,721)

(5,535)

1,343,580

1,346,229

1,354,221

Less: current portion

(14,015)

(14,015)

(14,015)

Long-term debt, net of current portion

$

1,329,565

$

1,332,214

$

1,340,206

Revolving Credit Facility:

Total commitment

$

65,000

$

65,000

$

65,000

Less: outstanding letters of credit

(4,930)

(4,930)

(4,930)

Less: total net leverage ratio borrowing limitation

(37,320)

(37,320)

Additional borrowing capacity

$

22,750

$

22,750

$

60,070

Real Estate Facilities  
Debt Instrument [Line Items]  
Schedule of outstanding amounts and available borrowings

As of March 31, 2024

Principal

Remaining

Wtd. Average

(In thousands)

    

Outstanding(1)

    

Available(2)

    

Interest Rate

Real Estate Facilities

M&T Real Estate Facility

$

206,549

$

7,390

(3)

7.63%

First CIBC Real Estate Facility

3,585

8.33%

Third CIBC Real Estate Facility

8,934

8.08%

$

219,068

$

7,390

(1)Outstanding principal amounts are net of unamortized finance costs.
(2)Amounts cannot be reborrowed.
(3)Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility.
v3.24.1.u1
Lease Obligations (Tables)
3 Months Ended
Mar. 31, 2024
Lease Obligations  
Summary of lease cost

The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands):

Three Months Ended March 31, 

2024

    

2023

Operating lease cost

$

29,190

$

29,205

Finance lease cost:

Amortization of finance lease assets

2,860

(2,813)

Interest on finance lease liabilities

2,466

1,399

Short-term lease cost

377

514

Variable lease cost

5,329

6,289

Sublease income

(654)

(657)

Net lease costs

$

39,568

$

33,937

Schedule of cash flow supplemental information

The following table presents supplemental cash flow information related to leases (in thousands):

Three Months Ended March 31, 

2024

    

2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

$

29,588

$

28,774

Operating cash flows for finance leases

2,466

1,395

Financing cash flows for finance leases

1,829

1,233

Lease assets obtained in exchange for lease liabilities:

New, remeasured and terminated operating leases

44,183

2,693

New, remeasured and terminated finance leases

42,228

7,700

v3.24.1.u1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2024
Fair Value Measurements  
Summary of aggregate carrying value and fair value of fixed rate debt

Fair Value

March 31, 2024

December 31, 2023

March 31, 2023

($ in thousands)

    

Measurement

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Carrying Value

    

Fair Value

Term Loan Facility

Level 2

$

1,343,580

$

1,322,077

$

1,346,229

$

1,328,892

$

1,354,221

$

1,387,212

Floor Plan Facility Revolving Line of Credit

Level 2

31,885

33,134

20,885

21,732

20,885

21,213

Real Estate Facilities(1)

Level 2

219,068

230,710

183,892

195,029

202,452

211,085

Other Long-Term Debt

Level 2

8,168

6,708

8,246

6,702

3,250

2,945

(1)The carrying value of Real Estate Facilities at December 31, 2023 and March 31, 2023, include $17.3 million and $7.7 million, respectively, reported as liabilities related to assets held for sale in the condensed consolidated balance sheet.
v3.24.1.u1
Statement of Cash Flows (Tables)
3 Months Ended
Mar. 31, 2024
Statement of Cash Flows  
Supplemental disclosures of cash flow information

Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows:

Three months ended March 31,

2024

    

2023

Cash paid (refunded) during the period for:

Interest

$

61,812

$

29,289

Income taxes

(111)

(93)

Non-cash investing and financing activities:

Vehicles transferred to property and equipment from inventory

143

136

Capital expenditures in accounts payable and accrued liabilities

6,203

6,068

Prior period deposit applied to portion of purchase price of RV dealership acquisition

8,873

Par value of Class A common stock issued for redemption of common units in CWGS, LLC

20

Cost of treasury stock issued for vested restricted stock units

2,595

1,300

v3.24.1.u1
Acquisitions (Tables)
3 Months Ended
Mar. 31, 2024
Assets Of Multiple Dealership Locations Acquired  
Acquisitions  
Summary of the purchase price allocations

Three Months Ended March 31, 

($ in thousands)

    

2024

    

2023

Tangible assets (liabilities) acquired (assumed):

Inventories, net

40,394

(122)

Property and equipment, net

287

Operating lease assets

15,328

Accrued liabilities

(40)

Current portion of operating lease liabilities

(1,112)

Other current liabilities

(21)

Operating lease liabilities, net of current portion

(14,216)

Total tangible net assets acquired

40,620

(122)

Total intangible assets acquired

2,595

Goodwill

24,458

122

Purchase price of acquisitions

67,673

Application of deposit paid in prior period

(8,873)

Cash paid for acquisitions, net of cash acquired

58,800

Inventory purchases financed via floor plan

(48,684)

Cash payment net of floor plan financing

$

10,116

$

v3.24.1.u1
Non-Controlling Interests (Tables)
3 Months Ended
Mar. 31, 2024
Non-Controlling Interests  
Schedule of ownership in CWGS, LLC

As of March 31, 2024

As of December 31, 2023

As of March 31, 2023

Common Units

    

Ownership %

    

Common Units

    

Ownership %

    

Common Units

    

Ownership %

CWH

45,071,762

53.0%

45,020,116

52.9%

44,466,636

52.6%

Continuing Equity Owners

40,044,536

47.0%

40,044,536

47.1%

40,044,536

47.4%

Total

85,116,298

100.0%

85,064,652

100.0%

84,511,172

100.0%

Schedule of effects of change in ownership

Three Months Ended March 31,

($ in thousands)

   

2024

   

2023

Net (loss) income attributable to Camping World Holdings, Inc.

$

(22,307)

$

3,169

Transfers to non-controlling interests:

Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options

(22)

(17)

Decrease in additional paid-in capital as a result of the vesting of restricted stock units

(2,234)

(1,104)

Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs

209

128

Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

9,673

Change from net (loss) income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests

$

(24,354)

$

11,849

v3.24.1.u1
Equity-Based Compensation Plans (Tables)
3 Months Ended
Mar. 31, 2024
Equity-Based Compensation Plans  
Schedule of equity-based compensation expense classified with the consolidated statements of operations

Three Months Ended March 31,

($ in thousands)

 

2024

    

2023

Equity-based compensation expense:

Costs applicable to revenue

$

92

$

132

Selling, general, and administrative

5,105

6,226

Total equity-based compensation expense

$

5,197

$

6,358

Summary of stock option activity

Stock Options

    

(in thousands)

Outstanding at December 31, 2023

193

Exercised

(2)

Forfeited

(4)

Outstanding and exercisable at March 31, 2024

187

Summary of restricted stock unit activity

Restricted

Stock Units

    

(in thousands)

Outstanding at December 31, 2023

1,875

Granted

289

Vested

(74)

Forfeited

(23)

Outstanding at March 31, 2024

2,067

v3.24.1.u1
(Loss) Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 2024
(Loss) Earnings Per Share  
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings

Three Months Ended March 31,

(In thousands except per share amounts)

2024

    

2023

Numerator:

Net (loss) income

$

(50,806)

$

4,903

Less: net (loss) income attributable to non-controlling interests

28,499

(1,734)

Net (loss) income attributable to Camping World Holdings, Inc. basic

$

(22,307)

$

3,169

Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock

(21,275)

1,297

Net (loss) income attributable to Camping World Holdings, Inc. diluted

$

(43,582)

$

4,466

Denominator:

Weighted-average shares of Class A common stock outstanding — basic

45,047

44,455

Dilutive options to purchase Class A common stock

15

Dilutive restricted stock units

202

Dilutive common units of CWGS, LLC that are convertible into Class A common stock

40,045

40,045

Weighted-average shares of Class A common stock outstanding — diluted

85,092

84,717

(Loss) earnings per share of Class A common stock — basic

$

(0.50)

$

0.07

(Loss) earnings per share of Class A common stock — diluted

$

(0.51)

$

0.05

Weighted-average anti-dilutive securities excluded from the computation of diluted (loss) earnings per share of Class A common stock:

Stock options to purchase Class A common stock

189

Restricted stock units

1,841

2,122

v3.24.1.u1
Segments Information (Tables)
3 Months Ended
Mar. 31, 2024
Segments Information  
Reportable segment revenue

Three Months Ended March 31, 2024

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

46,611

$

$

(930)

$

45,681

New vehicles

657,521

(1,435)

656,086

Used vehicles

338,452

(767)

337,685

Products, service and other

178,015

(121)

177,894

Finance and insurance, net

135,852

(398)

135,454

Good Sam Club

11,217

11,217

Total consolidated revenue

$

46,611

$

1,321,057

$

(3,651)

$

1,364,017

Three Months Ended March 31, 2023

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

46,963

$

$

(596)

$

46,367

New vehicles

647,930

(1,178)

646,752

Used vehicles

445,687

(941)

444,746

Products, service and other

207,835

(174)

207,661

Finance and insurance, net

130,305

(533)

129,772

Good Sam Club

11,582

11,582

Total consolidated revenue

$

46,963

$

1,443,339

$

(3,422)

$

1,486,880

Reportable segment income

Three Months Ended March 31, 

($ in thousands)

   

2024

   

2023

Segment (loss) income:(1)

Good Sam Services and Plans

$

22,583

$

23,619

RV and Outdoor Retail

(23,391)

32,584

Total segment (loss) income

(808)

56,203

Corporate & other

(3,562)

(3,777)

Depreciation and amortization

(19,290)

(14,637)

Other interest expense, net

(36,094)

(31,113)

Other expense, net

(94)

(1,500)

(Loss) income before income taxes

$

(59,848)

$

5,176

(1)Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense.
Reportable depreciation and amortization and other interest expense, net

Three Months Ended March 31, 

($ in thousands)

 

2024

    

2023

Depreciation and amortization:

Good Sam Services and Plans

$

848

$

952

RV and Outdoor Retail

18,442

13,685

Total depreciation and amortization

$

19,290

$

14,637

Three Months Ended March 31, 

($ in thousands)

    

2024

    

2023

Other interest expense, net:

Good Sam Services and Plans

$

(18)

$

(55)

RV and Outdoor Retail

8,114

5,797

Subtotal

8,096

5,742

Corporate & other

27,998

25,371

Total other interest expense, net

$

36,094

$

31,113

Reportable segment assets

March 31, 

December 31, 

March 31, 

($ in thousands)

    

2024

    

2023

    

2023

Assets:

Good Sam Services and Plans

$

83,411

$

113,619

$

89,308

RV and Outdoor Retail

4,744,164

4,568,372

4,331,314

Subtotal

4,827,575

4,681,991

4,420,622

Corporate & other

195,587

163,693

209,891

Total assets  

$

5,023,162

$

4,845,684

$

4,630,513

v3.24.1.u1
Summary of Significant Accounting Policies - Description of Business (Details) - CWGS, LLC
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Segments Information      
Ownership interest 100.00% 100.00% 100.00%
CWH      
Segments Information      
Ownership interest 53.00% 52.90% 52.60%
v3.24.1.u1
Revenue - Contract Assets (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Accounts Receivable. | RV Service Center      
Capitalized costs      
Contract asset $ 13.4 $ 16.1 $ 17.4
v3.24.1.u1
Revenue - Deferred Revenues (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Deferred Revenues  
Revenues recognized that were included in the deferred revenue balance $ 31.7
v3.24.1.u1
Revenue - Performance Obligation (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Performance obligation  
Revenue expected to be recognized $ 161,824
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01  
Performance obligation  
Revenue expected to be recognized $ 79,930
Unsatisfied performance obligation, period 9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Performance obligation  
Revenue expected to be recognized $ 41,666
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Performance obligation  
Revenue expected to be recognized $ 20,872
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Performance obligation  
Revenue expected to be recognized $ 10,723
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01  
Performance obligation  
Revenue expected to be recognized $ 5,247
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01  
Performance obligation  
Revenue expected to be recognized $ 3,386
Unsatisfied performance obligation, period
v3.24.1.u1
Inventories and Floor Plan Payables - Inventories (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Inventories      
Inventories $ 2,077,592 $ 2,042,949 $ 1,980,106
Good Sam Services and Plans      
Inventories      
Inventories 392 452 530
New RV vehicles      
Inventories      
Inventories 1,469,193 1,378,403 1,219,889
Used RV vehicles      
Inventories      
Inventories 389,810 464,833 510,689
Products, parts, accessories and other      
Inventories      
Inventories $ 218,197 $ 199,261 $ 248,998
v3.24.1.u1
Inventories and Floor Plan Payables - Floor Plan Payable (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Floor Plan Payable      
Amount drawn $ 43,000 $ 0  
Floor Plan Facility      
Floor Plan Payable      
Maximum borrowing capacity 1,850,000 1,700,000 $ 1,850,000
FLAIR offset account amount $ 147,654 $ 223,899 $ 145,047
Floor Plan Facility, floor plan notes      
Floor Plan Payable      
Applicable interest rate (as a percent) 7.87% 6.63% 7.28%
Line of Credit | Floor Plan Facility      
Floor Plan Payable      
Maximum borrowing capacity $ 70,000 $ 70,000 $ 70,000
Applicable interest rate (as a percent) 7.62% 6.83% 7.63%
v3.24.1.u1
Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Minimum      
Floor Plan Payable      
Floor plan payment due period 3 days 3 days 3 days
Maximum      
Floor Plan Payable      
Floor plan payment due period 10 days 10 days 10 days
Floor Plan Facility      
Floor Plan Payable      
Total commitment $ 1,850,000 $ 1,700,000 $ 1,850,000
Less: borrowings (1,414,696) (1,042,099) (1,371,145)
Less: FLAIR offset account (147,654) (223,899) (145,047)
Additional borrowing capacity 287,650 434,002 333,808
Less: short-term payable for sold inventory (91,299) (61,520) (41,577)
Less: purchase commitments (31,551) (22,991) (27,420)
Unencumbered borrowing capacity 164,800 349,491 264,811
Line of Credit | Floor Plan Facility      
Floor Plan Payable      
Total commitment 70,000 70,000 70,000
Less: borrowings (31,885) (20,885) (20,885)
Additional borrowing capacity 38,115 49,115 49,115
Letters of credit | Floor Plan Facility      
Floor Plan Payable      
Total commitment 30,000 30,000 30,000
Less: outstanding letters of credit (12,300) (11,371) (12,300)
Additional letters of credit capacity $ 17,700 $ 18,629 $ 17,700
v3.24.1.u1
Restructuring and Long-Lived Asset Impairment - Narrative (Details) - Active Sports - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restructuring cost and accrual    
Annual lease expense, net of sublease income $ 1.1  
Incurred costs 6.2  
Impairment charges   $ 6.6
Impairment of Intangible Assets, Finite-Live   4.5
Other Asset Impairment Charges   $ 2.1
One-time termination benefits    
Restructuring cost and accrual    
Incurred costs 0.2  
Lease termination costs    
Restructuring cost and accrual    
Incurred costs 0.4  
Incremental inventory reserve charges    
Restructuring cost and accrual    
Incurred costs 4.3  
Other associated costs | Maximum    
Restructuring cost and accrual    
Incurred costs $ 1.3  
v3.24.1.u1
Restructuring and Long-Lived Asset Impairment - Active Sports Restructuring (Details) - Active Sports - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Restructuring Costs      
Charged to expense $ 260 $ 0  
One-time termination benefits      
Restructuring Costs      
Charged to expense     $ 193
Paid or otherwise settled     (193)
Other associated costs      
Restructuring Costs      
Charged to expense 260 $ 0 1,003
Paid or otherwise settled (260)   (1,003)
Restructuring costs excluding incremental inventory reserve charges      
Restructuring Costs      
Charged to expense 260   1,196
Paid or otherwise settled $ (260)   $ (1,196)
v3.24.1.u1
Restructuring and Long-Lived Asset Impairment - Long-lived Asset Impairment (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Long-lived Asset Impairment    
Long-lived asset impairment $ 5,827 $ 7,045
Leasehold improvements    
Long-lived Asset Impairment    
Long-lived asset impairment 2,285 740
Operating lease right-of-use assets    
Long-lived Asset Impairment    
Long-lived asset impairment 1,290  
Building and improvements    
Long-lived Asset Impairment    
Long-lived asset impairment 2,252  
Furniture and equipment    
Long-lived Asset Impairment    
Long-lived asset impairment   329
Software    
Long-lived Asset Impairment    
Long-lived asset impairment   1,362
Construction in progress and software in development    
Long-lived Asset Impairment    
Long-lived asset impairment   113
Intangible Assets    
Long-lived Asset Impairment    
Long-lived asset impairment   4,501
Active Sports    
Long-lived Asset Impairment    
Long-lived asset impairment   6,648
Unrelated to restructuring activities    
Long-lived Asset Impairment    
Long-lived asset impairment $ 5,827 $ 397
v3.24.1.u1
Assets Held for Sale - Narrative (Details) - location
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Disposal Group | Properties held for sale      
Assets held for sale      
Number of properties 3 5 2
v3.24.1.u1
Assets Held for Sale - Assets and Related Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Assets held for sale:      
Assets held for sale $ 6,276 $ 29,864 $ 13,971
Liabilities related to assets held for sale:      
Liabilities related to assets held for sale 0 17,288 7,650
Disposal Group | Properties held for sale      
Assets held for sale:      
Property and equipment, net 6,276 29,864 13,971
Assets held for sale 6,276 29,864 13,971
Liabilities related to assets held for sale:      
Current portion of long-term debt 0 864 788
Long-term debt, net of current portion 0 16,424 6,862
Liabilities related to assets held for sale $ 0 $ 17,288 $ 7,650
v3.24.1.u1
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Goodwill        
Balance (excluding impairment charges)       $ 864,260
Accumulated impairment charges       (241,837)
Balance $ 711,222 $ 622,423 $ 622,545  
Acquisitions 24,458 122 88,677  
Balance 735,680 622,545 711,222  
Good Sam Services and Plans        
Goodwill        
Balance (excluding impairment charges)       71,118
Accumulated impairment charges       (46,884)
Balance 24,234 24,234 24,234  
Balance 24,234 24,234 24,234  
RV and Outdoor Retail        
Goodwill        
Balance (excluding impairment charges)       793,142
Accumulated impairment charges       $ (194,953)
Balance 686,988 598,189 598,311  
Acquisitions 24,458 122 88,677  
Balance $ 711,446 $ 598,311 $ 686,988  
v3.24.1.u1
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Intangible Assets      
Cost or Fair Value $ 55,756 $ 55,637 $ 54,726
Accumulated Amortization (42,758) (41,920) (39,345)
Net 12,998 13,717 15,381
Good Sam services and plans | Membership, customer lists and other      
Intangible Assets      
Cost or Fair Value 9,740 9,640 9,640
Accumulated Amortization (9,316) (9,246) (9,040)
Net 424 394 600
Good Sam services and plans | Trademarks and trade names      
Intangible Assets      
Cost or Fair Value 2,132 2,132 2,132
Accumulated Amortization (273) (238) (130)
Net 1,859 1,894 2,002
Good Sam services and plans | Websites      
Intangible Assets      
Cost or Fair Value 3,050 3,050 3,050
Accumulated Amortization (1,227) (1,118) (792)
Net 1,823 1,932 2,258
RV and Outdoor Retail | Customer lists, domain names and other      
Intangible Assets      
Cost or Fair Value 5,543    
Accumulated Amortization (3,439)    
Net 2,104    
RV and Outdoor Retail | Customer lists and domain names      
Intangible Assets      
Cost or Fair Value   5,543 4,872
Accumulated Amortization   (3,269) (3,025)
Net   2,274 1,847
RV and Outdoor Retail | Supplier Lists      
Intangible Assets      
Cost or Fair Value 1,696 1,696 1,696
Accumulated Amortization (1,187) (1,102) (824)
Net 509 594 872
RV and Outdoor Retail | Trademarks and trade names      
Intangible Assets      
Cost or Fair Value 27,251 27,251 27,251
Accumulated Amortization (21,725) (21,390) (20,049)
Net 5,526 5,861 7,202
RV and Outdoor Retail | Websites      
Intangible Assets      
Cost or Fair Value 6,344 6,325 6,085
Accumulated Amortization (5,591) (5,557) (5,485)
Net $ 753 $ 768 $ 600
v3.24.1.u1
Long-Term Debt - Outstanding long term debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Long-Term Debt      
Long-term debt $ 1,570,816 $ 1,521,079 $ 1,552,273
Less: current portion (25,651) (22,121) (26,969)
Long-term debt, net of current portion 1,545,165 1,498,958 1,525,304
Liabilities related to assets held for sale 0 17,288 7,650
Term Loan Facility      
Long-Term Debt      
Long-term debt 1,343,580 1,346,229 1,354,221
Less: current portion (14,015) (14,015) (14,015)
Long-term debt, net of current portion 1,329,565 1,332,214 1,340,206
Unamortized discount 11,433 12,016 13,721
Finance costs 4,449 4,721 5,535
Real Estate Facilities      
Long-Term Debt      
Long-term debt 219,068 166,604 194,802
Finance costs 3,900 3,300 3,900
Other Long-Term Debt      
Long-Term Debt      
Long-term debt $ 8,168 $ 8,246 $ 3,250
v3.24.1.u1
Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Term Loan Facility      
Long-Term Debt      
Effective interest rate (as a percent) 8.18% 8.21% 7.44%
Letters of credit | Revolving Credit Facility      
Long-Term Debt      
Maximum borrowing capacity $ 15.0 $ 15.0 $ 15.0
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments 35.00% 35.00% 35.00%
Secured Debt | Revolving Credit Facility      
Long-Term Debt      
Reduction in borrowing capacity $ 37.3    
Secured Debt | Letters of credit | Revolving Credit Facility      
Long-Term Debt      
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments 35.00% 35.00% 35.00%
v3.24.1.u1
Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Long-term debt      
Long-Term Debt $ 1,570,816 $ 1,552,273 $ 1,521,079
Less: current portion (25,651) (26,969) (22,121)
Long-term debt, net of current portion 1,545,165 1,525,304 1,498,958
Term Loan Facility      
Long-term debt      
Principal amount of borrowings 1,400,000 1,400,000 1,400,000
Less: cumulative principal payments (40,538) (26,523) (37,034)
Less: unamortized original issue discount (11,433) (13,721) (12,016)
Less: unamortized finance costs (4,449) (5,535) (4,721)
Long-Term Debt 1,343,580 1,354,221 1,346,229
Less: current portion (14,015) (14,015) (14,015)
Long-term debt, net of current portion $ 1,329,565 $ 1,340,206 $ 1,332,214
Average interest rate (as a percent) 7.94% 7.20% 7.97%
Effective interest rate (as a percent) 8.18% 7.44% 8.21%
Revolving Credit Facility      
Long-term debt      
Principal amount of borrowings $ 65,000 $ 65,000 $ 65,000
Less: outstanding letters of credit (4,930) (4,930) (4,930)
Less: availability reduction due to Total Leverage Ratio (37,320)   (37,320)
Additional letters of credit capacity $ 22,750 $ 60,070 $ 22,750
v3.24.1.u1
Long-Term Debt - Real Estate Facilities (Details)
$ in Thousands
1 Months Ended 3 Months Ended
Jun. 30, 2023
USD ($)
property
Mar. 31, 2024
USD ($)
location
property
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Long-term debt        
Revolving line of credit   $ 31,885 $ 20,885 $ 20,885
Payments of outstanding balance   $ 32,000 0  
Number of properties associated in sale leaseback transaction | location   2    
M & T Real Estate Facility        
Long-term debt        
Debt instrument face amount   $ 55,600 $ 59,200  
Payments of outstanding balance   $ 15,600    
Number of properties associated in sale leaseback transaction | property   2    
M&T Real Estate Facility Relating to Separate Property        
Long-term debt        
Payments of outstanding balance   $ 1,700    
Second CIBC Real Estate Facility        
Long-term debt        
Payments of outstanding balance $ 7,400      
Number of properties with associated secured borrowings | property 1      
v3.24.1.u1
Long-Term Debt - Real Estate Facilities - Summary (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Debt Instrument [Line Items]      
Outstanding notes $ 1,570,816 $ 1,521,079 $ 1,552,273
Real Estate Facilities      
Debt Instrument [Line Items]      
Outstanding notes 219,068 $ 166,604 $ 194,802
Remaining Available 7,390    
M & T Real Estate Facility      
Debt Instrument [Line Items]      
Outstanding notes 206,549    
Remaining Available $ 7,390    
Wtd. Average Interest Rate 7.63%    
First CIBC Real Estate Facility      
Debt Instrument [Line Items]      
Outstanding notes $ 3,585    
Wtd. Average Interest Rate 8.33%    
Third CIBC Real Estate Facility      
Debt Instrument [Line Items]      
Outstanding notes $ 8,934    
Wtd. Average Interest Rate 8.08%    
v3.24.1.u1
Long-Term Debt - Other Long-Term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Long-Term Debt      
Long-term debt $ 1,570,816 $ 1,521,079 $ 1,552,273
Other Long-Term Debt      
Long-Term Debt      
Long-term debt $ 8,168 $ 8,246 $ 3,250
Weighted average interest rate 4.27%    
v3.24.1.u1
Lease Obligations - Lease Costs (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Lease costs    
Operating lease cost $ 29,190 $ 29,205
Amortization of finance lease assets   (2,813)
Amortization of finance lease assets 2,860  
Interest on finance lease liabilities 2,466 1,399
Short-term lease cost 377 514
Variable lease cost 5,329 6,289
Sublease income (654) (657)
Net lease costs $ 39,568 $ 33,937
v3.24.1.u1
Lease Obligations - Financial Statement Line Items (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Lease Obligations      
Finance lease assets $ 139.8 $ 100.4 $ 93.6
v3.24.1.u1
Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Lease Obligations    
Operating cash flows for operating leases $ 29,588 $ 28,774
Operating cash flows for finance leases 2,466 1,395
Financing cash flows for finance leases 1,829 1,233
New, remeasured, and terminated operating leases 44,183 2,693
New, remeasured and terminated finance leases $ 42,228 $ 7,700
v3.24.1.u1
Lease Obligations - Sale-Leaseback Arrangement (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
location
Lease Obligations  
Number of properties associated in sale leaseback transaction | location 2
Sale price of properties $ 23.5
Gains (Losses) in sale leaseback arrangement $ 0.1
Term of sale leaseback transaction 20 years
v3.24.1.u1
Fair Value Measurements (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Fair Value Measurements      
Liabilities related to assets held for sale $ 0 $ 17,288 $ 7,650
Level 2 | Carrying Value | Term Loan Facility      
Fair Value Measurements      
Debt instrument 1,343,580 1,346,229 1,354,221
Level 2 | Carrying Value | Floor Plan Facility      
Fair Value Measurements      
Debt instrument 31,885 20,885 20,885
Level 2 | Carrying Value | Real Estate Facilities      
Fair Value Measurements      
Debt instrument 219,068 183,892 202,452
Liabilities related to assets held for sale   17,300 7,700
Level 2 | Carrying Value | Other Long-Term Debt      
Fair Value Measurements      
Debt instrument 8,168 8,246 3,250
Level 2 | Fair Value | Term Loan Facility      
Fair Value Measurements      
Debt instrument 1,322,077 1,328,892 1,387,212
Level 2 | Fair Value | Floor Plan Facility      
Fair Value Measurements      
Debt instrument 33,134 21,732 21,213
Level 2 | Fair Value | Real Estate Facilities      
Fair Value Measurements      
Debt instrument 230,710 195,029 211,085
Level 2 | Fair Value | Other Long-Term Debt      
Fair Value Measurements      
Debt instrument $ 6,708 $ 6,702 $ 2,945
v3.24.1.u1
Commitments and Contingencies - Litigation (Details)
Apr. 04, 2024
USD ($)
Jul. 14, 2023
USD ($)
May 31, 2023
USD ($)
Oct. 08, 2021
USD ($)
lawsuit
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jul. 17, 2023
USD ($)
Mar. 31, 2023
USD ($)
Surety Bond                
Commitments and Contingencies                
Outstanding surety bonds         $ 24,400,000 $ 23,200,000   $ 22,400,000
Revolving Credit Facility                
Commitments and Contingencies                
Letters of Credit Outstanding, Amount         4,930,000 4,930,000   4,930,000
Letters of credit | Floor Plan Facility                
Commitments and Contingencies                
Letters of Credit Outstanding, Amount         $ 12,300,000 $ 12,300,000   $ 11,371,000
Weissmann                
Commitments and Contingencies                
Number of lawsuits | lawsuit       1        
Damages sought by plaintiff       $ 2,500,000        
Precise Complaint                
Commitments and Contingencies                
Number of day for stipulation order to be become final upon expiration of appeal period             10  
Damages awarded $ 3,700,000   $ 7,100,000          
Amount the Company is entitled to     $ 3,700,000          
Litigation fee to be reimbursed   $ 3,500            
v3.24.1.u1
Statement of Cash Flows (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash paid (refunded) during the period for:    
Interest $ 61,812 $ 29,289
Income taxes (111) (93)
Non-cash investing and financing activities:    
Vehicles transferred to property and equipment from inventory 143 136
Capital expenditures in accounts payable and accrued liabilities 6,203 6,068
Prior period deposit applied to portion of purchase price of RV dealership acquisition 8,873 0
Par value of Class A common stock issued for redemption of common units in CWGS, LLC 0 20
Cost of treasury stock issued for vested restricted stock units $ 2,595 $ 1,300
v3.24.1.u1
Acquisitions - General Information (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
location
Mar. 31, 2023
location
Acquisitions    
Real properties purchased | $ $ 1.2  
RV and Outdoor Retail | RV Dealership Groups    
Acquisitions    
Cash paid for acquisition | $ $ 67.7  
Number of locations acquired | location 9 0
Number of locations to be open after current reporting period | location 1  
v3.24.1.u1
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Tangible assets (liabilities) acquired (assumed):        
Goodwill $ 735,680 $ 622,545 $ 711,222 $ 622,423
Application of deposit paid in prior period (8,873) 0    
Cash paid for acquisitions, net of cash acquired 58,800 0    
RV and Outdoor Retail        
Tangible assets (liabilities) acquired (assumed):        
Goodwill 711,446 598,311 686,988 598,189
RV and Outdoor Retail | 2024 Acquisitions        
Tangible assets (liabilities) acquired (assumed):        
Inventories, net 40,394      
Property and equipment, net 287      
Operating lease assets 15,328      
Accrued liabilities (40)      
Current portion of operating lease liabilities (1,112)      
Other current liabilities (21)      
Operating lease liabilities, net of current portion (14,216)      
Total tangible net assets acquired 40,620      
Total intangible assets acquired 2,595      
Goodwill 24,458      
Purchase price of acquisitions 67,673      
Application of deposit paid in prior period (8,873)      
Cash paid for acquisitions, net of cash acquired 58,800      
Inventory purchases financed via floor plan (48,684)      
Cash payment net of floor plan financing 10,116      
RV and Outdoor Retail | 2023 Acquisitions        
Tangible assets (liabilities) acquired (assumed):        
Inventories, net   (122)    
Property and equipment, net   0    
Operating lease assets   0    
Accrued liabilities   0    
Current portion of operating lease liabilities   0    
Other current liabilities   0    
Operating lease liabilities, net of current portion   0    
Total tangible net assets acquired   (122)    
Total intangible assets acquired   0    
Goodwill   122    
Purchase price of acquisitions   0    
Application of deposit paid in prior period   0    
Cash paid for acquisitions, net of cash acquired   0    
Inventory purchases financed via floor plan   0    
Cash payment net of floor plan financing   0    
Good Sam Services and Plans        
Tangible assets (liabilities) acquired (assumed):        
Goodwill $ 24,234 $ 24,234 $ 24,234 $ 24,234
v3.24.1.u1
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Acquisitions    
Proceeds from sale of intangible assets $ 2,595 $ 0
Assets Or Stock Of Multiple Dealership Locations Acquired [Member]    
Acquisitions    
Goodwill for tax purposes 24,500 100
Revenue 7,000 0
Pre-tax income (loss) 0 $ 0
RV and Outdoor Retail | 2024 Acquisitions    
Acquisitions    
Fair value measurement period adjustment of other intangible assets from a RV dealership acquisition $ 2,600  
Useful lives (in years) 15 years  
v3.24.1.u1
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Jan. 01, 2023
Mar. 31, 2024
Mar. 31, 2023
Effective tax rate (as a percent)         15.10% 5.30%
Federal income tax rate (as a percent)         21.00% 21.00%
Current portion of liabilities under tax receivable agreement $ 12,943 $ 12,943 $ 10,935   $ 12,943 $ 10,935
Increase in net deferred tax assets due to payments under tax receivable agreement       $ 6,300    
Increase in non-current portion of Tax Receivable Agreement liability       5,400    
Increase in additional paid-in capital       $ 900    
Class A common stock            
Shares repurchased (in shares)         0 0
CWGS, LLC | Class A common stock            
Units redeemed       2,000,000.0    
Continuing Equity Owners | Related party            
Number of units redeemed 0       0  
Tax receivable agreement            
Expected future tax benefits retained by the Company (as a percent)         15.00%  
Tax receivable agreement | Chief Executive Officer | Related party | CWGS, LLC            
Number of units redeemed       2,000,000.0    
Tax receivable agreement | Continuing Equity Owners and Crestview partners II GP LP | Related party            
Payment, as percent of tax benefits (as a percent)         85.00%  
CWGS, LLC            
Ownership interest 100.00% 100.00% 100.00%      
CWH | CWGS, LLC            
Ownership interest 53.00% 52.90% 52.60%      
v3.24.1.u1
Related Party Transactions (Details) - FreedomRoads - Lease Agreement - Related party - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mr. Lemonis    
Related party transactions    
Related party expense $ 0.2 $ 0.2
Managers and Officers    
Related party transactions    
Related party expense $ 0.0 $ 1.5
v3.24.1.u1
Stockholders' Equity - Common Stock (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Stock Repurchase Program    
Authorized amount for stock repurchase program $ 120.2  
Class A common stock    
Stock Repurchase Program    
Shares repurchased (in shares) 0 0
v3.24.1.u1
Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Non-Controlling Interests      
Units held 85,116,298 85,064,652 84,511,172
Ownership interest 100.00% 100.00% 100.00%
CWH      
Non-Controlling Interests      
Units held 45,071,762 45,020,116 44,466,636
Ownership interest 53.00% 52.90% 52.60%
Continuing Equity Owners      
Non-Controlling Interests      
Units held 40,044,536 40,044,536 40,044,536
Ownership interest 47.00% 47.10% 47.40%
v3.24.1.u1
Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
Jan. 01, 2023
Dec. 31, 2022
Mar. 31, 2024
Mar. 31, 2023
Summarizes the effects of change in ownership:        
Net (loss) income attributable to Camping World Holdings, Inc.     $ (22,307) $ 3,169
Transfers to non-controlling interests:        
Change from net (loss) income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests     (24,354) 11,849
Additional Paid-in Capital        
Transfers to non-controlling interests:        
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options     (22) (17)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units     (2,234) (1,104)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs     209 128
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC     $ 0 $ 9,673
Common Unit Giftees        
Non-Controlling Interests        
Number of shares gifted   2,000,000    
Additional consideration $ 0      
Common Unit Giftees | Class A common stock        
Non-Controlling Interests        
Number of units redeemed 2,000,000      
Class A common stock issued in exchange for common units in CWGS, LLC 2,000,000      
Common Unit Giftees | Class B common stock        
Non-Controlling Interests        
Number of shares issued   2,000,000    
Shares cancelled 2,000,000      
v3.24.1.u1
Equity-Based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Equity-based compensation expense:    
Equity based compensation expense $ 5,197 $ 6,358
Costs applicable to revenue    
Equity-based compensation expense:    
Equity based compensation expense 92 132
Selling, general, and administrative    
Equity-based compensation expense:    
Equity based compensation expense $ 5,105 $ 6,226
v3.24.1.u1
Equity-Based Compensation Plans - Stock Options (Details) - Employee Stock Option [Member] - shares
shares in Thousands
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Stock Options    
Outstanding at December 31, 2023 (in shares)   193
Exercised (in shares) (2)  
Forfeited (in shares) (4)  
Outstanding and exercisable at March 31, 2024 (in shares) 187  
v3.24.1.u1
Equity-Based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
$ / shares
shares
Share-based Compensation Plans  
Vested (in shares) (74,000)
Restricted Stock Units  
Outstanding at December 31, 2022 (in shares) 1,875,000
Granted (in shares) 289,000
Forfeited (in shares) (23,000)
Outstanding at March 31, 2023 (shares) 2,067,000
Employees And Non Employee Directors  
Restricted Stock Units  
Granted (in shares) 289,250
Grant date fair value (in dollars) | $ $ 7.4
Weighted Average Grant Date Fair Value  
Weighted average grant date fair value (per share) | $ / shares $ 25.59
Employees  
Restricted Stock Units  
Vesting period 5 years
Non-employee Directors  
Restricted Stock Units  
Vesting period 1 year
v3.24.1.u1
(Loss) Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Numerator:    
Net (loss) income $ (50,806) $ 4,903
Less: net (loss) income attributable to non-controlling interests 28,499 (1,734)
Net (loss) income attributable to Camping World Holdings, Inc. - basic (22,307) 3,169
Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock (21,275) 1,297
Net (loss) income attributable to Camping World Holdings, Inc. - diluted $ (43,582) $ 4,466
Stock Option    
Denominator:    
Weighted-average antidilutive securities excluded from the computation of diluted (loss) earnings per share of Class A stock 189 0
Restricted Stock Units (RSUs)    
Denominator:    
Weighted-average antidilutive securities excluded from the computation of diluted (loss) earnings per share of Class A stock 1,841 2,122
Class A common stock    
Denominator:    
Weighted-average shares of Class A common stock outstanding - basic 45,047 44,455
Dilutive options to purchase Class A common stock 0 15
Dilutive restricted stock units 0 202
Dilutive common units of CWGS, LLC that are convertible into Class A common stock 40,045 40,045
Weighted-average shares of Class A common stock outstanding - diluted 85,092 84,717
(Loss) earnings per share of Class A common stock - basic $ (0.50) $ 0.07
(Loss) earnings per share of Class A common stock - diluted $ (0.51) $ 0.05
v3.24.1.u1
Segments Information - Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segments Information    
Revenue $ 1,364,017 $ 1,486,880
Intersegment Eliminations    
Segments Information    
Revenue (3,651) (3,422)
Good Sam Services and Plans    
Segments Information    
Revenue 45,681 46,367
Good Sam Services and Plans | Intersegment Eliminations    
Segments Information    
Revenue (930) (596)
New vehicles    
Segments Information    
Revenue 656,086 646,752
New vehicles | Intersegment Eliminations    
Segments Information    
Revenue (1,435) (1,178)
Used vehicles    
Segments Information    
Revenue 337,685 444,746
Used vehicles | Intersegment Eliminations    
Segments Information    
Revenue (767) (941)
Products, service and other    
Segments Information    
Revenue 177,894 207,661
Products, service and other | Intersegment Eliminations    
Segments Information    
Revenue (121) (174)
Finance and insurance, net    
Segments Information    
Revenue 135,454 129,772
Finance and insurance, net | Intersegment Eliminations    
Segments Information    
Revenue (398) (533)
Good Sam Club    
Segments Information    
Revenue 11,217 11,582
Good Sam Services and Plans | Operating Segments    
Segments Information    
Revenue 46,611 46,963
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments    
Segments Information    
Revenue 46,611 46,963
RV and Outdoor Retail    
Segments Information    
Revenue 1,318,336 1,440,513
RV and Outdoor Retail | Operating Segments    
Segments Information    
Revenue 1,321,057 1,443,339
RV and Outdoor Retail | New vehicles    
Segments Information    
Revenue 656,086 646,752
RV and Outdoor Retail | New vehicles | Operating Segments    
Segments Information    
Revenue 657,521 647,930
RV and Outdoor Retail | Used vehicles    
Segments Information    
Revenue 337,685 444,746
RV and Outdoor Retail | Used vehicles | Operating Segments    
Segments Information    
Revenue 338,452 445,687
RV and Outdoor Retail | Products, service and other    
Segments Information    
Revenue 177,894 207,661
RV and Outdoor Retail | Products, service and other | Operating Segments    
Segments Information    
Revenue 178,015 207,835
RV and Outdoor Retail | Finance and insurance, net    
Segments Information    
Revenue 135,454 129,772
RV and Outdoor Retail | Finance and insurance, net | Operating Segments    
Segments Information    
Revenue 135,852 130,305
RV and Outdoor Retail | Good Sam Club    
Segments Information    
Revenue 11,217 11,582
RV and Outdoor Retail | Good Sam Club | Operating Segments    
Segments Information    
Revenue $ 11,217 $ 11,582
v3.24.1.u1
Segments Information - Segment (Loss) Income (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segments Information    
Total segment (loss) income $ 4,222 $ 58,599
Selling, general, and administrative 371,473 365,726
Depreciation and amortization (19,290) (14,637)
Other interest expense, net (36,094) (31,113)
Other expense, net (94) (1,500)
(Loss) income before income taxes (59,848) 5,176
Operating Segments    
Segments Information    
Total segment (loss) income (808) 56,203
Other interest expense, net (8,096) (5,742)
Corporate, Non-Segment    
Segments Information    
Total segment (loss) income (3,562) (3,777)
Other interest expense, net (27,998) (25,371)
Good Sam Services and Plans | Operating Segments    
Segments Information    
Total segment (loss) income 22,583 23,619
Depreciation and amortization (848) (952)
Other interest expense, net 18 55
RV and Outdoor Retail | Operating Segments    
Segments Information    
Total segment (loss) income (23,391) 32,584
Depreciation and amortization (18,442) (13,685)
Other interest expense, net $ (8,114) $ (5,797)
v3.24.1.u1
Segments Information - Depreciation and Amortization (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segments Information    
Depreciation and amortization $ 19,290 $ 14,637
Good Sam Services and Plans | Operating Segments    
Segments Information    
Depreciation and amortization 848 952
RV and Outdoor Retail | Operating Segments    
Segments Information    
Depreciation and amortization $ 18,442 $ 13,685
v3.24.1.u1
Segments Information - Other Interest Expense, Net (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segments Information    
Other interest expense, net $ 36,094 $ 31,113
Operating Segments    
Segments Information    
Other interest expense, net 8,096 5,742
Corporate, Non-Segment    
Segments Information    
Other interest expense, net 27,998 25,371
Good Sam Services and Plans | Operating Segments    
Segments Information    
Other interest expense, net (18) (55)
RV and Outdoor Retail | Operating Segments    
Segments Information    
Other interest expense, net $ 8,114 $ 5,797
v3.24.1.u1
Segments Information - Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Segments Information      
Assets $ 5,023,162 $ 4,845,684 $ 4,630,513
Operating Segments      
Segments Information      
Assets 4,827,575 4,681,991 4,420,622
Corporate, Non-Segment      
Segments Information      
Assets 195,587 163,693 209,891
Good Sam Services and Plans | Operating Segments      
Segments Information      
Assets 83,411 113,619 89,308
RV and Outdoor Retail | Operating Segments      
Segments Information      
Assets $ 4,744,164 $ 4,568,372 $ 4,331,314
v3.24.1.u1
Subsequent Event (Details) - Subsequent Event - CWDS
$ in Millions
May 03, 2024
USD ($)
Minimum  
Subsequent event  
Total cash consideration expected from sale $ 19.0
Maximum  
Subsequent event  
Total cash consideration expected from sale $ 21.0
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ (22,307) $ 3,169
v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false