CAMPING WORLD HOLDINGS, INC., 10-K filed on 2/26/2024
Annual Report
v3.24.0.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2023
Feb. 16, 2024
Jun. 30, 2023
Document and Entity Information      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
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    
Document Financial Statement Error Correction [Flag] false    
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 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
ICFR Auditor Attestation Flag true    
Auditor Name Deloitte & Touche LLP    
Auditor Firm ID 34    
Auditor Location Chicago, Illinois    
Entity Public Float     $ 1,247,398,270
Class A common stock      
Document and Entity Information      
Entity Common Stock, Shares Outstanding   45,071,074  
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  
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 39,647 $ 130,131
Contracts in transit 60,229 50,349
Accounts receivable, net 128,070 112,411
Inventories 2,042,949 2,123,858
Prepaid expenses and other assets 48,353 66,913
Assets held for sale 29,864 0
Total current assets 2,349,112 2,483,662
Property and equipment, net 834,426 758,281
Operating lease assets 740,052 742,306
Deferred tax assets, net 157,326 143,226
Intangible assets, net 13,717 20,945
Goodwill 711,222 622,423
Other assets 39,829 29,304
Total assets 4,845,684 4,800,147
Current liabilities:    
Accounts payable 133,516 127,691
Accrued liabilities 149,096 147,833
Deferred revenues 92,366 95,695
Current portion of operating lease liabilities 63,695 61,745
Current portion of finance lease liabilities 17,133 10,244
Current portion of Tax Receivable Agreement liability 12,943 10,873
Current portion of long-term debt 22,121 25,229
Notes payable - floor plan, net 1,371,145 1,319,941
Other current liabilities 68,536 73,076
Liabilities related to assets held for sale 17,288 0
Total current liabilities 1,947,839 1,872,327
Operating lease liabilities, net of current portion 763,958 764,835
Finance lease liabilities, net of current portion 97,751 94,216
Tax Receivable Agreement liability, net of current portion 149,866 159,743
Revolving line of credit 20,885 20,885
Long-term debt, net of current portion 1,498,958 1,484,416
Deferred revenues 66,780 70,247
Other long-term liabilities 85,440 85,792
Total liabilities 4,631,477 4,552,461
Commitments and contingencies
Stockholders' equity:    
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding 0 0
Additional paid-in capital 98,280 106,051
Treasury stock, at cost; 4,551 and 5,130 shares, respectively (159,440) (179,732)
Retained earnings 185,244 221,031
Total stockholders' equity attributable to Camping World Holdings, Inc. 124,584 147,830
Non-controlling interests 89,623 99,856
Total stockholders' equity 214,207 247,686
Total liabilities and stockholders' equity 4,845,684 4,800,147
Class A common stock    
Stockholders' equity:    
Common stock 496 476
Class B common stock    
Stockholders' equity:    
Common stock 4 4
Class C common stock    
Stockholders' equity:    
Common stock $ 0 $ 0
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
Stockholders' equity:    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, authorized 20,000,000 20,000,000
Preferred stock, issued 0 0
Treasury Stock, (In shares) 4,551,000 5,130,000
Class A common stock    
Stockholders' equity:    
Common stock, par value $ 0.01 $ 0.01
Common stock, authorized 250,000,000 250,000,000
Common stock, issued 49,571,000 47,571,000
Common stock, outstanding 45,020,000 42,441,000
Class B common stock    
Stockholders' equity:    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized 75,000,000 75,000,000
Common stock, issued 39,466,000 41,466,000
Common stock, outstanding 39,466,000 41,466,000
Class C common stock    
Stockholders' equity:    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized 1 1
Common stock, issued 1 1
Common stock, outstanding 1 1
v3.24.0.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenue:      
Total revenue $ 6,226,547 $ 6,967,013 $ 6,913,754
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):      
Total costs applicable to revenue 4,347,898 4,704,729 4,457,426
Operating expenses:      
Selling, general, and administrative 1,538,988 1,606,984 1,573,609
Debt restructure expense 0 0 12,078
Depreciation and amortization 68,643 80,304 66,418
Long-lived asset impairment 9,269 4,231 3,044
Lease termination (103) 1,614 2,211
(Gain) loss on sale or disposal of assets (5,222) 622 (576)
Total operating expenses 1,611,575 1,693,755 1,656,784
Income from operations 267,074 568,529 799,544
Other expense:      
Floor plan interest expense (83,075) (42,031) (14,108)
Other interest expense, net (135,270) (75,745) (46,912)
Loss on debt restructure 0 0 (1,390)
Tax Receivable Agreement liability adjustment 2,442 114 (2,813)
Other expense, net (1,769) (752) (122)
Total other expense (217,672) (118,414) (65,345)
Income before income taxes 49,402 450,115 734,199
Income tax benefit (expense) 1,199 (99,084) (92,124)
Net income 50,601 351,031 642,075
Less: net income attributable to non-controlling interests (19,557) (214,084) (363,614)
Net income attributable to Camping World Holdings, Inc. $ 31,044 $ 136,947 $ 278,461
Class A common stock      
Earnings per share of Class A common stock:      
Basic $ 0.70 $ 3.23 $ 6.19
Diluted $ 0.55 $ 3.22 $ 6.07
Weighted average shares of Class A common stock outstanding:      
Basic 44,626 42,386 45,009
Diluted 84,972 42,854 89,762
Good Sam Services and Plans      
Revenue:      
Total revenue $ 193,827 $ 192,128 $ 180,722
New vehicles      
Revenue:      
Total revenue 2,576,278 3,228,077 3,299,454
Used vehicles      
Revenue:      
Total revenue 1,979,632 1,877,601 1,686,217
Products, service and other      
Revenue:      
Total revenue 870,038 999,214 1,100,942
Finance and insurance, net      
Revenue:      
Total revenue 562,256 623,456 598,475
Good Sam Club      
Revenue:      
Total revenue 44,516 46,537 47,944
Good Sam Services and Plans      
Revenue:      
Total revenue 193,827 192,128 180,722
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):      
Total costs applicable to revenue 59,391 71,966 72,877
RV and Outdoor Retail      
Revenue:      
Total revenue 6,032,720 6,774,885 6,733,032
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):      
Total costs applicable to revenue 4,288,507 4,632,763 4,384,549
RV and Outdoor Retail | New vehicles      
Revenue:      
Total revenue 2,576,278 3,228,077 3,299,454
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):      
Total costs applicable to revenue 2,175,819 2,576,276 2,423,478
RV and Outdoor Retail | Used vehicles      
Revenue:      
Total revenue 1,979,632 1,877,601 1,686,217
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):      
Total costs applicable to revenue 1,574,238 1,418,053 1,247,794
RV and Outdoor Retail | Products, service and other      
Revenue:      
Total revenue 870,038 999,214 1,100,942
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):      
Total costs applicable to revenue 533,625 631,010 706,074
RV and Outdoor Retail | Finance and insurance, net      
Revenue:      
Total revenue 562,256 623,456 598,475
RV and Outdoor Retail | Good Sam Club      
Revenue:      
Total revenue 44,516 46,537 47,944
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):      
Total costs applicable to revenue $ 4,825 $ 7,424 $ 7,203
v3.24.0.1
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, 2020 $ 428 $ 5 $ 0 $ 63,342 $ (15,187) $ (21,814) $ (36,005) $ (9,231)
Balance (in shares) at Dec. 31, 2020 42,799 45,999            
Balance (in shares) at Dec. 31, 2020         (572)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation $ 0 $ 0 0 24,490 $ 0 0 23,446 47,936
Exercise of stock options $ 0 0 0 (1,651) $ 5,762 0 0 4,111
Exercise of stock options (in shares) 0       189      
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options $ 0 0 0 (2,017) $ 0 0 2,017 0
Vesting of restricted stock units $ 0 $ 0 $ 0 (28,493) $ 34,756 0 (6,263) 0
Vesting of restricted stock units (in shares) 0 0 0   971      
Repurchases of Class A common stock for withholding taxes on vested RSUs $ 0 $ 0 $ 0 (989) $ (11,100) 0 0 (12,089)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) 0 0 0   (303)      
Stock award to employee $ 0 $ 0 $ 0 (15,551) $ 19,586 0 (4,035) 0
Stock award to employee (In shares)         511      
Repurchases of Class A common stock for withholding taxes on stock award to employee 0 0 0 (160) $ (7,567) 0 0 (7,727)
Repurchases of Class A common stock for withholding taxes on stock award to employee (in shares)         (197)      
Repurchases of Class A common stock to treasury stock 0 0 0 74,487 $ (156,256) 0 (74,487) (156,256)
Repurchases of Class A common stock to treasury stock (Shares)         (3,989)      
Redemption of LLC common units for Class A common stock $ 47 $ (1) 0 15,685 $ 0 0 1,392 17,123
Redemption of LLC common units for Class A common stock (in shares) 4,722 (4,533)            
Distributions to holders of LLC common units $ 0 $ 0 0 0 0 0 (193,735) (193,735)
Dividends 0 0 0 0 0 (67,176) 0 (67,176)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability 0 0 0 (31,137) 0 0 0 (31,137)
Non-controlling interest adjustment 0 0 0 107 0 0 (107) 0
Net income 0 0 0 0 0 278,461 363,614 642,075
Balance at Dec. 31, 2021 $ 475 $ 4 $ 0 98,113 $ (130,006) 189,471 75,837 233,894
Balance (in shares) at Dec. 31, 2021 47,521 41,466 0          
Balance (in shares) at Dec. 31, 2021         (3,390)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation $ 0 $ 0 $ 0 13,897 $ 0 0 16,830 30,727
Exercise of stock options $ 0 0 0 (349) $ 890 0 0 541
Exercise of stock options (in shares) 0       25      
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options $ 0 0 0 (245) $ 0 0 245 0
Vesting of restricted stock units $ 0 $ 0 $ 0 (35,831) $ 42,640 0 (6,600) 209
Vesting of restricted stock units (in shares) 0 0 0   1,211      
Repurchases of Class A common stock for withholding taxes on vested RSUs $ 0 $ 0 $ 0 2,371 $ (13,499) 0 0 (11,128)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) 0 0 0   (383)      
Repurchases of Class A common stock to treasury stock $ 0 $ 0 $ 0 27,561 $ (79,757) 0 (37,774) (89,970)
Repurchases of Class A common stock to treasury stock (Shares)         (2,593)      
Disgorgement of short-swing profits by Section 16 officer 0 0 0 58 $ 0 0 0 58
Redemption of LLC common units for Class A common stock $ 1 0 0 424 0 0 (45) 380
Redemption of LLC common units for Class A common stock (in shares) 50              
Distributions to holders of LLC common units $ 0 0 0 0 0 0 (162,963) (162,963)
Dividends 0 0 0 0 0 (105,387) 0 (105,387)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability 0 0 0 294 0 0 0 294
Non-controlling interest adjustment 0 0 0 (242) 0 0 242 0
Net income 0 0 0 0 0 136,947 214,084 351,031
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)     5,130
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation $ 0 $ 0 $ 0 9,458 $ 0 0 11,391 $ 20,849
Exercise of stock options $ 0 $ 0 $ 0 (238) $ 627 0 0 389
Exercise of stock options (in shares) 0 0 0   18      
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options $ 0 $ 0 $ 0 (485) $ 0 0 161 (324)
Vesting of restricted stock units $ 0 $ 0 $ 0 (25,080) $ 29,542 0 (4,024) 438
Vesting of restricted stock units (in shares) 0 0 0   844      
Repurchases of Class A common stock for withholding taxes on vested RSUs $ 0 $ 0 $ 0 3,016 $ (9,877) 0 0 (6,861)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) 0       (283)      
Redemption of LLC common units for Class A common stock $ 20 $ 0 0 8,653 $ 0 0 (4,739) 3,934
Redemption of LLC common units for Class A common stock (in shares) 2,000 (2,000)            
Distributions to holders of LLC common units $ 0 $ 0 0 0 0 0 (31,510) (31,510)
Dividends 0 0 0 0 0 (66,831) 0 (66,831)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability 0 0 0 (4,164) 0 0 0 (4,164)
Non-controlling interest adjustment 0 0 0 1,069 0 0 (1,069) 0
Net income 0 0 0 0 0 31,044 19,557 50,601
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
v3.24.0.1
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Class A common stock      
Dividends declared per share $ 1.50 $ 2.50 $ 1.48
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating activities      
Net income $ 50,601 $ 351,031 $ 642,075
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 68,643 80,304 66,418
Equity-based compensation 24,086 33,847 47,936
(Gain) loss on lease termination (103) 1,614 2,211
Loss on debt restructure 0 0 1,390
Long-lived asset impairment 9,269 4,231 3,044
(Gain) loss on sale or disposal of assets (5,222) 622 (576)
Provision for losses on accounts receivable (892) 669 1,610
Non-cash lease expense 61,045 59,647 60,519
Accretion of original debt issuance discount 2,207 2,602 1,330
Non-cash interest 2,846 2,077 2,513
Deferred income taxes (11,880) 43,301 (5,890)
Tax Receivable Agreement liability adjustment (2,442) (114) 2,813
Change in assets and liabilities, net of acquisitions:      
Receivables and contracts in transit (23,957) (4,111) (28,797)
Inventories 200,940 (254,319) (629,830)
Prepaid expenses and other assets 16,070 (5,104) (4,676)
Accounts payable and other accrued expenses 287 (42,303) 52,694
Payment pursuant to Tax Receivable Agreement (10,937) (11,322) (8,089)
Deferred revenue (6,796) 1,451 14,761
Operating lease liabilities (60,033) (67,097) (63,462)
CARES Act deferral of payroll taxes 0 (14,706) (14,616)
Other, net (2,925) 7,463 10,626
Net cash provided by operating activities 310,807 189,783 154,004
Investing activities      
Purchases of property and equipment (131,080) (154,926) (118,657)
Proceeds from sale of property and equipment 3,204 1,623 2,199
Purchases of real property (67,194) (55,666) (129,154)
Proceeds from the sale of real property 40,785 7,352 3,635
Purchases of businesses, net of cash acquired (209,459) (217,034) (100,117)
Purchases of and loans to other investments (3,444) (3,000) (7,983)
Purchases of intangible assets (2,218) (884) (5,695)
Net cash used in investing activities (369,406) (422,535) (355,772)
Financing activities      
Proceeds from long-term debt 59,227 127,759 430,698
Payments on long-term debt (38,958) (12,322) (177,948)
Net proceeds on notes payable - floor plan, net 59,280 314,061 487,946
Borrowings on revolving line of credit 0 0 20,000
Payments on revolving line of credit 0 0 (20,000)
Proceeds from landlord funded construction on finance leases 0 6,028 0
Payments on finance leases (5,497) (5,977) (2,871)
Proceeds from sale-leaseback arrangement 0 27,951 0
Payments on sale-leaseback arrangement (187) (132) 0
Payment of debt issuance costs (937) (3,181) (1,925)
Dividends on Class A common stock (66,831) (105,387) (67,176)
Proceeds from exercise of stock options 389 541 4,111
RSU shares withheld for tax (6,861) (11,128) (12,089)
Stock award shares withheld for tax 0 0 (7,727)
Repurchases of Class A common stock to treasury stock 0 (79,757) (156,256)
Disgorgement of short-swing profits by Section 16 officer 0 58 0
Distributions to holders of LLC common units (31,510) (162,963) (193,735)
Net cash (used in) provided by financing activities (31,885) 95,551 303,028
(Decrease) increase in cash and cash equivalents (90,484) (137,201) 101,260
Cash and cash equivalents at beginning of the period 130,131 267,332 166,072
Cash and cash equivalents at end of the period $ 39,647 $ 130,131 $ 267,332
v3.24.0.1
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”) and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 19 — 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 December 31, 2023, 2022, and 2021, CWH owned 52.9%, 50.2% and 51.2%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

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

Description of the Business

Camping World Holdings, Inc., together with its subsidiaries, is the world’s largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. See Note 23 – Segments Information for further information about the Company’s segments. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; commissions on property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World brand, and markets its products and services primarily to RV and outdoor enthusiasts.

Cybersecurity Incident

The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement.

The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. The Company and plaintiffs executed a settlement agreement to resolve the putative class action complaints for an immaterial amount subject to court approval. On December 12, 2023 the court granted preliminary approval of the settlement agreement and set a final approval hearing for April 17, 2024.

The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition.

Use of Estimates

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the consolidated financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, program cancellation reserves, chargebacks, accruals related to estimated tax liabilities, product return reserves, and other liabilities.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the accompanying consolidated balance sheets, and changes in the amounts are reflected in operating cash flows in the accompanying consolidated statement of cash flows.

Contracts in Transit, Accounts Receivable and Current Expected Credit Losses

Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender.

Accounts receivable are stated at realizable value, net of an allowance for credit losses. Accounts receivable balances due in excess of one year was $8.8 million at December 31, 2023 and $9.6 million at December 31, 2022, which are included in other assets in the accompanying consolidated balance sheets.

The allowance for credit losses is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required at December 31, 2023 and 2022. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances for credit losses of approximately $3.0 million as of December 31, 2023 and $4.2 million as of December 31, 2022 were required.

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

Year Ended December 31,

    

2023

    

2022

Allowance for credit losses:

Balance, beginning of period

$

4,222

$

4,711

Charged to bad debt expense

(954)

675

Deductions (1)

(290)

(1,164)

Balance, end of period

$

2,978

$

4,222

(1)These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted.

Concentration of Credit Risk

The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business. These receivables are short-term in nature and are from various financial institutions located throughout the United States.

The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2023 and 2022 was approximately $47.4 million and $146.4 million, respectively.

The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion.

Inventories

New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in plus reconditioning costs. Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value using the first in, first

out method. The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight and rebates. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly.

Assets Held for Sale

The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group.

The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale. The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers.

Property and Equipment, net

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets:

    

Years

Building and improvements

40

Leasehold improvements

3-40

Furniture, fixtures and equipment

3-12

Software

3-5

Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter.

Leases

Leases are recorded in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) (see Note 11 — Lease Obligations). The Company leases property and equipment throughout the United States primarily under finance and operating leases. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases.

Many of the Company’s lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability.

Most of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the

Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise.

The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date.

Goodwill and Other Intangible Assets

Goodwill is evaluated for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company elects to not perform a qualitative analysis, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. (see Note 8 – Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges.

Long-Lived Assets

Long lived assets are included in property and equipment, which also includes capitalized software costs to be held and used. For the Company’s major software systems, such as its accounting and membership systems, its capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group’s respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions.

Long-Term Debt

The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities.

Revenue Recognition

Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of

the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations.

The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation.

Good Sam Services and Plans

Good Sam Services and Plans revenue consists primarily of revenue from publications and marketing fees from various consumer services and plans. Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery.

New and Used Vehicles

RV vehicle revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer.

Products, Service and Other

Revenue from RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time.

The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies, RV furniture, camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded.

When points are awarded to customers under the Good Sam Club program for purchases of products or services, a portion of the product or service revenue is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company’s products or services.

Finance and Insurance, net

Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience from the past ten years, adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $68.2 million and $76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets.

Good Sam Club

Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders.

When points are awarded to cardholders under the co-branded credit card program relating to sign-up or card activity, a portion of the revenue from the third-party credit card provider is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company’s products or services or as a credit to their credit card balance.

Advertising Expenses

Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 were $101.1 million, $150.7 million and $136.3 million, respectively. Advertising expenses relating to RV and Outdoor Retail segment were included in selling, general and administrative expenses in the consolidated statements of operations. Advertising expenses relating to the Good Sam Services and Plans segment were included in costs applicable to revenues in the consolidated statements of operations, since, by the nature of those revenue streams, they are integral to the generation of those revenues.

Vendor Allowances

As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor

contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable.

Shipping and Handling Fees and Costs

The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2023, 2022, and 2021, $4.4 million, $7.2 million, and $8.0 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the asset and liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 12 — Income Taxes for additional information.

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 June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related to such an equity security. The standard should be applied prospectively. 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 early adopted ASU 2021-08 as of January 1, 2023 and the adoption did not materially impact its consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This standard requires a buyer in a supplier

finance program to disclose qualitative and quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period. The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. As the Company already included many of the required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2023, the FASB issued 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its 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 is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

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 consolidated financial statements.

v3.24.0.1
Revenue
12 Months Ended
Dec. 31, 2023
Revenue  
Revenue

2. Revenue

Contract Assets and Capitalized Costs to Acquire a Contract

As of December 31, 2023 and 2022, contract assets of $16.1 million and $18.4 million, respectively, related to RV service revenues were included in accounts receivable in the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, the Company had capitalized costs to acquire a contract consisting of $4.5 million and $5.1 million, respectively, from the deferral of sales commissions expenses relating to multi-year consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues.

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 year ended December 31, 2023, $92.6 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. For the year ended December 31, 2022, $95.5 million of revenues recognized were included in the deferred revenue balance at the beginning of the period.

As of December 31, 2023, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at December 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

    

As of

    

December 31, 2023

2024

    

$

92,366

2025

33,217

2026

17,233

2027

9,305

2028

4,274

Thereafter

2,751

Total

$

159,146

The Company’s payment terms vary by the type and location of its customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

v3.24.0.1
Accounts Receivable
12 Months Ended
Dec. 31, 2023
Accounts Receivable  
Accounts Receivable

3. Accounts Receivable

Accounts receivable consisted of the following at December 31, 2023 and 2022 (in thousands):

    

December 31,

    

December 31,

2023

2022

Good Sam Services and Plans

$

17,589

$

14,385

RV and Outdoor Retail

New and used vehicles

2,830

3,995

Parts, service and other

35,748

40,708

Trade accounts receivable

27,773

25,352

Due from manufacturers

37,190

23,861

Other

9,365

8,300

Corporate

553

32

131,048

116,633

Allowance for credit losses

(2,978)

(4,222)

$

128,070

$

112,411

v3.24.0.1
Inventories and Floor Plan Payables
12 Months Ended
Dec. 31, 2023
Inventories and Floor Plan Payables  
Inventories and Floor Plan Payables

4. Inventories and Floor Plan Payables

Inventories consisted of the following at December 31, 2023 and 2022 (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Good Sam services and plans

$

452

$

625

New RVs

1,378,403

1,411,016

Used RVs

464,833

464,310

Products, parts, accessories and other

199,261

247,907

$

2,042,949

$

2,123,858

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 with a syndication of banks (“Floor Plan Lenders”). The borrowings under the floor plan credit agreement are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly-owned subsidiary of FreedomRoads, which operates the RV dealerships. The floor plan borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle or upon reaching certain aging criteria.

As of December 31, 2023 and 2022, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (as amended from time to time, the “Floor Plan Facility”) entered into in September 2021. The Floor Plan Facility at December 31, 2023 allowed FR to borrow (a) up to $1.85 billion under a floor plan facility (an increase from $1.70 billion, following an amendment to the Floor Plan Facility in July 2023 (the “Floor Plan Amendment”)), (b) up to $30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $70.0 million under the revolving line of credit. The maturity date of the Floor Plan Facility is September 30, 2026.

The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $50.0 million increments up to a maximum amount of $300.0 million, which was reset and increased by the Floor Plan Amendment in July 2023 from a maximum of $200.0 million. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. Also, the Floor Plan Amendment increased the percentage of the aggregate amount of the floor plan notes payable that may be used to finance used RV inventory to 30% from 20%.

As of December 31, 2023 and 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.28% and 6.01%, respectively. Under the Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.90% to 2.50% determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40% to 1.00% determined based on FR’s consolidated current ratio.

As of December 31, 2023 and 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.63% and 6.21%, respectively. Under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either: (a) a floating BSBY rate, plus 2.25%, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75%, plus 0.75%, in the case of base rate loans. 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 December 31, 2023 and 2022.

The Floor Plan Facility includes a 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. These transfers reduce the amount of liability outstanding under the floor plan borrowings that would otherwise accrue interest, while retaining the ability to withdraw amounts from the FLAIR offset account subject to the financial covenants under the Floor Plan Facility. As a result of using the FLAIR offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of operations. As of December 31, 2023 and 2022, FR had $145.0 million and $217.7 million, respectively, in the FLAIR offset account. The maximum FLAIR percentage of outstanding floor plan borrowings is 35% 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.

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 December 31, 2023 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all financial debt covenants at December 31, 2023 and 2022.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2023 and December 31, 2022 (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Floor Plan Facility:

Notes payable floor plan:

Total commitment

$

1,850,000

$

1,700,000

Less: borrowings, net of FLAIR offset account

(1,371,145)

(1,319,941)

Less: FLAIR offset account

(145,047)

(217,669)

Additional borrowing capacity

333,808

162,390

Less: short-term payable for sold inventory(1)

(41,577)

(33,501)

Less: purchase commitments(2)

(27,420)

(43,807)

Unencumbered borrowing capacity

$

264,811

$

85,082

Revolving line of credit

$

70,000

$

70,000

Less: borrowings

(20,885)

(20,885)

Additional borrowing capacity

$

49,115

$

49,115

Letters of credit:

Total commitment

$

30,000

$

30,000

Less: outstanding letters of credit

(12,300)

(11,371)

Additional letters of credit capacity

$

17,700

$

18,629

(1)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 Consolidated Balance Sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows.

(2)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.
v3.24.0.1
Restructuring and Long-Lived Asset Impairment
12 Months Ended
Dec. 31, 2023
Restructuring and Long-Lived Asset Impairment  
Restructuring and Long-Lived Asset Impairment

5. Restructuring and Long-Lived Asset Impairment

Restructuring – 2019 Strategic Shift

On September 3, 2019, the Board of Directors of CWH approved a plan (the “2019 Strategic Shift”) to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the “Outdoor Lifestyle Locations”). Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift. As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift. During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that were not RV-related.

As of December 31, 2021, the activities under the 2019 Strategic Shift were completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company expects that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $4.0 million per year.

As of December 31, 2023, the Company had incurred total restructuring costs associated with the 2019 Strategic Shift of $120.9 million. The breakdown of these costs is as follows:

one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $1.2 million;
lease termination costs of $19.4 million;
incremental inventory reserve charges of $57.4 million; and
other associated costs of $42.9 million.

The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented (in thousands):

Year Ended December 31, 

2023

    

2022

    

2021

2019 Strategic Shift restructuring costs:

Lease termination costs(1)

1,316

1,431

Incremental inventory reserve charges(2)

15,017

Other associated costs(3)

3,965

7,026

10,684

Total 2019 Strategic Shift restructuring costs

$

3,965

$

8,342

$

27,132

(1)These costs were included in lease termination charges in the consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities.
(2)These costs incurred in 2021 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations.
(3)Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. For the years ended December 31, 2023, 2022 and 2021, costs of approximately $4.0 million, $7.0 million and $10.7 million, respectively, were included in selling, general, and administrative expenses in the consolidated statements of operations.

The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands):

    

One-time

    

Lease

    

Other

    

    

Termination

    

Termination

    

Associated

    

    

Benefits

    

Costs (1)

    

Costs (2)

    

Total

Balance at June 30, 2019

$

$

$

$

Charged to expense

1,239

13,532

21,156

35,927

Paid or otherwise settled

(1,239)

(13,532)

(20,382)

(35,153)

Balance at December 31, 2020

774

774

Charged to expense

1,650

10,684

12,334

Paid or otherwise settled

(1,650)

(10,532)

(12,182)

Balance at December 31, 2021

926

926

Charged to expense

6,097

7,026

13,123

Paid or otherwise settled

(6,097)

(7,083)

(13,180)

Balance at December 31, 2022

869

869

Charged to expense

3,965

3,965

Paid or otherwise settled

(3,676)

(3,676)

Balance at December 31, 2023

$

$

$

1,158

$

1,158

(1)Lease termination costs exclude the $1.3 million, $6.1 million, $0.2 million, $4.8 million and $0 of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the years ended December 31, 2020, 2021, 2022 and 2023, respectively.
(2)Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift.

The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying consolidated financial statements.

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 December 31, 2023, the total restructuring costs associated with the Active Sports Restructuring were $5.9 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 $1.0 million.

The following table details the costs incurred associated with the Active Sports Restructuring (in thousands):

Year Ended December 31,

2023

    

2022

    

2021

Active Sports Restructuring costs:

One-time termination benefits(1)

$

193

$

$

Incremental inventory reserve charges(1)

4,344

Lease termination costs (2)

375

Other associated costs(3)

1,003

Total Active Sports Restructuring costs

$

5,915

$

$

(1)These costs were included in costs applicable to revenues – products, service and other in the consolidated statements of operations.
(2)These costs were included in lease termination charges in the consolidated statements of operations. As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities.
(3)Other associated costs primarily represent labor, 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 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

$

$

$

(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.

During the years ended December 31, 2023, 2022 and 2021, the Company had indicators of impairment of the long-lived assets for certain of its locations. Such indicators primarily included decreases in market rental rates for closed locations or based on the Company’s review of location performance in the normal course of business, which included the determination to close certain locations. 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):

Year Ended December 31, 

2023

    

2022

    

2021

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

Leasehold improvements

$

1,857

$

2,557

$

721

Operating lease right of use assets

1,107

1,613

2,127

Furniture and equipment

329

61

196

Software

1,362

Construction in progress and software in development

113

Intangible assets

4,501

Total long-lived asset impairment charges

$

9,269

$

4,231

$

3,044

Long-lived asset impairment charges by restructuring activity:

2019 Strategic Shift

$

$

1,614

$

1,399

Active Sports Restructuring

6,648

Unrelated to restructuring activities

2,621

2,617

1,645

Total long-lived asset impairment charges

$

9,269

$

4,231

$

3,044

v3.24.0.1
Assets Held for Sale
12 Months Ended
Dec. 31, 2023
Assets Held for Sale  
Assets Held for Sale

6. Assets Held for Sale

As of December 31, 2023, five properties from the RV and Outdoor Retail segment, relating to a closed RV dealership and real estate, met the criteria to be classified as held for sale. Additionally, as of December 31, 2023, three of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 10 Long-Term Debt for definition and further details), which will require payment of the associated balance upon sale of the property.

The following table presents the components of assets held for sale and liabilities related to assets held for sale at December 31, 2023 and 2022 (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Assets held for sale:

Property and equipment, net

$

29,864

$

$

29,864

$

Liabilities related to assets held for sale:

Current portion of long-term debt

$

864

$

Long-term debt, net of current portion

16,424

$

17,288

$

v3.24.0.1
Property and Equipment, net
12 Months Ended
Dec. 31, 2023
Property and Equipment, net  
Property and Equipment, net

7. Property and Equipment, net

Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands):

    

December 31, 

    

December 31, 

2023

2022

Land

$

142,020

$

132,728

Buildings and improvements

321,054

265,621

Leasehold improvements

339,439

301,055

Furniture and equipment

261,114

232,449

Software

90,835

87,327

Construction in progress and software in development

59,954

81,256

1,214,416

1,100,436

Less: accumulated depreciation

(379,990)

(342,155)

Property and equipment, net

$

834,426

$

758,281

v3.24.0.1
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets  
Goodwill and Intangible Assets

8. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2023 and 2022 (in thousands):

Good Sam

Services and

RV and

    

Plans

    

Outdoor Retail

    

Consolidated

Balance at December 31, 2021 (excluding impairment charges)

$

70,713

$

654,758

$

725,471

Accumulated impairment charges

(46,884)

(194,953)

(241,837)

Balance at December 31, 2021

23,829

459,805

483,634

Acquisitions

405

138,384

138,789

Balance at December 31, 2022

24,234

598,189

622,423

Acquisitions

88,799

88,799

Balance at December 31, 2023

$

24,234

$

686,988

$

711,222

In the fourth quarter of 2023 and 2022, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, and GSS Enterprise reporting units by performing a quantitative analysis. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show, GSS Enterprise, and Good Sam Media reporting units are comprised of a portion of the Good Sam Services and Plans segment. These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value. Therefore, no impairment charge was recorded during the years ended December 31, 2023 and 2022. The Company estimated the fair value of these reporting units using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2023 and 2022 (in thousands):

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, domain names and other

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

December 31, 2022

Cost or

Accumulated

    

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,640

$

(8,971)

$

669

Trademarks and trade names

2,132

(95)

2,037

Websites

3,050

(682)

2,368

RV and Outdoor Retail:

Customer lists and domain names

5,626

(2,880)

2,746

Supplier lists

1,696

(763)

933

Trademarks and trade names

29,564

(19,691)

9,873

Websites

7,519

(5,200)

2,319

$

59,227

$

(38,282)

$

20,945

As of December 31, 2023, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.4 years, trademarks and trade names are 15.0 years, and websites are 7.0 years. The approximate weighted average useful lives of our RV and Outdoor Retail finite-lived intangible assets are as follows: customer lists and domain names are 5.3 years,

suppliers lists are 5.0 years, trademarks and trade names are 15.0 years, and websites are 10.0 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 11.2 years.

During the first quarter of 2022, the Company recorded $8.8 million of incremental accelerated amortization from the adjustment of the useful lives of certain trademark and trade name intangible assets relating to brands not traditionally associated with RVs that the Company phased out.

Amortization expense related to finite-lived intangibles for the years ended December 31, 2023, 2022, and 2021 was $3.8 million, $13.5 million and $4.8 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2023, was as follows (in thousands):

2024

    

$

3,369

2025

3,068

2026

2,478

2027

2,437

2028

930

Thereafter

1,435

$

13,717

v3.24.0.1
Accrued Liabilities
12 Months Ended
Dec. 31, 2023
Accrued Liabilities  
Accrued Liabilities

9. Accrued Liabilities

Accrued liabilities consisted of the following at December 31, 2023 and 2022 (in thousands):

    

December 31,

    

December 31,

2023

    

2022

Compensation and benefits

$

51,999

$

45,043

Other accruals

97,097

102,790

$

149,096

$

147,833

v3.24.0.1
Long-Term Debt
12 Months Ended
Dec. 31, 2023
Long-Term Debt.  
Long-Term Debt

10. Long-Term Debt

The following reflects outstanding long-term debt as of December 31, 2023 and 2022, (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Term Loan Facility (1)

$

1,346,229

$

1,360,454

Real Estate Facilities (2)

166,604

145,911

Other Long-Term Debt

8,246

3,280

Subtotal

1,521,079

1,509,645

Less: current portion

(22,121)

(25,229)

Total

$

1,498,958

$

1,484,416

(1)Net of $12.0 million and $14.2 million of original issue discount at December 31, 2023 and 2022, respectively, and $4.7 million and $5.8 million of finance costs at December 31, 2023 and 2022, respectively.
(2)Net of $3.3 million and $3.4 million of finance costs at December 31, 2023 and 2022, respectively.

The aggregate future maturities of long-term debt at December 31, 2023, excluding original issue discount of $12.0 million, finance costs of $8.0 million, and $17.3 million of liabilities relating to assets held for sale (see Note 6 Assets Held for Sale for further details), were as follows (in thousands):

Long-term debt instruments

    

 

2024

    

$

24,475

2025

24,489

2026

34,856

2027

143,595

2028

1,309,687

Thereafter

4,021

Total

$

1,541,123

Senior Secured Credit Facilities

As of December 31, 2023 and 2022, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for senior secured credit facilities (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a $1.4 billion term loan facility (the “Term Loan Facility”) and a $65.0 million revolving credit facility (the “Revolving Credit Facility”). Under the Senior Secured Credit Facilities, the Company has the ability to request to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $725.0 million and (b) 100% of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the Credit Agreement). The lenders under the Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase.

The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $3.5 million. The December 31, 2022 principal payment was due in January 2023, since December 31, 2022 was a Saturday. Additionally, the Company is required to prepay the borrowings under the Term Loan Facility in an aggregate amount up to 50% of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022. No additional excess cash flow payment was required relating to 2023 and the Company does not expect an additional excess cash flow payment to be required relating to 2024.

The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $25.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures in June 2026, and the Term Loan Facility matures in June 2028.

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

December 31, 

December 31, 

    

2023

    

2022

Senior Secured Credit Facilities:

Term Loan Facility:

Principal amount of borrowings

$

1,400,000

$

1,400,000

Less: cumulative principal payments

(37,034)

(19,515)

Less: unamortized original issue discount

(12,016)

(14,224)

Less: unamortized finance costs

(4,721)

(5,807)

1,346,229

1,360,454

Less: current portion

(14,015)

(14,015)

Long-term debt, net of current portion

$

1,332,214

$

1,346,439

Revolving Credit Facility:

Total commitment

$

65,000

$

65,000

Less: outstanding letters of credit

(4,930)

(4,930)

Less: total net leverage ratio borrowing limitation

(37,320)

Additional borrowing capacity

$

22,750

$

60,070

As of December 31, 2023 and 2022, the average interest rate on the Term Loan Facility was 7.97% and 6.80%, respectively, and the effective interest rate on the Term Loan Facility was 8.21% and 7.03%, respectively.

The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. Additionally, 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 December 31, 2023 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 December 31, 2023, 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 December 31, 2023 and 2022.

Real Estate Facilities

On October 27, 2022, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, entered into a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $250.0 million with an option that allows FRHP to request an additional $100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase. The M&T Real Estate Facility bears interest at FRHP’s option of either (as defined in the credit agreement for the M&T Real Estate Facility): (a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30% or (b) the highest of (i) the Federal Funds Rate plus 1.80%, (ii) the Prime Rate plus 1.30%, or (iii) SOFR

plus 2.30%. The M&T Real Estate Facility has an unused commitment fee of 0.20% of the aggregate unused principal amount and it matures in October 2027. Additionally, the M&T Real Estate Facility is subject to a debt service coverage ratio covenant (as defined in the credit agreement for the M&T Real Estate Facility). All obligations under the M&T Real Estate Facility and the guarantees of those obligations, are secured, subject to certain exceptions, by the mortgaged real property assets. During the year ended December 31, 2023, FRHP borrowed an additional $59.2 million under the M&T Real Estate Facility.

In November 2018, September 2021, and December 2021, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into 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”) with aggregate maximum principal capacities of $21.5 million, $9.0 million, and $10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively. Borrowings under the CIBC Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets. The CIBC Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities (“CIBC Real Estate Facility Properties”).

In June 2023, the Real Estate Borrower sold one of the CIBC Real Estate Facility Properties 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 First CIBC Real Estate Facility was amended in October 2023 to extend the maturity date from October 2023 to October 2028. The Third CIBC Real Estate Facility matures in December 2026.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities at December 31, 2023:

As of December 31, 2023

Principal

Remaining

Wtd. Average

(In thousands)

    

Outstanding(1)

    

Available(2)

    

Interest Rate

Real Estate Facilities

M&T Real Estate Facility

$

171,182

(4)

$

68,394

(3)

7.66%

First CIBC Real Estate Facility

3,655

8.36%

Third CIBC Real Estate Facility

9,055

8.11%

Less: Amount reclassified to liabilities related to assets held for sale

(17,288)

$

166,604

$

68,394

(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.
(4)$17.3 million of this amount is classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale).

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 December 31, 2023 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 December 31, 2023 and 2022.

Other Long-Term Debt

In December 2021, FRHP assumed a mortgage as part of a real estate purchase. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC and matures in December 2026. In June 2023, FRHP assumed a promissory note as part of a real estate purchase. This note is secured by the acquired property and matures in April 2041. As of December 31, 2023, the outstanding principal balance of these debt instruments was $8.2 million with a weighted average interest rate of 4.27%.

v3.24.0.1
Lease Obligations
12 Months Ended
Dec. 31, 2023
Lease Obligations  
Lease Obligations

11. Lease Obligations

The Company leases most of the properties for its store locations through 242 operating leases and 13 finance leases. The Company also leases billboards and certain of its equipment. The related operating lease assets and finance lease assets are included in the operating lease assets and property and equipment, respectively, in the accompanying consolidated balance sheets.

As of December 31, 2023 and 2022, finance lease assets of $100.4 million and $88.1 million, respectively, were included in property and equipment, net in the accompanying consolidated balance sheets.

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

Year Ended December 31,

    

2023

    

2022

Operating lease cost

$

118,082

$

113,411

Finance lease cost:

Amortization of finance lease assets

3,253

11,931

Interest on finance lease liabilities

6,069

5,005

Short-term lease cost

1,940

1,880

Variable lease cost

22,913

23,607

Sublease income

(2,726)

(1,713)

Net lease costs

$

149,531

$

154,121

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

Year Ended December 31,

    

2023

    

2022

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

Operating cash flows for operating leases

$

117,160

$

114,176

Operating cash flows for finance leases

6,064

4,928

Financing cash flows for finance leases

5,496

5,977

Lease assets obtained in exchange for lease liabilities:

New, remeasured and terminated operating leases

$

59,858

$

52,698

New, remeasured and terminated finance leases

20,557

24,440

The following table presents other information related to leases:

    

December 31, 

2023

2022

Weighted average remaining lease term:

Operating leases

11.3

years

11.8

years

Financing leases

17.4

years

15.4

years

Weighted average discount rate:

Operating leases

7.1

%

6.9

%

Financing leases

6.0

%

5.7

%

The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2023 (in thousands):

    

Operating

    

Finance

    

Leases

    

Leases

2024

    

$

118,972

    

$

23,352

2025

118,480

10,644

2026

116,393

10,563

2027

107,755

10,009

2028

103,047

9,630

Thereafter

656,054

109,180

Total lease payments

1,220,701

173,378

Less: Imputed interest

(393,048)

(58,494)

Total lease obligations

827,653

114,884

Less: current portion

(63,695)

(17,133)

Noncurrent lease obligations

$

763,958

$

97,751

Sale-Leaseback Arrangement Recorded as Financing Transaction

On February 8, 2022, FRHP sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company agreed to lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms. The financial liability is included in other long-term liabilities in the consolidated balance sheets as of December 31, 2023 and 2022.

v3.24.0.1
Income Taxes
12 Months Ended
Dec. 31, 2023
Income Taxes  
Income Taxes

12. Income Taxes

CWH is organized as a Subchapter C corporation (“C-Corp”) and, as of December 31, 2023, is a 52.9% owner of CWGS, LLC (see Note 19 — Stockholders’ Equity and Note 20 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company (“LLC”) 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., Camping World, Inc. (“CW”) prior to the LLC Conversion (defined below), and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are C-Corps.

Income Tax Expense

The components of the Company’s income tax (benefit) expense from operations for the years ended December 31, 2023, 2022 and 2021 consisted of (in thousands):

    

2023

    

2022

    

2021

Current:

Federal

$

9,123

$

44,613

$

74,124

State

1,558

11,170

23,890

Deferred:

Federal

(9,217)

17,588

13,024

State

(2,663)

25,713

(18,914)

Income tax (benefit) expense

$

(1,199)

$

99,084

$

92,124

A reconciliation of income tax (benefit) expense from operations to the federal statutory rate for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):

    

2023

    

2022

    

2021

Income taxes computed at federal statutory rate(1)

$

10,374

$

94,524

$

154,182

State income taxes – net of federal benefit(1)

(2,645)

8,362

15,261

Other differences:

State and local taxes on pass-through entities

1,948

3,736

5,004

Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2)

(3,927)

(53,461)

(81,013)

Effect of LLC Conversion(3)

(85,790)

208,833

Increase (decrease) in valuation allowance(4)

66,679

(164,257)

(2,234)

Impact of other state tax rate changes

4,900

967

1,927

Accrual to return

8,314

(1,135)

(3,768)

Tax credits

(582)

(743)

(565)

Uncertain Tax Positions

(547)

1,519

501

Other

77

739

2,829

Income tax (benefit) expense

$

(1,199)

$

99,084

$

92,124

(1)Federal and state income tax includes $0.6 million, less than $0.1 million, and $0.7 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, 2022, and 2021, respectively.
(2)The related income is taxable to the non-controlling interest.
(3)For 2023, these amounts represent a reduction of $81.7 million to CWH’s outside basis deferred tax assets as a result of the LLC Conversion and $4.1 million related to the entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023 (defined and discussed below). For 2022, these amounts represent the tax impact of the LLC Conversion, which is comprised of a $209.4 million adjustment to CW’s deferred tax assets inclusive of tax operating losses, net of a $0.6 million reduction to CWH’s outside basis deferred tax asset.
(4)For 2023, the valuation allowance increased by $66.7 million. The valuation allowance increased by $132.2 million related to capital loss carryforward. Additionally, valuation allowance decreased by $52.5 million as a result of the LLC Conversion and its impact on realization of the CWH’s outside basis deferred tax asset and decreased by $13.0 million for activities not related to the LLC Conversion. For 2022, these amounts include a $180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states, net of a $0.6 million decrease in valuation allowance associated with CWH’s outside basis deferred tax asset. During 2021, and as a result of CWH’s ownership of CWGS increasing above 50% during the first quarter of 2021, the amount for the year ended December 31, 2021 included a decrease in the valuation allowance of CW in certain state deferred tax assets of $15.2 million, partially offset by $13.0 million of increases to the valuation allowance primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states.

LLC Conversion

CW, including certain of its subsidiaries, were taxable as C-Corps and subject to entity-level taxes. CW had historically generated operating losses for tax purposes. Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company’s other businesses. The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs

with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, certain effects of the LLC Conversion were recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by the Company’s other LLC businesses. As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

For the year ended December 31, 2023, the Company recorded an additional tax benefit of $2.0 million related to the LLC Conversion. Additionally, the Company recorded an income tax benefit of $4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date. The LLC Conversion resulted in additional income tax expense in the year ended December 31, 2022 of $28.4 million, which was comprised of $208.8 million of gross deferred tax assets written off, partially offset by the release of $180.4 million of valuation allowance (see table above for reconciliation of income tax expense from operations to the federal statutory rate).

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, 2023 and 2022 were (in thousands):

    

2023

    

2022

Deferred tax liabilities

Operating lease assets

$

(5,375)

$

(5,897)

Other

(101)

(80)

(5,476)

(5,977)

Deferred tax assets

Investment in partnership ("Outside Basis Deferred Tax Asset")(1)

207,013

253,550

Capital loss carryforward

132,248

Tax Receivable Agreement liability

40,702

43,223

Operating lease liabilities

5,678

6,150

Business interest expense carryforward

5,597

Net operating loss carryforward

2,061

22

Other reserves

1,195

1,234

394,494

304,179

Valuation allowance

(231,692)

(154,975)

Net deferred tax assets

$

157,326

$

143,227

(1)This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC.

The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is not more likely than not that all or a portion of the deferred tax assets can be realized. At December 31, 2023, the Company recorded a valuation allowance on the Outside Basis Deferred Tax Asset and the capital loss carryforward that are not more likely than not to be realized. The capital loss has a five-year carryforward period. At December 31, 2022, the Company determined that all of its deferred tax assets (except a portion of the Outside Basis Deferred Tax Asset) are more likely than not to be realized. Prior to the LLC Conversion discussed above, the Company maintained a valuation allowance against the deferred tax assets of CW, excluding certain state deferred tax assets included in the state combined unitary income tax returns. At December 31, 2022, as a result of the LLC Conversion, the Company wrote off all of the remaining deferred tax assets and related valuation allowance associated with CW. The Company maintains a valuation allowance against the Outside Basis Deferred Tax Asset pertaining to the portion that is not

amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested.

Net Operating Loss Carryforwards

As of January 2, 2023, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $151.7 million and $3.9 million, respectively, which are no longer available after the LLC Conversion. The conversion loss generated a net operating loss that was immediately written off as CW’s net operating losses are lost as a result of the conversion. Accordingly, the tax effect of the current year conversion loss was zero. At December 31, 2023, the Company had unitary state net operating loss carryforwards of $34.3 million.

Tax Legislation

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. One of the provisions of the TCJA was to amend Section 163(j) of the Internal Revenue Code, which, beginning for tax years after December 31, 2021, limits the amount of net interest expense that can be deducted by a percentage of adjusted taxable income. For the year ended December 31, 2023, the reduction in earnings along with an increase in interest expense resulted in excess business interest expense of $42.6 million at CWGS, LLC. Additionally, this limitation on net interest expense deductibility applied to the calculation of tax distributions to common unit holders of CWGS, LLC, including CWH, under the CWGS LLC Agreement in 2023, which increased the tax distributions required to be paid. During the year ended December 31, 2023, the Company recorded an income tax benefit of $5.6 million related to its business interest expense carryforward. For the year ended December 31, 2022, there was no excess business interest expense at CWGS, LLC.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested restricted stock units (“RSUs”) and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, the Company will continue to evaluate its impact as further information becomes available.

Uncertain Tax Positions

As of December 31, 2023 and 2022, the balance of the Company’s uncertain tax positions was $3.3 million and $4.5 million, respectively. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months.

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 future redemptions of common units by Continuing Equity Owners as described above 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 occur. 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.

During the twelve months ended December 31, 2023 and 2022, 2,000,000 and 50,000 common units in CWGS, LLC, respectively, were redeemed for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemption, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of December 31, 2023, and December 31, 2022, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $162.8 million and $170.6 million, respectively, of which $12.9 million and $10.9 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the accompanying consolidated balance sheets.

During the year ended December 31, 2023, the Continuing Equity Owners redeemed 2,000,000 common units in CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock. During the year ended December 31, 2023, the Tax Receivable Agreement liability and Deferred Tax Assets increased $5.6 million and $6.5 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2024.

During the year ended December 31, 2022, the Continuing Equity Owners redeemed 50,000 common units in CWGS, LLC for 50,000 shares of the Company’s Class A common stock. During the year ended December 31, 2022, the Tax Receivable Agreement liability and Deferred Tax Assets increased $0.5 million and $0.6 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2023.

Income Tax Audits

For tax years beginning on or after January 1, 2018, CWGS, LLC is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of CWGS, LLC would be conducted at the CWGS, LLC level, and if the IRS determines an adjustment, the default rule is that CWGS, LLC would pay an “imputed underpayment” including interest and penalties, if applicable. CWGS, LLC may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns. If CWGS, LLC does not elect to make a “push-out” election, CWGS, LLC has agreements in place requiring former partners to indemnify CWGS, LLC for their share of the imputed underpayment. The partnership agreement does not stipulate how CWGS, LLC will address imputed underpayments. If CWGS, LLC receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time. Any payments that CWGS, LLC ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time such distribution is declared.

The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. During the year ended December 31, 2023, one of CWGS, LLC’s indirect wholly-owned subsidiaries was notified by the Internal Revenue Service that their 2020 tax year was finalized with no adjustments. Additionally, during the year ended December 31, 2023, the Company was notified by the state of California that its 2020 and 2021 state income tax returns were under examination. The Company does not expect any material adjustments as a result of the examination. The Company is not under any other material audits in any jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2020.

v3.24.0.1
Fair Value Measurements
12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Fair Value Measurements

13. 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 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.

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2023 and 2022 of assets and liabilities that are not measured at fair value on a recurring basis.

The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Revolving Line of Credit, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.

Fair Value

December 31, 2023

December 31, 2022

($ in thousands)

    

Measurement

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Term Loan Facility

Level 2

$

1,346,229

$

1,328,892

$

1,360,454

$

1,394,290

Floor Plan Facility Revolving Line of Credit

Level 2

20,885

21,732

20,885

19,823

Real Estate Facilities(1)

Level 2

183,892

195,029

145,911

145,664

Other Long-Term Debt

Level 2

8,246

6,702

3,280

2,944

(1)The carrying value of Real Estate Facilities at December 31, 2023 includes the $17.3 million reported as liabilities related to assets held for sale in the consolidated balance sheet.
v3.24.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2023
Commitments and Contingencies.  
Commitments and Contingencies

14. Commitments and Contingencies

Sponsorship and Other Agreements

The Company enters into sponsorship and brand licensing agreements from time to time. Current sponsorship agreements run through 2027. The sponsorship and brand licensing agreements consist of annual fees payable in aggregate of $4.4 million in 2024, $2.6 million in 2025, $1.9 million in 2026, $0.4 million in 2027, and $0.4 million in 2028, which are recognized to expense over the expected benefit period.

The Company enters into subscription agreements from time to time. Currently there are 51 subscription agreements for future software services consisting of annual fees payable as follows: $10.8 million in 2024, $8.2 million in 2025, $2.0 million in 2026, $0.1 million in 2027, $0.1 million in 2028 and $0.1 million thereafter. Expense is recognized ratably over the term of the agreement.

Self-Insurance Program

Self-insurance reserves represent amounts established as a result of insurance programs under which the Company self-insures portions of the business risks. The Company carries substantial premium-paid, traditional risk transfer insurance for various business risks. The Company self-insures and establishes reserves for the retention on workers’ compensation insurance, general liability, automobile liability, and employee health claims. The self-insured claims liability was approximately $29.4 million and $26.3 million at December 31, 2023 and 2022, respectively. The determination of such claims and expenses and the appropriateness of the related liability are continually reviewed and updated. The self-insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the varying nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2023 and 2022, these letters of credit were $17.2 million and $16.3 million, respectively. This includes $12.3 million and $11.4 million for December 31, 2023 and 2022, respectively, issued under the Floor Plan Facility (see Note 4 — Inventories and Floor Plan Payables), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 10 — Long-Term Debt).

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. The arbitration hearing is scheduled to begin March 11, 2024.

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. The arbitration hearing is scheduled to begin March 11, 2024.

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 seeking to have the fee award deemed an administrative expense in the Precise Estate. After a hearing on November 9, 2023, the parties engaged in settlement negotiations regarding the administrative expense application and the trustee’s objection. The negotiations resulted in a resolution, subject to the execution of a settlement agreement, to treat the amount of $3.7 million as an allowed claim with a portion payable upon the effective date 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.

Employment Agreements

The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination.

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 own 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 December 31, 2023 and December 31, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $12.3 million and $11.4 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $4.9 million and $4.9 million, respectively (see Note 4 — Inventories and Floor Plan Payables and Note 10 — Long-Term Debt). As of December 31, 2023 and December 31, 2022, outstanding surety bonds were $23.2 million and $22.0 million, respectively. The underlying liabilities

to which these instruments relate are reflected on the Company’s accompanying consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

v3.24.0.1
Related Party Transactions
12 Months Ended
Dec. 31, 2023
Related Party Transactions  
Related Party Transactions

15. Related Party Transactions

Transactions with Directors, Equity Holders and Executive Officers

FR leases various store locations from managers and officers. During 2023, 2022 and 2021, the related party lease expense for these locations were $3.4 million, $3.4 million and $2.2 million, respectively.

In January 2012, FR entered into a lease for what is now its previous corporate headquarters in Lincolnshire, Illinois, which was amended as of March 2013, November 2019, October 2020, and October 2021 (the “Lincolnshire Lease”). This lease expires in March 2024. For the years ended December 31, 2023, 2022, and 2021, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $0.9 million, $0.9 million, and $0.8 million, respectively. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire Lease.

The Company had an expense reimbursement payable to Mr. Lemonis of $0.1 million at December 31, 2021, relating primarily to advertising expenses for the Company that were processed through Mr. Lemonis’ social media accounts, which was paid in 2022.

In October 2022, the Company purchased a property to be used as office space in Lincolnshire, Illinois, for $4.5 million from the Company’s Chairman and Chief Executive Officer. This office space became the Company’s corporate headquarters in February 2024.

Other Transactions

The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s store locations from Precise Graphix. Mr. Lemonis exited his economic interest in Precise Graphix. The Company received refunds from Precise Graphix totaling $0.2 million in 2021.

The Company paid Adams Outdoor Advertising, Inc., an entity controlled by Stephen Adams, a former member of the Company’s Board of Directors and for which Andris A. Baltins serves as a member of its Board of Directors, $0.1 million for both of the years ended December 31, 2023 and December 31, 2022 for advertising services.

The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, and a member of the Company’s Board of Directors, $0.1 million, $0.2 million and $0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, for legal services.

v3.24.0.1
Acquisitions
12 Months Ended
Dec. 31, 2023
Acquisitions  
Acquisitions

16. Acquisitions

In 2023 and 2022, subsidiaries of the Company acquired the assets of multiple RV dealerships, as well as an outdoor publication during 2022, 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. In April 2022, the Good Sam Services and Plans segment acquired an outdoor publication for $3.4 million that the Company considers as a furtherance of its strategy to target a younger demographic of RV enthusiasts. 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.

In 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 18 locations for an aggregate purchase price of approximately $209.5 million, of which four RV dealerships had not opened by December 31, 2023. Separate from these acquisitions, during the year ended December 31, 2023, the Company purchased real property for an aggregate purchase price of $72.4 million, of which $5.2 million was paid through the assumption of the related promissory note (see Note 10 — Long-Term Debt — Other Long-Term Debt).

In 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships and one RV service center comprised of 11 locations for an aggregate purchase price of approximately $213.6 million, of which one RV dealership opened in 2023. The purchases were partially funded through $59.9 million of borrowings under the Floor Plan Facility. Separate from these acquisitions, during the year ended December 31, 2022, the Company purchased real property for an aggregate purchase price of $55.7 million.

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following:

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

Tangible assets (liabilities) acquired (assumed):

Accounts receivable, net

$

$

(68)

Inventories, net

119,672

75,766

Prepaid expenses and other assets

170

207

Property and equipment, net

1,407

583

Operating lease assets

916

1,558

Accounts payable

(6)

Accrued liabilities

(63)

(687)

Current portion of operating lease liabilities

(208)

(500)

Other current liabilities

(520)

(188)

Operating lease liabilities, net of current portion

(708)

(1,058)

Total tangible net assets acquired

120,660

75,613

Total intangible assets acquired

2,632

Goodwill

88,799

138,789

Cash paid for acquisitions, net of cash acquired

209,459

217,034

Inventory purchases financed via floor plan

(100,331)

(59,935)

Cash payment net of floor plan financing

$

109,128

$

157,099

The fair values above for the year ended December 31, 2023 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 year ended December 31, 2023, the fair values above include measurement period adjustments for valuation of acquired inventories and other current liabilities relating to dealership acquisitions during the year ended December 31, 2022. For the year ended December 31, 2022, the fair values above include measurement period adjustments for valuation of acquired inventories, accounts receivable, accrued liabilities, and other current liabilities relating to dealership acquisitions during the year ended December 31, 2021.

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 years ended December 31, 2023 and 2022, acquired goodwill of $88.8 million and $138.8 million is expected to be deductible for tax purposes. For the year ended December 31, 2022, the intangible assets acquired included $2.1 million for trademark and trade names to be amortized over 15 years and other intangibles assets of $0.5 million to be amortized over three years.

Included in the consolidated financial results for the years ended December 31, 2023 and 2022 were $99.8 million and $83.3 million of revenue, respectively, and $8.1 million and $2.0 million of pre-tax loss, respectively, from the acquisitions as of their applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

v3.24.0.1
Statement of Cash Flows
12 Months Ended
Dec. 31, 2023
Statement of Cash Flows  
Statement of Cash Flows

17. Statements of Cash Flows

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

Year Ended December 31,

2023

    

2022

    

2021

Cash paid during the period for:

Interest

$

214,082

$

106,997

$

58,424

Income taxes

3,352

54,579

99,557

Non-cash investing and financing activities:

Leasehold improvements paid by lessor

256

361

Vehicles transferred to property and equipment from inventory

295

979

931

Capital expenditures in accounts payable and accrued liabilities

5,833

12,377

9,726

Purchase of real property through assumption of other long-term debt

5,185

Note receivable exchanged for amounts owed by other investment

2,153

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

20

1

47

Cost of treasury stock issued for vested restricted stock units

29,542

42,640

34,756

Cost of treasury stock issued for stock award to employee

19,586

v3.24.0.1
Benefit Plan
12 Months Ended
Dec. 31, 2023
Benefit Plan  
Benefit Plan

18. Benefit Plan

The Freedom Roads 401(k) Defined Contribution Plan (“FreedomRewards 401(k) Plan”) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended. All employees over age 18, including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was permitted for any affected participants pursuant to FreedomRewards 401(k) Plan Amendment No. 3 signed December 15, 2011, and effective January 1, 2012. Non-highly compensated employees may defer up to 75% of their eligible compensation up to the Internal Revenue Service limits. Highly compensated employees may defer up to 15% of their eligible compensation up to the Internal Revenue Service limits. The Company contributed $2.8 million to the Company’s 401(k) Plan in 2023. There were no contributions by the Company to the Company’s 401(k) Plan in 2022 or 2021.

v3.24.0.1
Stockholders' Equity
12 Months Ended
Dec. 31, 2023
Stockholders' Equity  
Stockholders' Equity

19. Stockholders’ Equity

CWGS, LLC Ownership

CWH is the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC through March 11, 2021 before obtaining a majority economic interest in CWGS, LLC, CWH has the sole voting power in, and controls the management of, CWGS, LLC (See Note 20 – Non-Controlling Interests for further information about the ownership of CWGS, LLC). The remaining interest in CWGS, LLC, was held by the Continuing Equity Owners, who may redeem at each of their options their common units for, at the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly issued shares of the Company’s Class A common stock. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. In accordance with the CWGS LLC Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay the portion of its regular quarterly cash dividend to holders of its Class A common stock that is unrelated to tax distributions and 2) the common unit holders of CWGS, LLC to

pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC. The payment of these cash distributions by CWGS, LLC to Continuing Equity Owners are recorded as distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows. The payment of these cash distributions by CWGS, LLC to CWH are within the consolidated group and, therefore, are not included in the distributions to holders of CWGS LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows.

Common Stock Economic and Voting Rights

Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally; provided that, for as long as ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. Additionally, the one share of Class C common stock entitles its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s Chairman and Chief Executive Officer, Marcus Lemonis.

Holders of the Company’s Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by funds controlled by Crestview Partners II GP, L.P. and the ML Related Parties (the “Class B Common Owners”) and the number of shares of Class B common stock held by the Class B Common Owners. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Class B Common Owners will be permitted transferees of Class B common stock. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption of any of the outstanding common units of CWGS, LLC held by the Class B Common Owners. Upon the occurrence of certain change in control events, the Class C common stock would no longer have any voting rights, such share of the Company’s Class C common stock will be cancelled for no consideration and will be retired, and the Company will not reissue such share of Class C common stock.

The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Short-Swing Profit Disgorgement

In November 2022, the Company received approximately $58,000 from short-swing profit disgorgement remitted by Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders’ equity and as a financing activity in the consolidated statement of cash flows.

Stock Repurchase Program

In October 2020, the Company’s Board of Directors initially authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, the Company’s Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million, respectively, of the Company’s Class A common stock and extended the stock repurchase program to expire on August 31, 2023 and December 31, 2025, respectively. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund 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.

During the year ended December 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $79.8 million including commissions paid, at a weighted average price per share of $30.76, which is recorded as treasury stock on the accompanying consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2023 and 2022, the Company reissued 579,176 and 852,508 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”), respectively, (see Note 21 — Equity-Based Compensation Plans). As of December 31, 2023 and 2022, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million.

As described in Note 12 — Income Taxes, the IRA imposes a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested RSUs and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs.

v3.24.0.1
Non-Controlling Interests
12 Months Ended
Dec. 31, 2023
Non-Controlling Interests  
Non-Controlling Interests

20. Non-Controlling Interests

As described in Note 19 — Stockholders’ Equity, CWH is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the accompanying consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the consolidated statement of stockholders’ equity).

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

As of December 31, 2023

As of December 31, 2022

Common Units

    

Ownership %

    

Common Units

    

Ownership %

CWH

45,020,116

52.9%

42,440,940

50.2%

Continuing Equity Owners

40,044,536

47.1%

42,044,536

49.8%

Total

85,064,652

100.0%

84,485,476

100.0%

During the years ended December 31, 2022 and 2021, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 and 540,699 common units of CWGS, LLC, respectively, in total to a college and hospital in 2022 (“2022 Common Unit Giftees”) and in total to a high school, university, and a charitable organization in 2021 (“2021 Common Unit Giftees”), which resulted in the corresponding 2,000,000 and 540,699 shares of

Class B common stock, respectively, being transferred to the 2022 Common Unit Giftees and 2021 Common Unit Giftees, respectively. 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. During December 2021, on the day following each of the gifts, the 2021 Common Unit Giftees redeemed the 540,699 common units of CWGS, LLC for 540,699 shares of the Company’s Class A common stock, which also resulted in the cancellation of 540,699 shares of the Company’s Class B common stock that had been transferred to the 2021 Common Unit Giftees with no additional consideration provided.

During the year ended December 31, 2021, the funds controlled by Crestview Partners II GP, L.P. redeemed 4.0 million common units of CWGS, LLC, for 4.0 million shares of the Company’s Class A common stock, respectively, which also resulted in the cancellation of 4.0 million shares of the Company’s Class B common stock, that was previously held by the funds controlled by Crestview Partners II GP, L.P. with no additional consideration provided.

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

Year Ended December 31, 

($ in thousands)

   

2023

   

2022

   

2021

   

Net income attributable to Camping World Holdings, Inc.

$

31,044

$

136,947

$

278,461

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

(485)

(245)

(2,017)

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

(25,080)

(35,831)

(28,493)

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

3,016

2,371

(989)

Decrease in additional paid-in capital as a result of the stock award to employee

(15,551)

Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee

(160)

Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock

27,561

74,487

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

8,653

424

15,685

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

$

17,148

$

131,227

$

321,423

v3.24.0.1
Equity-Based Compensation Plans
12 Months Ended
Dec. 31, 2023
Equity-Based Compensation Plans  
Equity-Based Compensation Plans

21. Equity-Based Compensation Plans

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

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

    

2021

 

Equity-based compensation expense:

Costs applicable to revenue

$

895

$

689

$

762

Selling, general, and administrative

23,191

33,158

47,174

Total equity-based compensation expense

$

24,086

$

33,847

$

47,936

Total income tax benefit recognized related to equity-based compensation

$

3,205

$

3,809

$

5,982

2016 Incentive Award Plan

In October 2016, the Company adopted the 2016 Plan under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of equity-based awards to employees, consultants or non-employee directors of the Company. The Company does not intend to use cash to settle

any of its equity-based awards. Upon the exercise of a stock option award, the vesting of a restricted stock unit or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury. Stock options and restricted stock units granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment. Stock options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant. Stock option grants expire after ten years unless canceled earlier due to termination of employment. Restricted stock units granted to non-employee directors vest in equal annual installments over a one-year or three-year period subject to voluntary deferral elections made prior to the grant.

The Company did not grant any stock options during the years ended December 31, 2023, 2022 and 2021. A summary of stock option activity for the year ended December 31, 2023 is as follows:

Weighted Average

Aggregate

Remaining

Stock Options

Weighted Average

Intrinsic Value

Contractual Life

    

(in thousands)

    

Exercise Price

    

(in thousands)

    

(years)

Outstanding at December 31, 2022

238

$

21.92

Exercised

(18)

$

21.75

Forfeited

(27)

$

22.00

Outstanding and exercisable at December 31, 2023

193

$

21.92

$

836

2.7

At December 31, 2023 and 2022, all stock options were fully vested. The intrinsic value of stock options exercised was $0.1 million, $0.2 million and $3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The actual tax benefit for the tax deductions from the exercise of stock options was not significant for the years ended December 31, 2023 and 2022, and $0.6 million for the year ended December 31, 2021.

A summary of restricted stock unit activity for the year ended December 31, 2023 is as follows:

Restricted

Weighted Average

Stock Units

Grant Date

    

(in thousands)

    

Fair Value

Outstanding at December 31, 2022

2,549

$

32.08

Granted

553

$

19.72

Vested

(843)

$

29.29

Forfeited

(384)

$

32.17

Outstanding at December 31, 2023

1,875

$

29.39

The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2023, 2022 and 2021 was $19.72, $23.12, and $35.31, respectively. At December 31, 2023, the intrinsic value of unvested restricted stock units was $49.2 million. At December 31, 2023, total unrecognized compensation cost related to unvested restricted stock units was $47.7 million and is expected to be recognized over a weighted-average period of 2.8 years.

The fair value of restricted stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $20.7 million, $35.1 million, and $38.7 million, respectively. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $2.8 million, $4.9 million, and $5.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. A portion of the actual tax benefit for tax deductions from the vesting of restricted stock units relating to the year ended December 31, 2023 was subject to limitations on deductibility of executive compensation. The restricted stock units that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

The total shares withheld were based on the value of the restricted stock units on their respective vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

In December 2021, the Board of Directors of the Company awarded Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, an award of 510,986 shares of the Company’s Class A common stock having an aggregate grant-date fair value of $20.0 million or $39.14 per share, which was recognized as equity-based compensation expense during the year ended December 31, 2021. The award was made in consideration of the Company’s strong performance. Mr. Lemonis has not received compensation since the time of the Company’s initial public offering other than Company-provided benefits such as medical and dental insurance and related gross-ups. Similar to the vesting of restricted stock units discussed above, this award to Mr. Lemonis was net share settled such that the Company withheld shares with value equivalent to Mr. Lemonis’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the shares of Class A common stock on the date of the award as determined by the Company’s closing stock price. Total payments for Mr. Lemonis’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. This net share settlement had the effect of a share repurchase by the Company as they reduced the number of shares that would have otherwise been issued as a result of the award and did not represent an expense to the Company. The actual tax benefit for the tax deduction for this award was $2.6 million for the year ended December 31, 2021, which was subject to limitations on deductibility of executive compensation.

v3.24.0.1
Earnings Per Share
12 Months Ended
Dec. 31, 2023
Earnings Per Share  
Earnings Per Share

22. Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available 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 earnings per share of Class A common stock:

Year Ended December 31, 

(In thousands except per share amounts)

    

2023

    

2022

    

2021

Numerator:

Net income

$

50,601

$

351,031

$

642,075

Less: net income attributable to non-controlling interests

(19,557)

(214,084)

(363,614)

Net income attributable to Camping World Holdings, Inc. basic

31,044

136,947

278,461

Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

938

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

15,392

266,381

Net income attributable to Camping World Holdings, Inc. diluted

$

46,436

$

137,885

$

544,842

Denominator:

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

44,626

42,386

45,009

Dilutive options to purchase Class A common stock

20

56

150

Dilutive restricted stock units

281

412

1,165

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

40,045

43,438

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

84,972

42,854

89,762

Earnings per share of Class A common stock — basic

$

0.70

$

3.23

$

6.19

Earnings per share of Class A common stock — diluted

$

0.55

$

3.22

$

6.07

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

Stock options to purchase Class A common stock

50

Restricted stock units

1,364

2,146

6

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

42,045

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 presentation of basic and diluted earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

v3.24.0.1
Segments Information
12 Months Ended
Dec. 31, 2023
Segments Information  
Segments Information

23. Segment Information

The Company has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail (see Note 1 – Summary of Significant Accounting Policies – Description of the Business for a discussion of the primary revenue generating activities of each segment).

The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is a group comprised of the Chief Executive Officer and the President. Segment revenue includes intersegment revenue. Segment income includes intersegment allocations for subsidiaries and shared resources.

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

Year Ended December 31, 2023

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

194,827

$

$

(1,000)

$

193,827

New vehicles

2,581,250

(4,972)

2,576,278

Used vehicles

1,983,865

(4,233)

1,979,632

Products, service and other

870,648

(610)

870,038

Finance and insurance, net

564,596

(2,340)

562,256

Good Sam Club

44,516

44,516

Total consolidated revenue

$

194,827

$

6,044,875

$

(13,155)

$

6,226,547

Year Ended December 31, 2022

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

192,622

$

$

(494)

$

192,128

New vehicles

3,234,016

(5,939)

3,228,077

Used vehicles

1,881,468

(3,867)

1,877,601

Products, service and other

1,000,170

(956)

999,214

Finance and insurance, net

641,087

(17,631)

623,456

Good Sam Club

46,537

46,537

Total consolidated revenue

$

192,622

$

6,803,278

$

(28,887)

$

6,967,013

Year Ended December 31, 2021

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

180,926

$

$

(204)

$

180,722

New vehicles

3,306,002

(6,548)

3,299,454

Used vehicles

1,689,855

(3,638)

1,686,217

Products, service and other

1,102,407

(1,465)

1,100,942

Finance and insurance, net

613,086

(14,611)

598,475

Good Sam Club

47,944

47,944

Total consolidated revenue

$

180,926

$

6,759,294

$

(26,466)

$

6,913,754

Year Ended December 31, 

($ in thousands)

   

2023

   

2022

   

2021

   

Segment income:(1)

Good Sam Services and Plans

$

106,748

$

90,857

$

74,765

RV and Outdoor Retail

159,626

528,564

798,846

Total segment income

266,374

619,421

873,611

Corporate & other

(13,732)

(12,619)

(9,679)

Depreciation and amortization

(68,643)

(80,304)

(66,418)

Other interest expense, net

(135,270)

(75,745)

(46,912)

Tax Receivable Agreement liability adjustment

2,442

114

(2,813)

Loss and expense on debt restructure

(13,468)

Other expense, net

(1,769)

(752)

(122)

Income before income taxes

$

49,402

$

450,115

$

734,199

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

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

    

2021

 

Depreciation and amortization:

Good Sam Services and Plans

$

3,278

$

3,353

$

3,009

RV and Outdoor Retail

65,365

76,951

63,409

Total depreciation and amortization

$

68,643

$

80,304

$

66,418

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

    

2021

    

Other interest expense, net:

Good Sam Services and Plans

$

(204)

$

57

$

(3)

RV and Outdoor Retail

27,131

14,802

7,759

Subtotal

26,927

14,859

7,756

Corporate & other

108,343

60,886

39,156

Total other interest expense, net

$

135,270

$

75,745

$

46,912

As of December 31, 

($ in thousands)

    

2023

    

2022

    

Assets:

Good Sam Services and Plans

$

113,619

$

130,841

RV and Outdoor Retail

4,568,372

4,448,354

Subtotal

4,681,991

4,579,195

Corporate & other

163,693

220,952

Total assets

$

4,845,684

$

4,800,147

Year Ended December 31, 

($ in thousands)

   

2023

   

2022

   

2021

Capital expenditures:

Good Sam Services and Plans

$

4,040

$

5,099

$

1,856

RV and Outdoor Retail

194,234

205,491

246,084

Subtotal

198,274

210,590

247,940

Corporate and other

2

(129)

Total capital expenditures

$

198,274

$

210,592

$

247,811

v3.24.0.1
Schedule I - Condensed Financial Information of Registrant
12 Months Ended
Dec. 31, 2023
Schedule I - Condensed Financial Information of Registrant  
Condensed Financial Information of Registrant

Schedule I: Condensed Financial Information of Registrant

Camping World Holdings, Inc.

Condensed Balance Sheets

(Parent Company Only)

(In Thousands Except Per Share Amounts)

December 31, 

December 31, 

  

2023

  

2022

Assets

Current assets:

Cash and cash equivalents

$

1,905

$

70,262

Affiliate Loan

30,000

Prepaid income taxes and other

39

5,577

Total current assets

31,944

75,839

Deferred tax asset

155,928

141,807

Investment in subsidiaries

100,759

100,800

Total assets

$

288,631

$

318,446

Liabilities and stockholders' equity

Current liabilities:

Income tax payable

1,238

Current portion of liabilities under Tax Receivable Agreement

12,943

10,873

Total current liabilities

14,181

10,873

Liabilities under Tax Receivable Agreement, net of current portion

149,866

159,743

Total liabilities

164,047

170,616

Commitments and contingencies

Stockholders' equity:

Preferred stock, par value $0.01 per share – 20,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022

Class A common stock, par value $0.01 per share – 250,000 shares authorized; 49,571 issued and 45,020 outstanding as of December 31, 2023 and 47,571 issued and 42,441 outstanding as of December 31, 2022

496

476

Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466 issued and outstanding as of December 31, 2023; 41,466 issued and outstanding as of December 31, 2022

4

4

Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding as of December 31, 2023 and 2022

Additional paid-in capital

98,280

106,051

Treasury stock, at cost; 4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively

(159,440)

(179,732)

Retained earnings

185,244

221,031

Total stockholders' equity

124,584

147,830

Total liabilities and stockholders' equity

$

288,631

$

318,446

See accompanying Notes to Condensed Financial Information

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Condensed Statements of Operations

(Parent Company Only)

(In Thousands)

Year Ended December 31,

    

2023

    

2022

    

2021

Revenue:

Intercompany revenue

$

10,584

$

10,069

$

9,551

Total revenue

10,584

10,069

9,551

Operating expenses:

Selling, general, and administrative

10,646

10,069

9,551

Total operating expenses

10,646

10,069

9,551

Income from operations

(62)

Interest income, net

1,426

477

46

Affiliate Loan interest income

39

Tax Receivable Agreement liability adjustment

2,442

114

(2,813)

Other (expense) income, net

139

402

Equity in net income of subsidiaries

21,463

215,271

378,657

Income before income taxes

25,308

216,001

376,292

Income tax benefit (expense)

5,736

(79,054)

(97,831)

Net income

$

31,044

$

136,947

$

278,461

See accompanying Notes to Condensed Financial Information

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Condensed Statements of Cash Flows

(Parent Company Only)

(In Thousands)

For the Year Ended December 31,

    

2023

    

2022

    

2021

Operating activities

Net income

$

31,044

$

136,947

$

278,461

Adjustments to reconcile net income to net cash used in operating activities:

Equity in net income of subsidiaries

(21,463)

(215,271)

(378,657)

Deferred tax expense

(11,901)

28,672

8,210

Tax Receivable Agreement liability adjustment

(2,442)

(114)

2,813

Change in assets and liabilities, net of acquisitions:

Prepaid income taxes and other assets

6,219

2,914

(57)

Accounts payable and other accrued liabilities

1,238

Payment pursuant to Tax Receivable Agreement

(10,937)

(11,322)

(8,089)

Net cash used in operating activities

(8,242)

(58,174)

(97,319)

Investing activities

Purchases of LLC Interest from CWGS, LLC

(389)

(541)

(4,111)

Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases

79,757

156,256

Distributions received from CWGS, LLC

36,716

162,767

198,138

Lent funds under Affiliate Loan

(30,000)

Net cash provided by investing activities

6,327

241,983

350,283

Financing activities

Dividends paid to Class A common stockholders

(66,831)

(105,387)

(67,176)

Proceeds from exercise of stock options

389

541

4,111

Repurchases of Class A common stock to treasury

(79,757)

(156,256)

Disgorgement of short-swing profits by Section 16 officer

58

Net cash used in financing activities

(66,442)

(184,545)

(219,321)

(Decrease) increase in cash and cash equivalents

(68,357)

(736)

33,643

Cash and cash equivalents at beginning of year

70,262

70,998

37,355

Cash and cash equivalents at end of the year

$

1,905

$

70,262

$

70,998

See accompanying Notes to Condensed Financial Information

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Notes to Condensed Financial Information

(Parent Company Only)

December 31, 2023

1. Organization

Camping World Holdings, Inc. (the “Parent Company”) was formed on March 8, 2016 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC”), its Affiliate Loan (as defined in Note 3 – Affiliate Loan), and certain deferred tax assets.

The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC’s Senior Secured Credit Facilities. See Note 10 to the consolidated financial statements.

2. Basis of Presentation

These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Camping World Holdings, Inc. and the accompanying notes thereto, included in this Form 10-K. For purposes of this condensed financial information, the Parent Company's interest in CWGS, LLC is recorded based upon its proportionate share of CWGS, LLC's net assets (similar to presenting them on the equity method).

The Parent Company is the sole managing member of CWGS, LLC, and pursuant to the Amended and Restated LLC Agreement of CWGS, LLC (the “LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized.

Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. For the years ended December 31, 2023, 2022, and 2021, the full amounts of intercompany revenue and equity in net income of subsidiaries in the accompanying Parent Company Statements of Operations were eliminated in consolidation. No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2023 and 2022 (see Note 3 – Affiliate Loan for other amounts owed to the Parent Company). Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $162.8 million and $170.6 million as of December 31, 2023 and 2022, respectively.

3. Affiliate Loan

In December 2023, the Parent Company (the “Lender”) and CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, entered into a loan agreement (the “Affiliate Loan”) whereby the Borrower may borrow up to $40.0 million from the Lender at an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 6.50% per annum. The Lender may demand repayment with thirty-day notice, there are no prepayment restrictions or penalties, and the Affiliate Loan expires in December 2025.

In December 2023, the Borrower borrowed $30.0 million under the Affiliate Loan, which was repaid with accrued interest in January 2024. At December 31, 2023, the interest rate on the Affiliate Loan was 11.86% and accrued interest was less than $0.1 million.

4. Commitments and Contingencies

The Parent Company is party to a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 12 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As

described in Note 12 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2023 and 2022, liabilities under the tax receivable agreement totaled $162.8 million and $170.6 million, respectively.

See Note 14 to the consolidated financial statements for information regarding pending and threatened litigation and Note 1 to the consolidated financial statements for information about the February 2022 cybersecurity incident. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation and cybersecurity incidents.

5. Income Taxes

CWGS, LLC completed the steps necessary to convert Camping World, Inc. (“CW”) and certain of its subsidiaries from Subchapter C Corporations to limited liability companies (“LLCs”) with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by CWGS, LLC’s other LLC businesses. As a result, both income tax expense recognized by the Parent Company and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow CWGS, LLC to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

During the years ended December 31, 2023 and 2022, the above LLC Conversion resulted in additional income tax benefit and expense for the Parent Company of $3.1 million and $13.3 million, respectively. Additionally, the Parent Company recorded an income tax benefit of $4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date.

6. Stock Repurchase Program

During the year ended December 31, 2023, the Parent Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Parent Company repurchased 2,592,524 shares of Class A common stock, under this program for approximately $79.8 million, including commissions paid, at a weighted average price per share of $30.76, which is recorded as treasury stock on the Parent Company’s balance sheet. During the year ended December 31, 2022, the $79.8 million was concurrently funded by CWGS, LLC in exchange for the return of 2,592,524 common units in CWGS, LLC, which reduced the Parent Company’s ownership interest in CWGS, LLC. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2023 and 2022, the Parent Company reissued 579,176 and 852,508 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Parent Company’s 2016 Incentive Award Plan. As of December 31, 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million.

7. Statements of Cash Flows

Supplemental disclosures of cash flow information are as follows (in thousands):

Year Ended December 31,

    

2023

    

2022

    

2021

Cash paid (refunded) during the period for:

Interest

$

$

$

Income taxes

(646)

47,601

87,588

Non-cash financing activities:

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

20

1

47

Cost of treasury stock issued for vested restricted stock units

29,542

42,640

34,756

Cost of treasury stock issued for stock award to employee

19,586

v3.24.0.1
Schedule II - Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2023
Valuation and Qualifying Accounts  
Valuation and Qualifying Accounts

Schedule II: Valuation and Qualifying Accounts

    

Balance at

    

Additions

    

Charged

    

Charges

    

Balance

    

Beginning

    

Charged to

    

to Other

    

Utilized

    

at End

(In Thousands)

    

of Period

    

Expense(1)

    

Accounts(2)

    

(Write-offs)

    

of Period

Accounts receivable allowance(3):

Year ended December 31, 2023

$

4,222

$

(954)

$

14

$

(304)

$

2,978

Year ended December 31, 2022

4,711

$

675

$

297

$

(1,461)

$

4,222

Year ended December 31, 2021

3,393

1,568

74

(324)

4,711

(1)Additions to allowance for credit losses are charged to expense.
(2)Additions to returns allowances are credited against revenue.
(3)Accounts receivable allowance includes the allowance for credit losses and the allowance for returns.

    

Balance at

    

Additions

    

Charged

    

Charges

    

Balance

    

Beginning

    

Charged to

    

to Other

    

Utilized

    

at End

(In Thousands)

    

of Period

    

Expense

    

Accounts

    

(Write-offs)

    

of Period

Noncurrent other assets allowance:

Year ended December 31, 2023

$

37

$

61

$

$

(37)

$

61

Year ended December 31, 2022

42

(5)

37

Year ended December 31, 2021

42

42

Tax Valuation

Tax Valuation

Allowance

Allowance

Balance at

Charged to

Credited to

Charged

Balance

    

Beginning

    

Income Tax

    

Income Tax

    

to Other

at End

(In Thousands)

    

of Period

    

Provision

    

Provision

    

Accounts(1)

    

of Period

Valuation allowance for deferred tax assets:

Year ended December 31, 2023

$

154,976

$

$

66,678

$

10,038

$

231,692

Year ended December 31, 2022

312,088

(164,257)

7,145

154,976

Year ended December 31, 2021

295,946

(2,234)

18,376

312,088

(1)Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC.
v3.24.0.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”) and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 19 — 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 December 31, 2023, 2022, and 2021, CWH owned 52.9%, 50.2% and 51.2%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

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

Description of the Business

Description of the Business

Camping World Holdings, Inc., together with its subsidiaries, is the world’s largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. See Note 23 – Segments Information for further information about the Company’s segments. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; commissions on property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World brand, and markets its products and services primarily to RV and outdoor enthusiasts.

Cybersecurity Incident

Cybersecurity Incident

The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement.

The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. The Company and plaintiffs executed a settlement agreement to resolve the putative class action complaints for an immaterial amount subject to court approval. On December 12, 2023 the court granted preliminary approval of the settlement agreement and set a final approval hearing for April 17, 2024.

The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition.

Use of Estimates

Use of Estimates

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the consolidated financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, program cancellation reserves, chargebacks, accruals related to estimated tax liabilities, product return reserves, and other liabilities.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the accompanying consolidated balance sheets, and changes in the amounts are reflected in operating cash flows in the accompanying consolidated statement of cash flows.

Contracts in Transit, Accounts Receivable and Current Expected Credit Losses

Contracts in Transit, Accounts Receivable and Current Expected Credit Losses

Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender.

Accounts receivable are stated at realizable value, net of an allowance for credit losses. Accounts receivable balances due in excess of one year was $8.8 million at December 31, 2023 and $9.6 million at December 31, 2022, which are included in other assets in the accompanying consolidated balance sheets.

The allowance for credit losses is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required at December 31, 2023 and 2022. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances for credit losses of approximately $3.0 million as of December 31, 2023 and $4.2 million as of December 31, 2022 were required.

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

Year Ended December 31,

    

2023

    

2022

Allowance for credit losses:

Balance, beginning of period

$

4,222

$

4,711

Charged to bad debt expense

(954)

675

Deductions (1)

(290)

(1,164)

Balance, end of period

$

2,978

$

4,222

(1)These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted.
Concentration of Credit Risk

Concentration of Credit Risk

The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business. These receivables are short-term in nature and are from various financial institutions located throughout the United States.

The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2023 and 2022 was approximately $47.4 million and $146.4 million, respectively.

The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion.

Inventories

Inventories

New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in plus reconditioning costs. Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value using the first in, first

out method. The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight and rebates. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly.

Assets Held for Sale and Long-Lived Assets

Assets Held for Sale

The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group.

The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale. The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers.

Long-Lived Assets

Long lived assets are included in property and equipment, which also includes capitalized software costs to be held and used. For the Company’s major software systems, such as its accounting and membership systems, its capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group’s respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions.

Property and Equipment, net

Property and Equipment, net

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets:

    

Years

Building and improvements

40

Leasehold improvements

3-40

Furniture, fixtures and equipment

3-12

Software

3-5

Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter.

Leases

Leases

Leases are recorded in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) (see Note 11 — Lease Obligations). The Company leases property and equipment throughout the United States primarily under finance and operating leases. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases.

Many of the Company’s lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability.

Most of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the

Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise.

The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill is evaluated for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company elects to not perform a qualitative analysis, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. (see Note 8 – Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges.

Long-Term Debt

Long-Term Debt

The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities.

Revenue Recognition

Revenue Recognition

Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of

the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations.

The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation.

Good Sam Services and Plans

Good Sam Services and Plans revenue consists primarily of revenue from publications and marketing fees from various consumer services and plans. Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery.

New and Used Vehicles

RV vehicle revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer.

Products, Service and Other

Revenue from RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time.

The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies, RV furniture, camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded.

When points are awarded to customers under the Good Sam Club program for purchases of products or services, a portion of the product or service revenue is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company’s products or services.

Finance and Insurance, net

Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience from the past ten years, adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $68.2 million and $76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets.

Good Sam Club

Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders.

When points are awarded to cardholders under the co-branded credit card program relating to sign-up or card activity, a portion of the revenue from the third-party credit card provider is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company’s products or services or as a credit to their credit card balance.

Advertising expense/Vendor Allowances and Shipping and Handling Fees and Costs

Advertising Expenses

Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 were $101.1 million, $150.7 million and $136.3 million, respectively. Advertising expenses relating to RV and Outdoor Retail segment were included in selling, general and administrative expenses in the consolidated statements of operations. Advertising expenses relating to the Good Sam Services and Plans segment were included in costs applicable to revenues in the consolidated statements of operations, since, by the nature of those revenue streams, they are integral to the generation of those revenues.

Vendor Allowances

As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor

contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable.

Shipping and Handling Fees and Costs

The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2023, 2022, and 2021, $4.4 million, $7.2 million, and $8.0 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue.

Income Taxes

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the asset and liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 12 — Income Taxes for additional information.

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 June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related to such an equity security. The standard should be applied prospectively. 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 early adopted ASU 2021-08 as of January 1, 2023 and the adoption did not materially impact its consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This standard requires a buyer in a supplier

finance program to disclose qualitative and quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period. The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. As the Company already included many of the required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2023, the FASB issued 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its 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 is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

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 consolidated financial statements.

v3.24.0.1
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Schedule of allowance for credit losses

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

Year Ended December 31,

    

2023

    

2022

Allowance for credit losses:

Balance, beginning of period

$

4,222

$

4,711

Charged to bad debt expense

(954)

675

Deductions (1)

(290)

(1,164)

Balance, end of period

$

2,978

$

4,222

(1)These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted.
Schedule of Property and Equipment, estimated useful lives of the assets

    

Years

Building and improvements

40

Leasehold improvements

3-40

Furniture, fixtures and equipment

3-12

Software

3-5

v3.24.0.1
Revenue (Tables)
12 Months Ended
Dec. 31, 2023
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 December 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

    

As of

    

December 31, 2023

2024

    

$

92,366

2025

33,217

2026

17,233

2027

9,305

2028

4,274

Thereafter

2,751

Total

$

159,146

v3.24.0.1
Accounts Receivable (Tables)
12 Months Ended
Dec. 31, 2023
Accounts Receivable  
Summary of accounts receivable

Accounts receivable consisted of the following at December 31, 2023 and 2022 (in thousands):

    

December 31,

    

December 31,

2023

2022

Good Sam Services and Plans

$

17,589

$

14,385

RV and Outdoor Retail

New and used vehicles

2,830

3,995

Parts, service and other

35,748

40,708

Trade accounts receivable

27,773

25,352

Due from manufacturers

37,190

23,861

Other

9,365

8,300

Corporate

553

32

131,048

116,633

Allowance for credit losses

(2,978)

(4,222)

$

128,070

$

112,411

v3.24.0.1
Inventories and Floor Plan Payables (Tables)
12 Months Ended
Dec. 31, 2023
Inventory  
Schedule of inventories

Inventories consisted of the following at December 31, 2023 and 2022 (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Good Sam services and plans

$

452

$

625

New RVs

1,378,403

1,411,016

Used RVs

464,833

464,310

Products, parts, accessories and other

199,261

247,907

$

2,042,949

$

2,123,858

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 December 31, 2023 and December 31, 2022 (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Floor Plan Facility:

Notes payable floor plan:

Total commitment

$

1,850,000

$

1,700,000

Less: borrowings, net of FLAIR offset account

(1,371,145)

(1,319,941)

Less: FLAIR offset account

(145,047)

(217,669)

Additional borrowing capacity

333,808

162,390

Less: short-term payable for sold inventory(1)

(41,577)

(33,501)

Less: purchase commitments(2)

(27,420)

(43,807)

Unencumbered borrowing capacity

$

264,811

$

85,082

Revolving line of credit

$

70,000

$

70,000

Less: borrowings

(20,885)

(20,885)

Additional borrowing capacity

$

49,115

$

49,115

Letters of credit:

Total commitment

$

30,000

$

30,000

Less: outstanding letters of credit

(12,300)

(11,371)

Additional letters of credit capacity

$

17,700

$

18,629

(1)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 Consolidated Balance Sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows.

(2)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.
v3.24.0.1
Restructuring and Long-Lived Asset Impairment (Tables)
12 Months Ended
Dec. 31, 2023
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):

Year Ended December 31, 

2023

    

2022

    

2021

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

Leasehold improvements

$

1,857

$

2,557

$

721

Operating lease right of use assets

1,107

1,613

2,127

Furniture and equipment

329

61

196

Software

1,362

Construction in progress and software in development

113

Intangible assets

4,501

Total long-lived asset impairment charges

$

9,269

$

4,231

$

3,044

Long-lived asset impairment charges by restructuring activity:

2019 Strategic Shift

$

$

1,614

$

1,399

Active Sports Restructuring

6,648

Unrelated to restructuring activities

2,621

2,617

1,645

Total long-lived asset impairment charges

$

9,269

$

4,231

$

3,044

2019 Strategic Shift  
Schedule of restructuring expenses incurred

The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented (in thousands):

Year Ended December 31, 

2023

    

2022

    

2021

2019 Strategic Shift restructuring costs:

Lease termination costs(1)

1,316

1,431

Incremental inventory reserve charges(2)

15,017

Other associated costs(3)

3,965

7,026

10,684

Total 2019 Strategic Shift restructuring costs

$

3,965

$

8,342

$

27,132

(1)These costs were included in lease termination charges in the consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities.
(2)These costs incurred in 2021 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations.
(3)Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. For the years ended December 31, 2023, 2022 and 2021, costs of approximately $4.0 million, $7.0 million and $10.7 million, respectively, were included in selling, general, and administrative expenses in the consolidated statements of operations.
Schedule of changes in the restructuring accrual

The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands):

    

One-time

    

Lease

    

Other

    

    

Termination

    

Termination

    

Associated

    

    

Benefits

    

Costs (1)

    

Costs (2)

    

Total

Balance at June 30, 2019

$

$

$

$

Charged to expense

1,239

13,532

21,156

35,927

Paid or otherwise settled

(1,239)

(13,532)

(20,382)

(35,153)

Balance at December 31, 2020

774

774

Charged to expense

1,650

10,684

12,334

Paid or otherwise settled

(1,650)

(10,532)

(12,182)

Balance at December 31, 2021

926

926

Charged to expense

6,097

7,026

13,123

Paid or otherwise settled

(6,097)

(7,083)

(13,180)

Balance at December 31, 2022

869

869

Charged to expense

3,965

3,965

Paid or otherwise settled

(3,676)

(3,676)

Balance at December 31, 2023

$

$

$

1,158

$

1,158

(1)Lease termination costs exclude the $1.3 million, $6.1 million, $0.2 million, $4.8 million and $0 of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the years ended December 31, 2020, 2021, 2022 and 2023, respectively.
(2)Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift.
Active Sports  
Schedule of restructuring expenses incurred

The following table details the costs incurred associated with the Active Sports Restructuring (in thousands):

Year Ended December 31,

2023

    

2022

    

2021

Active Sports Restructuring costs:

One-time termination benefits(1)

$

193

$

$

Incremental inventory reserve charges(1)

4,344

Lease termination costs (2)

375

Other associated costs(3)

1,003

Total Active Sports Restructuring costs

$

5,915

$

$

(1)These costs were included in costs applicable to revenues – products, service and other in the consolidated statements of operations.
(2)These costs were included in lease termination charges in the consolidated statements of operations. As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities.
(3)Other associated costs primarily represent labor, 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 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

$

$

$

(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.
v3.24.0.1
Assets Held for Sale (Tables)
12 Months Ended
Dec. 31, 2023
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 December 31, 2023 and 2022 (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Assets held for sale:

Property and equipment, net

$

29,864

$

$

29,864

$

Liabilities related to assets held for sale:

Current portion of long-term debt

$

864

$

Long-term debt, net of current portion

16,424

$

17,288

$

v3.24.0.1
Property and Equipment, net (Tables)
12 Months Ended
Dec. 31, 2023
Property and Equipment, net  
Property and Equipment, net

Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands):

    

December 31, 

    

December 31, 

2023

2022

Land

$

142,020

$

132,728

Buildings and improvements

321,054

265,621

Leasehold improvements

339,439

301,055

Furniture and equipment

261,114

232,449

Software

90,835

87,327

Construction in progress and software in development

59,954

81,256

1,214,416

1,100,436

Less: accumulated depreciation

(379,990)

(342,155)

Property and equipment, net

$

834,426

$

758,281

v3.24.0.1
Goodwill and Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets  
Changes in goodwill by business line

The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2023 and 2022 (in thousands):

Good Sam

Services and

RV and

    

Plans

    

Outdoor Retail

    

Consolidated

Balance at December 31, 2021 (excluding impairment charges)

$

70,713

$

654,758

$

725,471

Accumulated impairment charges

(46,884)

(194,953)

(241,837)

Balance at December 31, 2021

23,829

459,805

483,634

Acquisitions

405

138,384

138,789

Balance at December 31, 2022

24,234

598,189

622,423

Acquisitions

88,799

88,799

Balance at December 31, 2023

$

24,234

$

686,988

$

711,222

Finite-lived intangible assets and related accumulated amortization

Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2023 and 2022 (in thousands):

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, domain names and other

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

December 31, 2022

Cost or

Accumulated

    

Fair Value

    

Amortization

    

Net

Good Sam Services and Plans:

Membership, customer lists and other

$

9,640

$

(8,971)

$

669

Trademarks and trade names

2,132

(95)

2,037

Websites

3,050

(682)

2,368

RV and Outdoor Retail:

Customer lists and domain names

5,626

(2,880)

2,746

Supplier lists

1,696

(763)

933

Trademarks and trade names

29,564

(19,691)

9,873

Websites

7,519

(5,200)

2,319

$

59,227

$

(38,282)

$

20,945

Schedule of amortization of finite lived intangibles assets The aggregate future five-year amortization of finite-lived intangibles at December 31, 2023, was as follows (in thousands):

2024

    

$

3,369

2025

3,068

2026

2,478

2027

2,437

2028

930

Thereafter

1,435

$

13,717

v3.24.0.1
Accrued Liabilities (Tables)
12 Months Ended
Dec. 31, 2023
Accrued Liabilities  
Schedule Of Accrued liabilities

Accrued liabilities consisted of the following at December 31, 2023 and 2022 (in thousands):

    

December 31,

    

December 31,

2023

    

2022

Compensation and benefits

$

51,999

$

45,043

Other accruals

97,097

102,790

$

149,096

$

147,833

v3.24.0.1
Long-Term Debt (Tables)
12 Months Ended
Dec. 31, 2023
Debt Instrument [Line Items]  
Long-Term debt

The following reflects outstanding long-term debt as of December 31, 2023 and 2022, (in thousands):

December 31, 

December 31, 

    

2023

    

2022

Term Loan Facility (1)

$

1,346,229

$

1,360,454

Real Estate Facilities (2)

166,604

145,911

Other Long-Term Debt

8,246

3,280

Subtotal

1,521,079

1,509,645

Less: current portion

(22,121)

(25,229)

Total

$

1,498,958

$

1,484,416

(1)Net of $12.0 million and $14.2 million of original issue discount at December 31, 2023 and 2022, respectively, and $4.7 million and $5.8 million of finance costs at December 31, 2023 and 2022, respectively.
(2)Net of $3.3 million and $3.4 million of finance costs at December 31, 2023 and 2022, respectively.
Schedule of Aggregate Maturities of Long-term Debt

The aggregate future maturities of long-term debt at December 31, 2023, excluding original issue discount of $12.0 million, finance costs of $8.0 million, and $17.3 million of liabilities relating to assets held for sale (see Note 6 Assets Held for Sale for further details), were as follows (in thousands):

Long-term debt instruments

    

 

2024

    

$

24,475

2025

24,489

2026

34,856

2027

143,595

2028

1,309,687

Thereafter

4,021

Total

$

1,541,123

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):

December 31, 

December 31, 

    

2023

    

2022

Senior Secured Credit Facilities:

Term Loan Facility:

Principal amount of borrowings

$

1,400,000

$

1,400,000

Less: cumulative principal payments

(37,034)

(19,515)

Less: unamortized original issue discount

(12,016)

(14,224)

Less: unamortized finance costs

(4,721)

(5,807)

1,346,229

1,360,454

Less: current portion

(14,015)

(14,015)

Long-term debt, net of current portion

$

1,332,214

$

1,346,439

Revolving Credit Facility:

Total commitment

$

65,000

$

65,000

Less: outstanding letters of credit

(4,930)

(4,930)

Less: total net leverage ratio borrowing limitation

(37,320)

Additional borrowing capacity

$

22,750

$

60,070

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

As of December 31, 2023

Principal

Remaining

Wtd. Average

(In thousands)

    

Outstanding(1)

    

Available(2)

    

Interest Rate

Real Estate Facilities

M&T Real Estate Facility

$

171,182

(4)

$

68,394

(3)

7.66%

First CIBC Real Estate Facility

3,655

8.36%

Third CIBC Real Estate Facility

9,055

8.11%

Less: Amount reclassified to liabilities related to assets held for sale

(17,288)

$

166,604

$

68,394

(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.
(4)$17.3 million of this amount is classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale).
v3.24.0.1
Lease Obligations (Tables)
12 Months Ended
Dec. 31, 2023
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):

Year Ended December 31,

    

2023

    

2022

Operating lease cost

$

118,082

$

113,411

Finance lease cost:

Amortization of finance lease assets

3,253

11,931

Interest on finance lease liabilities

6,069

5,005

Short-term lease cost

1,940

1,880

Variable lease cost

22,913

23,607

Sublease income

(2,726)

(1,713)

Net lease costs

$

149,531

$

154,121

Schedule of cash flow supplemental information

Year Ended December 31,

    

2023

    

2022

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

Operating cash flows for operating leases

$

117,160

$

114,176

Operating cash flows for finance leases

6,064

4,928

Financing cash flows for finance leases

5,496

5,977

Lease assets obtained in exchange for lease liabilities:

New, remeasured and terminated operating leases

$

59,858

$

52,698

New, remeasured and terminated finance leases

20,557

24,440

Schedule of other information related to leases

    

December 31, 

2023

2022

Weighted average remaining lease term:

Operating leases

11.3

years

11.8

years

Financing leases

17.4

years

15.4

years

Weighted average discount rate:

Operating leases

7.1

%

6.9

%

Financing leases

6.0

%

5.7

%

Schedule of future operating lease obligations

The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2023 (in thousands):

    

Operating

    

Finance

    

Leases

    

Leases

2024

    

$

118,972

    

$

23,352

2025

118,480

10,644

2026

116,393

10,563

2027

107,755

10,009

2028

103,047

9,630

Thereafter

656,054

109,180

Total lease payments

1,220,701

173,378

Less: Imputed interest

(393,048)

(58,494)

Total lease obligations

827,653

114,884

Less: current portion

(63,695)

(17,133)

Noncurrent lease obligations

$

763,958

$

97,751

Schedule of future finance lease obligations

The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2023 (in thousands):

    

Operating

    

Finance

    

Leases

    

Leases

2024

    

$

118,972

    

$

23,352

2025

118,480

10,644

2026

116,393

10,563

2027

107,755

10,009

2028

103,047

9,630

Thereafter

656,054

109,180

Total lease payments

1,220,701

173,378

Less: Imputed interest

(393,048)

(58,494)

Total lease obligations

827,653

114,884

Less: current portion

(63,695)

(17,133)

Noncurrent lease obligations

$

763,958

$

97,751

v3.24.0.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2023
Income Taxes  
Schedule of components of the Company's income tax expense

The components of the Company’s income tax (benefit) expense from operations for the years ended December 31, 2023, 2022 and 2021 consisted of (in thousands):

    

2023

    

2022

    

2021

Current:

Federal

$

9,123

$

44,613

$

74,124

State

1,558

11,170

23,890

Deferred:

Federal

(9,217)

17,588

13,024

State

(2,663)

25,713

(18,914)

Income tax (benefit) expense

$

(1,199)

$

99,084

$

92,124

Schedule of reconciliation of income tax expense from operations to the federal statutory rate

A reconciliation of income tax (benefit) expense from operations to the federal statutory rate for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):

    

2023

    

2022

    

2021

Income taxes computed at federal statutory rate(1)

$

10,374

$

94,524

$

154,182

State income taxes – net of federal benefit(1)

(2,645)

8,362

15,261

Other differences:

State and local taxes on pass-through entities

1,948

3,736

5,004

Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2)

(3,927)

(53,461)

(81,013)

Effect of LLC Conversion(3)

(85,790)

208,833

Increase (decrease) in valuation allowance(4)

66,679

(164,257)

(2,234)

Impact of other state tax rate changes

4,900

967

1,927

Accrual to return

8,314

(1,135)

(3,768)

Tax credits

(582)

(743)

(565)

Uncertain Tax Positions

(547)

1,519

501

Other

77

739

2,829

Income tax (benefit) expense

$

(1,199)

$

99,084

$

92,124

(1)Federal and state income tax includes $0.6 million, less than $0.1 million, and $0.7 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, 2022, and 2021, respectively.
(2)The related income is taxable to the non-controlling interest.
(3)For 2023, these amounts represent a reduction of $81.7 million to CWH’s outside basis deferred tax assets as a result of the LLC Conversion and $4.1 million related to the entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023 (defined and discussed below). For 2022, these amounts represent the tax impact of the LLC Conversion, which is comprised of a $209.4 million adjustment to CW’s deferred tax assets inclusive of tax operating losses, net of a $0.6 million reduction to CWH’s outside basis deferred tax asset.
(4)For 2023, the valuation allowance increased by $66.7 million. The valuation allowance increased by $132.2 million related to capital loss carryforward. Additionally, valuation allowance decreased by $52.5 million as a result of the LLC Conversion and its impact on realization of the CWH’s outside basis deferred tax asset and decreased by $13.0 million for activities not related to the LLC Conversion. For 2022, these amounts include a $180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states, net of a $0.6 million decrease in valuation allowance associated with CWH’s outside basis deferred tax asset. During 2021, and as a result of CWH’s ownership of CWGS increasing above 50% during the first quarter of 2021, the amount for the year ended December 31, 2021 included a decrease in the valuation allowance of CW in certain state deferred tax assets of $15.2 million, partially offset by $13.0 million of increases to the valuation allowance primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states.
Summary of significant items comprising the net deferred tax asset Significant items comprising the net deferred tax assets at December 31, 2023 and 2022 were (in thousands):

    

2023

    

2022

Deferred tax liabilities

Operating lease assets

$

(5,375)

$

(5,897)

Other

(101)

(80)

(5,476)

(5,977)

Deferred tax assets

Investment in partnership ("Outside Basis Deferred Tax Asset")(1)

207,013

253,550

Capital loss carryforward

132,248

Tax Receivable Agreement liability

40,702

43,223

Operating lease liabilities

5,678

6,150

Business interest expense carryforward

5,597

Net operating loss carryforward

2,061

22

Other reserves

1,195

1,234

394,494

304,179

Valuation allowance

(231,692)

(154,975)

Net deferred tax assets

$

157,326

$

143,227

(1)This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC.
v3.24.0.1
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Summary of aggregate carrying value and fair value of fixed rate debt

Fair Value

December 31, 2023

December 31, 2022

($ in thousands)

    

Measurement

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Term Loan Facility

Level 2

$

1,346,229

$

1,328,892

$

1,360,454

$

1,394,290

Floor Plan Facility Revolving Line of Credit

Level 2

20,885

21,732

20,885

19,823

Real Estate Facilities(1)

Level 2

183,892

195,029

145,911

145,664

Other Long-Term Debt

Level 2

8,246

6,702

3,280

2,944

(1)The carrying value of Real Estate Facilities at December 31, 2023 includes the $17.3 million reported as liabilities related to assets held for sale in the consolidated balance sheet.
v3.24.0.1
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2023
Assets Of Multiple Dealership Locations Acquired  
Acquisitions  
Summary of the purchase price allocations

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

Tangible assets (liabilities) acquired (assumed):

Accounts receivable, net

$

$

(68)

Inventories, net

119,672

75,766

Prepaid expenses and other assets

170

207

Property and equipment, net

1,407

583

Operating lease assets

916

1,558

Accounts payable

(6)

Accrued liabilities

(63)

(687)

Current portion of operating lease liabilities

(208)

(500)

Other current liabilities

(520)

(188)

Operating lease liabilities, net of current portion

(708)

(1,058)

Total tangible net assets acquired

120,660

75,613

Total intangible assets acquired

2,632

Goodwill

88,799

138,789

Cash paid for acquisitions, net of cash acquired

209,459

217,034

Inventory purchases financed via floor plan

(100,331)

(59,935)

Cash payment net of floor plan financing

$

109,128

$

157,099

v3.24.0.1
Statement of Cash Flows (Tables)
12 Months Ended
Dec. 31, 2023
Statement of Cash Flows  
Supplemental disclosures of cash flow information

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

Year Ended December 31,

2023

    

2022

    

2021

Cash paid during the period for:

Interest

$

214,082

$

106,997

$

58,424

Income taxes

3,352

54,579

99,557

Non-cash investing and financing activities:

Leasehold improvements paid by lessor

256

361

Vehicles transferred to property and equipment from inventory

295

979

931

Capital expenditures in accounts payable and accrued liabilities

5,833

12,377

9,726

Purchase of real property through assumption of other long-term debt

5,185

Note receivable exchanged for amounts owed by other investment

2,153

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

20

1

47

Cost of treasury stock issued for vested restricted stock units

29,542

42,640

34,756

Cost of treasury stock issued for stock award to employee

19,586

v3.24.0.1
Non-Controlling Interests (Tables)
12 Months Ended
Dec. 31, 2023
Non-Controlling Interests  
Schedule of ownership in CWGS, LLC

As of December 31, 2023

As of December 31, 2022

Common Units

    

Ownership %

    

Common Units

    

Ownership %

CWH

45,020,116

52.9%

42,440,940

50.2%

Continuing Equity Owners

40,044,536

47.1%

42,044,536

49.8%

Total

85,064,652

100.0%

84,485,476

100.0%

Schedule of effects of change in ownership

Year Ended December 31, 

($ in thousands)

   

2023

   

2022

   

2021

   

Net income attributable to Camping World Holdings, Inc.

$

31,044

$

136,947

$

278,461

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

(485)

(245)

(2,017)

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

(25,080)

(35,831)

(28,493)

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

3,016

2,371

(989)

Decrease in additional paid-in capital as a result of the stock award to employee

(15,551)

Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee

(160)

Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock

27,561

74,487

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

8,653

424

15,685

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

$

17,148

$

131,227

$

321,423

v3.24.0.1
Equity-Based Compensation Plans (Tables)
12 Months Ended
Dec. 31, 2023
Equity-Based Compensation Plans  
Schedule of equity-based compensation expense classified with the consolidated statements of operations

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

    

2021

 

Equity-based compensation expense:

Costs applicable to revenue

$

895

$

689

$

762

Selling, general, and administrative

23,191

33,158

47,174

Total equity-based compensation expense

$

24,086

$

33,847

$

47,936

Total income tax benefit recognized related to equity-based compensation

$

3,205

$

3,809

$

5,982

Summary of stock option activity

Weighted Average

Aggregate

Remaining

Stock Options

Weighted Average

Intrinsic Value

Contractual Life

    

(in thousands)

    

Exercise Price

    

(in thousands)

    

(years)

Outstanding at December 31, 2022

238

$

21.92

Exercised

(18)

$

21.75

Forfeited

(27)

$

22.00

Outstanding and exercisable at December 31, 2023

193

$

21.92

$

836

2.7

Summary of restricted stock unit activity

Restricted

Weighted Average

Stock Units

Grant Date

    

(in thousands)

    

Fair Value

Outstanding at December 31, 2022

2,549

$

32.08

Granted

553

$

19.72

Vested

(843)

$

29.29

Forfeited

(384)

$

32.17

Outstanding at December 31, 2023

1,875

$

29.39

v3.24.0.1
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2023
Class A common stock  
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings

Year Ended December 31, 

(In thousands except per share amounts)

    

2023

    

2022

    

2021

Numerator:

Net income

$

50,601

$

351,031

$

642,075

Less: net income attributable to non-controlling interests

(19,557)

(214,084)

(363,614)

Net income attributable to Camping World Holdings, Inc. basic

31,044

136,947

278,461

Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

938

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

15,392

266,381

Net income attributable to Camping World Holdings, Inc. diluted

$

46,436

$

137,885

$

544,842

Denominator:

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

44,626

42,386

45,009

Dilutive options to purchase Class A common stock

20

56

150

Dilutive restricted stock units

281

412

1,165

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

40,045

43,438

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

84,972

42,854

89,762

Earnings per share of Class A common stock — basic

$

0.70

$

3.23

$

6.19

Earnings per share of Class A common stock — diluted

$

0.55

$

3.22

$

6.07

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

Stock options to purchase Class A common stock

50

Restricted stock units

1,364

2,146

6

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

42,045

v3.24.0.1
Segments Information (Tables)
12 Months Ended
Dec. 31, 2023
Segments Information  
Reportable segment revenue

Year Ended December 31, 2023

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

194,827

$

$

(1,000)

$

193,827

New vehicles

2,581,250

(4,972)

2,576,278

Used vehicles

1,983,865

(4,233)

1,979,632

Products, service and other

870,648

(610)

870,038

Finance and insurance, net

564,596

(2,340)

562,256

Good Sam Club

44,516

44,516

Total consolidated revenue

$

194,827

$

6,044,875

$

(13,155)

$

6,226,547

Year Ended December 31, 2022

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

192,622

$

$

(494)

$

192,128

New vehicles

3,234,016

(5,939)

3,228,077

Used vehicles

1,881,468

(3,867)

1,877,601

Products, service and other

1,000,170

(956)

999,214

Finance and insurance, net

641,087

(17,631)

623,456

Good Sam Club

46,537

46,537

Total consolidated revenue

$

192,622

$

6,803,278

$

(28,887)

$

6,967,013

Year Ended December 31, 2021

Good Sam

RV and

Services

Outdoor

Intersegment

($ in thousands)

 

and Plans

    

Retail

Eliminations

    

Total

Revenue:

Good Sam services and plans

$

180,926

$

$

(204)

$

180,722

New vehicles

3,306,002

(6,548)

3,299,454

Used vehicles

1,689,855

(3,638)

1,686,217

Products, service and other

1,102,407

(1,465)

1,100,942

Finance and insurance, net

613,086

(14,611)

598,475

Good Sam Club

47,944

47,944

Total consolidated revenue

$

180,926

$

6,759,294

$

(26,466)

$

6,913,754

Reportable segment income

Year Ended December 31, 

($ in thousands)

   

2023

   

2022

   

2021

   

Segment income:(1)

Good Sam Services and Plans

$

106,748

$

90,857

$

74,765

RV and Outdoor Retail

159,626

528,564

798,846

Total segment income

266,374

619,421

873,611

Corporate & other

(13,732)

(12,619)

(9,679)

Depreciation and amortization

(68,643)

(80,304)

(66,418)

Other interest expense, net

(135,270)

(75,745)

(46,912)

Tax Receivable Agreement liability adjustment

2,442

114

(2,813)

Loss and expense on debt restructure

(13,468)

Other expense, net

(1,769)

(752)

(122)

Income before income taxes

$

49,402

$

450,115

$

734,199

(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

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

    

2021

 

Depreciation and amortization:

Good Sam Services and Plans

$

3,278

$

3,353

$

3,009

RV and Outdoor Retail

65,365

76,951

63,409

Total depreciation and amortization

$

68,643

$

80,304

$

66,418

Year Ended December 31, 

($ in thousands)

    

2023

    

2022

    

2021

    

Other interest expense, net:

Good Sam Services and Plans

$

(204)

$

57

$

(3)

RV and Outdoor Retail

27,131

14,802

7,759

Subtotal

26,927

14,859

7,756

Corporate & other

108,343

60,886

39,156

Total other interest expense, net

$

135,270

$

75,745

$

46,912

Reportable segment assets

As of December 31, 

($ in thousands)

    

2023

    

2022

    

Assets:

Good Sam Services and Plans

$

113,619

$

130,841

RV and Outdoor Retail

4,568,372

4,448,354

Subtotal

4,681,991

4,579,195

Corporate & other

163,693

220,952

Total assets

$

4,845,684

$

4,800,147

Schedule of segment capital expenditures

Year Ended December 31, 

($ in thousands)

   

2023

   

2022

   

2021

Capital expenditures:

Good Sam Services and Plans

$

4,040

$

5,099

$

1,856

RV and Outdoor Retail

194,234

205,491

246,084

Subtotal

198,274

210,590

247,940

Corporate and other

2

(129)

Total capital expenditures

$

198,274

$

210,592

$

247,811

v3.24.0.1
Summary of Significant Accounting Policies - Description of Business (Details)
1 Months Ended 3 Months Ended 12 Months Ended
Feb. 28, 2022
individual
Mar. 31, 2021
Dec. 31, 2023
segment
Dec. 31, 2022
lawsuit
Dec. 31, 2021
Segments Information          
Number of reportable segments | segment     2    
Number of individuals whose personal information was acquired without authorization | individual 30,000        
Existence of option to extend     true    
Cybersecurity Incident Complaints          
Litigation          
Number of lawsuits | lawsuit       3  
Minimum          
Segments Information          
Renewal term of lease     1 year    
Maximum          
Segments Information          
Renewal term of lease     5 years    
CWGS, LLC          
Segments Information          
Ownership interest     100.00% 100.00%  
CWGS, LLC | Minimum          
Segments Information          
Ownership interest   50.00%      
CWH | CWGS, LLC          
Segments Information          
Ownership interest     52.90% 50.20% 51.20%
v3.24.0.1
Summary of Significant Accounting Policies - Contracts in Transit, Accounts Receivable and Current Expected Credit Losses (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
"Shipping, Handling and Transportation Costs [Abstract]"    
Number of days for retail installment sales contracts funded after the initial approval of the retail installment sales contract by third party lender 10 days  
Accounts receivable due in excess of one year $ 8,800 $ 9,600
Allowance for credit losses - contracts in transit 0 0
Allowance for credit losses    
Balance, beginning of period 4,222 4,711
Charged to bad debt expense (954) 675
Deductions (290) (1,164)
Balance, end of period $ 2,978 $ 4,222
v3.24.0.1
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Concentration of Credit Risk      
Amount in excess of FDIC limits $ 47.4 $ 146.4  
Revenue      
Number of past years 10 years 10 years  
Amount of chargebacks included in the estimate of variable consideration $ 68.2 $ 76.4  
Lifetime memberships period 18 years    
Advertising Expense      
Advertising expenses $ 101.1 $ 150.7 $ 136.3
Shipping and Handling Fees and Costs      
Cost, Product and Service [Extensible List] Shipping and Handling Shipping and Handling Shipping and Handling
Contracts in Transit      
Number of days for retail installment sales contracts funded after the initial approval of the retail installment sales contract by third party lender 10 days    
Building and improvements      
Property and Equipment, net      
Property, Plant and Equipment, Useful Life 40 years    
Minimum      
Revenue      
Stated period of time for insurance and service contracts 1 year    
Minimum | Leasehold improvements      
Property and Equipment, net      
Property, Plant and Equipment, Useful Life 3 years    
Minimum | Furniture and equipment      
Property and Equipment, net      
Property, Plant and Equipment, Useful Life 3 years    
Minimum | Software      
Property and Equipment, net      
Property, Plant and Equipment, Useful Life 3 years    
Maximum      
Revenue      
Stated period of time for insurance and service contracts 7 years    
Maximum | Leasehold improvements      
Property and Equipment, net      
Property, Plant and Equipment, Useful Life 40 years    
Maximum | Furniture and equipment      
Property and Equipment, net      
Property, Plant and Equipment, Useful Life 12 years    
Maximum | Software      
Property and Equipment, net      
Property, Plant and Equipment, Useful Life 5 years    
RV and Outdoor Retail | Shipping and Handling      
Shipping and Handling Fees and Costs      
Cost of Goods and Services Sold $ 4.4 $ 7.2 $ 8.0
v3.24.0.1
Revenue - Contract Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Capitalized costs    
Capitalized costs $ 4.5 $ 5.1
Accounts Receivable. | RV Service Center    
Capitalized costs    
Contract asset $ 16.1 $ 18.4
v3.24.0.1
Revenue - Deferred Revenues (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Deferred Revenues    
Revenues recognized that were included in the deferred revenue balance $ 92.6 $ 95.5
v3.24.0.1
Revenue - Performance Obligation (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Performance obligation  
Revenue expected to be recognized $ 159,146
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Performance obligation  
Revenue expected to be recognized $ 92,366
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Performance obligation  
Revenue expected to be recognized $ 33,217
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 $ 17,233
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 $ 9,305
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 $ 4,274
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 $ 2,751
Unsatisfied performance obligation, period 0 years
v3.24.0.1
Accounts Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Receivables    
Gross receivables $ 131,048 $ 116,633
Allowance for credit losses (2,978) (4,222)
Receivables, net 128,070 112,411
Good Sam Services and Plans    
Receivables    
Gross receivables 17,589 14,385
RV and Outdoor Retail | Trade accounts receivable    
Receivables    
Gross receivables 27,773 25,352
RV and Outdoor Retail | Due from manufacturers    
Receivables    
Gross receivables 37,190 23,861
RV and Outdoor Retail | New and used vehicles    
Receivables    
Gross receivables 2,830 3,995
RV and Outdoor Retail | Parts, services and other    
Receivables    
Gross receivables 35,748 40,708
RV and Outdoor Retail | Other    
Receivables    
Gross receivables 9,365 8,300
Corporate    
Receivables    
Gross receivables $ 553 $ 32
v3.24.0.1
Inventories and Floor Plan Payables - Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Inventories    
Inventories $ 2,042,949 $ 2,123,858
Good Sam Services and Plans    
Inventories    
Inventories 452 625
New RV vehicles    
Inventories    
Inventories 1,378,403 1,411,016
Used RV vehicles    
Inventories    
Inventories 464,833 464,310
Products, parts, accessories and other    
Inventories    
Inventories $ 199,261 $ 247,907
v3.24.0.1
Inventories and Floor Plan Payables - Floor Plan Payable (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Floor Plan Payable        
Amount drawn   $ 0 $ 0 $ 20,000
Floor Plan Facility        
Floor Plan Payable        
Maximum borrowing capacity $ 1,700,000 1,850,000 $ 1,700,000  
Increase in aggregate amount, accordion   $ 50,000    
Applicable interest rate (as a percent)   7.28% 6.01%  
FLAIR offset account amount   $ 145,047 $ 217,669  
FLAIR Maximum Percentage   35.00% 35.00%  
Percentage available for used RV inventory 20.00% 30.00%    
Floor Plan Facility | Maximum        
Floor Plan Payable        
Increase in aggregate amount, accordion $ 200,000 $ 300,000    
Floor Plan Facility | BSBY Rate | Minimum        
Floor Plan Payable        
Variable rate spread (as a percent)   1.90% 1.90%  
Floor Plan Facility | BSBY Rate | Maximum        
Floor Plan Payable        
Variable rate spread (as a percent)   2.50% 2.50%  
Floor Plan Facility | Base Rate | Minimum        
Floor Plan Payable        
Variable rate spread (as a percent)   0.40% 0.40%  
Floor Plan Facility | Base Rate | Maximum        
Floor Plan Payable        
Variable rate spread (as a percent)   1.00% 1.00%  
Letters of credit | Floor Plan Facility        
Floor Plan Payable        
Maximum borrowing capacity   $ 30,000    
Line of Credit | Floor Plan Facility        
Floor Plan Payable        
Maximum borrowing capacity   $ 70,000 $ 70,000  
Applicable interest rate (as a percent)   7.63% 6.21%  
Line of Credit | Floor Plan Facility | BSBY Rate        
Floor Plan Payable        
Variable rate spread (as a percent)   2.25% 2.25%  
Line of Credit | Floor Plan Facility | BSBY Rate | In Case of BSBY Rate Loan        
Floor Plan Payable        
Variable rate spread (as a percent)   0.50% 0.50%  
Line of Credit | Floor Plan Facility | BSBY Rate | In Case of Base Rate Loan        
Floor Plan Payable        
Variable rate spread (as a percent)   1.75% 1.75%  
Line of Credit | Floor Plan Facility | Federal Funds Rate        
Floor Plan Payable        
Variable rate spread (as a percent)   0.75% 0.75%  
v3.24.0.1
Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Jun. 30, 2023
Floor Plan Payable      
Less: outstanding letters of credit $ (17,200) $ (16,300)  
Minimum      
Floor Plan Payable      
Floor plan payment due period 3 days 3 days  
Maximum      
Floor Plan Payable      
Floor plan payment due period 10 days 10 days  
Floor Plan Facility      
Floor Plan Payable      
Total commitment $ 1,850,000 $ 1,700,000 $ 1,700,000
Less: borrowings (1,371,145) (1,319,941)  
Less: FLAIR offset account (145,047) (217,669)  
Additional borrowing capacity 333,808 162,390  
Less: short-term payable for sold inventory (41,577) (33,501)  
Less: purchase commitments (27,420) (43,807)  
Unencumbered borrowing capacity 264,811 85,082  
Line of Credit | Floor Plan Facility      
Floor Plan Payable      
Total commitment 70,000 70,000  
Less: borrowings (20,885) (20,885)  
Additional borrowing capacity 49,115 49,115  
Letters of credit | Floor Plan Facility      
Floor Plan Payable      
Total commitment 30,000 30,000  
Less: outstanding letters of credit (12,300) (11,371)  
Additional letters of credit capacity $ 17,700 $ 18,629  
v3.24.0.1
Restructuring and Long-Lived Asset Impairment - Narrative (Details)
$ in Millions
3 Months Ended 12 Months Ended 16 Months Ended
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2020
location
Restructuring cost and accrual      
Impairment, intangible asset, finite-lived, statement of income or comprehensive income extensible enumeration   Long-lived asset impairment  
2019 Strategic Shift      
Restructuring cost and accrual      
Number of distribution centers closed | location     2
Annual lease expense, net of sublease income   $ 4.0  
Incurred costs   120.9  
2019 Strategic Shift | One-time termination benefits      
Restructuring cost and accrual      
Incurred costs   1.2  
2019 Strategic Shift | Lease termination costs      
Restructuring cost and accrual      
Incurred costs   19.4  
2019 Strategic Shift | Incremental inventory reserve charges      
Restructuring cost and accrual      
Incurred costs   57.4  
2019 Strategic Shift | Other associated costs      
Restructuring cost and accrual      
Incurred costs   42.9  
2019 Strategic Shift | Outdoor Lifestyle Locations      
Restructuring cost and accrual      
Closed/divested | location     39
2019 Strategic Shift | Specialty Retail locations      
Restructuring cost and accrual      
Closed/divested | location     20
Active Sports      
Restructuring cost and accrual      
Annual lease expense, net of sublease income   1.1  
Incurred costs   5.9  
Impairment charges $ 6.6    
Impairment of Intangible Assets, Finite-Live 4.5    
Other Asset Impairment Charges $ 2.1    
Active Sports | One-time termination benefits      
Restructuring cost and accrual      
Incurred costs   0.2  
Active Sports | Lease termination costs      
Restructuring cost and accrual      
Incurred costs   0.4  
Active Sports | Incremental inventory reserve charges      
Restructuring cost and accrual      
Incurred costs   4.3  
Active Sports | Other associated costs      
Restructuring cost and accrual      
Incurred costs   $ 1.0  
v3.24.0.1
Restructuring and Long-Lived Asset Impairment - 2019 Strategic Shift Costs (Details) - 2019 Strategic Shift - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended 18 Months Ended
Dec. 31, 2019
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2020
Restructuring Costs            
Charged to expense   $ 3,965 $ 8,342 $ 27,132    
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases $ 1,300 0 4,800 200 $ 6,100  
One-time termination benefits            
Restructuring Costs            
Charged to expense           $ 1,239
Paid or otherwise settled           (1,239)
Lease termination costs            
Restructuring Costs            
Charged to expense     6,097 1,650   13,532
Paid or otherwise settled     (6,097) (1,650)   (13,532)
Incremental inventory reserve charges            
Restructuring Costs            
Charged to expense   0 0 15,017    
Other associated costs            
Restructuring Costs            
Beginning balance   869 926 774    
Charged to expense   3,965 7,026 10,684   21,156
Paid or otherwise settled   (3,676) (7,083) (10,532)   (20,382)
Ending balance   1,158 869 926 774 774
Restructuring costs excluding incremental inventory reserve charges            
Restructuring Costs            
Beginning balance   869 926 774    
Charged to expense   3,965 13,123 12,334   35,927
Paid or otherwise settled   (3,676) (13,180) (12,182)   (35,153)
Ending balance   1,158 869 926 $ 774 $ 774
Selling, general, and administrative            
Restructuring Costs            
Charged to expense   $ 4,000 7,000 10,700    
Lease termination charges | Lease termination costs            
Restructuring Costs            
Charged to expense     $ 1,316 $ 1,431    
v3.24.0.1
Restructuring and Long-Lived Asset Impairment - Active Sports Restructuring (Details) - Active Sports - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2023
Restructuring Costs    
Charged to expense $ 1,196 $ 5,915
Paid or otherwise settled (1,196)  
One-time termination benefits    
Restructuring Costs    
Charged to expense 193 193
Paid or otherwise settled (193)  
Lease termination costs    
Restructuring Costs    
Charged to expense   375
Incremental inventory reserve charges    
Restructuring Costs    
Charged to expense   4,344
Other associated costs    
Restructuring Costs    
Charged to expense 1,003 $ 1,003
Paid or otherwise settled $ (1,003)  
v3.24.0.1
Restructuring and Long-Lived Asset Impairment - Long-lived Asset Impairment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Long-lived Asset Impairment      
Long-lived asset impairment $ 9,269 $ 4,231 $ 3,044
Leasehold improvements      
Long-lived Asset Impairment      
Long-lived asset impairment 1,857 2,557 721
Operating lease right-of-use assets      
Long-lived Asset Impairment      
Long-lived asset impairment 1,107 1,613 2,127
Furniture and equipment      
Long-lived Asset Impairment      
Long-lived asset impairment 329 61 196
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    
2019 Strategic Shift      
Long-lived Asset Impairment      
Long-lived asset impairment   1,614 1,399
Active Sports      
Long-lived Asset Impairment      
Long-lived asset impairment 6,648    
Unrelated to restructuring activities      
Long-lived Asset Impairment      
Long-lived asset impairment $ 2,621 $ 2,617 $ 1,645
v3.24.0.1
Assets Held for Sale - Narrative (Details) - Disposal Group - Properties held for sale
Dec. 31, 2023
property
Assets held for sale  
Number of properties 5
Number of properties with associated secured borrowings 3
v3.24.0.1
Assets Held for Sale - Assets and Related Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Assets held for sale:    
Assets held for sale $ 29,864 $ 0
Liabilities related to assets held for sale:    
Liabilities related to assets held for sale 17,288 $ 0
Disposal Group | Properties held for sale    
Assets held for sale:    
Property and equipment, net 29,864  
Assets held for sale 29,864  
Liabilities related to assets held for sale:    
Current portion of long-term debt 864  
Long-term debt, net of current portion 16,424  
Liabilities related to assets held for sale $ 17,288  
v3.24.0.1
Property and Equipment, net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property and Equipment, net    
Property and equipment, inclusive of right-to-use assets, gross $ 1,214,416 $ 1,100,436
Less: accumulated depreciation (379,990) (342,155)
Property and equipment, net 834,426 758,281
Land    
Property and Equipment, net    
Property and equipment, gross 142,020 132,728
Buildings and improvements    
Property and Equipment, net    
Property and equipment, gross 321,054 265,621
Leasehold improvements.    
Property and Equipment, net    
Property and equipment, inclusive of right-to-use assets, gross 339,439 301,055
Furniture and equipment    
Property and Equipment, net    
Property and equipment, gross 261,114 232,449
Software    
Property and Equipment, net    
Property and equipment, gross 90,835 87,327
Construction in progress and software in development    
Property and Equipment, net    
Property and equipment, gross $ 59,954 $ 81,256
v3.24.0.1
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill      
Balance (excluding impairment charges)     $ 725,471
Accumulated impairment charges     (241,837)
Balance $ 622,423 $ 483,634  
Acquisitions 88,799 138,789  
Balance $ 711,222 622,423  
Useful lives (in years) 11 years 2 months 12 days    
Good Sam Services and Plans      
Goodwill      
Balance (excluding impairment charges)     70,713
Accumulated impairment charges     (46,884)
Balance $ 24,234 23,829  
Acquisitions   405  
Balance 24,234 24,234  
RV and Outdoor Retail      
Goodwill      
Balance (excluding impairment charges)     654,758
Accumulated impairment charges     $ (194,953)
Balance 598,189 459,805  
Acquisitions 88,799 138,384  
Goodwill impairment 0 0  
Balance $ 686,988 $ 598,189  
Membership, customer lists and other | Good Sam Services and Plans      
Goodwill      
Useful lives (in years) 5 years 4 months 24 days    
Customer lists and domain names | RV and Outdoor Retail      
Goodwill      
Useful lives (in years) 5 years 3 months 18 days    
Supplier Lists | RV and Outdoor Retail      
Goodwill      
Useful lives (in years) 5 years    
Trademarks and trade names | RV and Outdoor Retail      
Goodwill      
Useful lives (in years) 15 years    
Trademarks and trade names | Good Sam services and plans      
Goodwill      
Useful lives (in years) 15 years    
Websites | Good Sam Services and Plans      
Goodwill      
Useful lives (in years) 7 years    
Websites | RV and Outdoor Retail      
Goodwill      
Useful lives (in years) 10 years    
v3.24.0.1
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Intangible Assets        
Cost or Fair Value   $ 55,637 $ 59,227  
Accumulated Amortization   (41,920) (38,282)  
Net   13,717 20,945  
Amortization expense   3,800 13,500 $ 4,800
Good Sam services and plans | Membership, customer lists and other        
Intangible Assets        
Cost or Fair Value   9,640 9,640  
Accumulated Amortization   (9,246) (8,971)  
Net   394 669  
Good Sam services and plans | Trademarks and trade names        
Intangible Assets        
Cost or Fair Value   2,132 2,132  
Accumulated Amortization   (238) (95)  
Net   1,894 2,037  
Good Sam services and plans | Websites        
Intangible Assets        
Cost or Fair Value   3,050 3,050  
Accumulated Amortization   (1,118) (682)  
Net   1,932 2,368  
RV and Outdoor Retail | Customer lists and domain names        
Intangible Assets        
Cost or Fair Value   5,543 5,626  
Accumulated Amortization   (3,269) (2,880)  
Net   2,274 2,746  
RV and Outdoor Retail | Supplier Lists        
Intangible Assets        
Cost or Fair Value   1,696 1,696  
Accumulated Amortization   (1,102) (763)  
Net   594 933  
RV and Outdoor Retail | Trademarks and trade names        
Intangible Assets        
Cost or Fair Value   27,251 29,564  
Accumulated Amortization   (21,390) (19,691)  
Net   5,861 9,873  
Incremental accelerated amortization expense $ 8,800      
RV and Outdoor Retail | Websites        
Intangible Assets        
Cost or Fair Value   6,325 7,519  
Accumulated Amortization   (5,557) (5,200)  
Net   $ 768 $ 2,319  
v3.24.0.1
Goodwill and Intangible Assets - Finite-lived Intangible Assets Weighted-average Useful Lives (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-lived intangible assets    
2024 $ 3,369  
2025 3,068  
2026 2,478  
2027 2,437  
2028 930  
Thereafter 1,435  
Net $ 13,717 $ 20,945
v3.24.0.1
Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accrued Liabilities    
Compensation and benefits $ 51,999 $ 45,043
Other accruals 97,097 102,790
Total $ 149,096 $ 147,833
v3.24.0.1
Long-Term Debt - Outstanding long term debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Long-Term Debt    
Long-term debt $ 1,521,079 $ 1,509,645
Less: current portion (22,121) (25,229)
Long-term debt, net of current portion 1,498,958 1,484,416
Unamortized discount 12,000  
Finance costs 8,000  
Liabilities related to assets held for sale 17,288 0
Term Loan Facility    
Long-Term Debt    
Long-term debt 1,346,229 1,360,454
Less: current portion (14,015) (14,015)
Long-term debt, net of current portion 1,332,214 1,346,439
Unamortized discount 12,016 14,224
Finance costs 4,721 5,807
Real Estate Facilities    
Long-Term Debt    
Long-term debt 166,604 145,911
Finance costs 3,300 3,400
Other Long-Term Debt    
Long-Term Debt    
Long-term debt $ 8,246 $ 3,280
v3.24.0.1
Long Term Debt - Future Maturities (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Long-Term Debt.  
2024 $ 24,475
2025 24,489
2026 34,856
2027 143,595
2028 1,309,687
Thereafter 4,021
Total $ 1,541,123
v3.24.0.1
Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Jun. 30, 2021
Senior Secured Credit Facilities      
Long-Term Debt      
Maximum borrowing capacity, increase in capacity $ 725.0    
Amount of EBITDA that can be used to increase credit facility (as a percent) 100.00%    
Term Loan Facility      
Long-Term Debt      
Maximum borrowing capacity $ 1,400.0 $ 1,400.0  
Effective interest rate (as a percent) 8.21% 7.03%  
Principle payment on Term Loan Facility $ 3.5    
Revolving Credit Facility      
Long-Term Debt      
Maximum borrowing capacity $ 65.0 $ 65.0  
Line of Credit | Term Loan Facility      
Long-Term Debt      
Prepayment requirement as a percentage of excess cash flow (as a percent) 50.00%    
Line of Credit | Revolving Credit Facility      
Long-Term Debt      
Amount subtracted from aggregate borrowings in determining compliance with the total leverage ratio $ 37.3    
Letters of credit | Revolving Credit Facility      
Long-Term Debt      
Maximum borrowing capacity $ 15.0   $ 25.0
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments 35.00%    
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%    
v3.24.0.1
Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Long-term debt    
Less: unamortized original issue discount $ (12,000)  
Less: unamortized finance costs (8,000)  
Long-Term Debt 1,521,079 $ 1,509,645
Less: current portion (22,121) (25,229)
Long-term debt, net of current portion 1,498,958 1,484,416
Less: outstanding letters of credit (17,200) (16,300)
Senior Secured Credit Facilities    
Long-term debt    
Less: outstanding letters of credit (4,900) (4,900)
Term Loan Facility    
Long-term debt    
Principal amount of borrowings 1,400,000 1,400,000
Less: cumulative principal payments (37,034) (19,515)
Less: unamortized original issue discount (12,016) (14,224)
Less: unamortized finance costs (4,721) (5,807)
Long-Term Debt 1,346,229 1,360,454
Less: current portion (14,015) (14,015)
Long-term debt, net of current portion $ 1,332,214 $ 1,346,439
Average interest rate (as a percent) 7.97% 6.80%
Effective interest rate (as a percent) 8.21% 7.03%
Revolving Credit Facility    
Long-term debt    
Principal amount of borrowings $ 65,000 $ 65,000
Less: outstanding letters of credit (4,930) (4,930)
Less: availability reduction due to Total Leverage Ratio (37,320)  
Additional letters of credit capacity $ 22,750 $ 60,070
v3.24.0.1
Long-Term Debt - Real Estate Facilities (Details)
$ in Thousands
1 Months Ended 12 Months Ended
Oct. 27, 2022
USD ($)
Jun. 30, 2023
USD ($)
property
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Sep. 30, 2021
USD ($)
Nov. 30, 2018
USD ($)
Long-term debt              
Revolving line of credit     $ 20,885 $ 20,885      
Payments of outstanding balance     0 $ 0 $ 20,000    
M & T Real Estate Facility              
Long-term debt              
Maximum borrowing capacity $ 250,000            
Maximum borrowing capacity, increase in capacity $ 100,000            
Commitment fee (as a percent) 0.20%            
Debt instrument face amount     $ 59,200        
M & T Real Estate Facility | SOFR              
Long-term debt              
Variable rate spread (as a percent) 2.30%            
M & T Real Estate Facility | Federal Funds Effective Rate              
Long-term debt              
Variable rate spread (as a percent) 1.80%            
M & T Real Estate Facility | Prime Rate              
Long-term debt              
Variable rate spread (as a percent) 1.30%            
First CIBC Real Estate Facility | Secured Debt              
Long-term debt              
Maximum borrowing capacity             $ 21,500
Second CIBC Real Estate Facility              
Long-term debt              
Payments of outstanding balance   $ 7,400          
Number of properties with associated secured borrowings | property   1          
Second CIBC Real Estate Facility | Secured Debt              
Long-term debt              
Maximum borrowing capacity           $ 9,000  
Third CIBC Real Estate Facility | Secured Debt              
Long-term debt              
Maximum borrowing capacity         $ 10,100    
v3.24.0.1
Long-Term Debt - Real Estate Facilities - Summary (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Outstanding notes $ 1,521,079 $ 1,509,645
Less: Amount reclassified to liabilities related to assets held for sale (17,288)  
Real Estate Facilities    
Debt Instrument [Line Items]    
Outstanding notes 166,604 $ 145,911
Remaining Available 68,394  
M & T Real Estate Facility    
Debt Instrument [Line Items]    
Outstanding notes 171,182  
Remaining Available $ 68,394  
Wtd. Average Interest Rate 7.66%  
First CIBC Real Estate Facility    
Debt Instrument [Line Items]    
Outstanding notes $ 3,655  
Wtd. Average Interest Rate 8.36%  
Third CIBC Real Estate Facility    
Debt Instrument [Line Items]    
Outstanding notes $ 9,055  
Wtd. Average Interest Rate 8.11%  
v3.24.0.1
Long-Term Debt - Other Long-Term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Long-Term Debt    
Long-term debt $ 1,521,079 $ 1,509,645
Other Long-Term Debt    
Long-Term Debt    
Long-term debt $ 8,246 $ 3,280
Debt Instrument, Interest Rate, Stated Percentage 4.27%  
v3.24.0.1
Lease Obligations - General Information (Details) - lease
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Leases    
Number of operating leases 242  
Number of finance leases 13  
Weighted-average remaining lease term of operating lease 11 years 3 months 18 days 11 years 9 months 18 days
Weighted-average remaining finance lease 17 years 4 months 24 days 15 years 4 months 24 days
Weighted-average discount rate of operating leases 7.10% 6.90%
Weighted-average discount rate of finance leases 6.00% 5.70%
Minimum    
Leases    
Renewal term of lease 1 year  
Maximum    
Leases    
Renewal term of lease 5 years  
v3.24.0.1
Lease Obligations - Financial Statement Line Items (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Lease Obligations    
Finance lease assets $ 100.4 $ 88.1
v3.24.0.1
Lease Obligations - Lease Costs (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Lease costs    
Operating lease cost $ 118,082 $ 113,411
Amortization of finance lease assets 3,253 11,931
Interest on finance lease liabilities 6,069 5,005
Short-term lease cost 1,940 1,880
Variable lease cost 22,913 23,607
Sublease income (2,726) (1,713)
Net lease costs $ 149,531 $ 154,121
v3.24.0.1
Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Lease Obligations    
Operating cash flows for operating leases $ 117,160 $ 114,176
Operating cash flows for finance leases 6,064 4,928
Financing cash flows for finance leases 5,496 5,977
New, remeasured, and terminated operating leases 59,858 52,698
New, remeasured and terminated finance leases $ 20,557 $ 24,440
v3.24.0.1
Lease Obligations - Lease Maturity (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Operating lease liabilities    
2024 $ 118,972  
2025 118,480  
2026 116,393  
2027 107,755  
2028 103,047  
Thereafter 656,054  
Total lease payments 1,220,701  
Less: Imputed interest (393,048)  
Total lease obligations 827,653  
Less: Current portion (63,695) $ (61,745)
Operating lease liabilities - Non-Current 763,958 764,835
Finance lease liabilities    
2024 23,352  
2025 10,644  
2026 10,563  
2027 10,009  
2028 9,630  
Thereafter 109,180  
Total lease payments 173,378  
Less: Imputed interest (58,494)  
Total lease obligations 114,884  
Less: Current portion (17,133) (10,244)
Finance lease liabilities, net of current portion $ 97,751 $ 94,216
v3.24.0.1
Lease Obligations - Sale-Leaseback Arrangement (Details)
$ in Millions
Feb. 08, 2022
USD ($)
property
agreement
Options
Lease Obligations  
Number of properties associated in sale leaseback transaction | property 3
Sale price of properties $ 28.0
Number of sale-leaseback agreements | agreement 3
Term of sale leaseback transaction 20 years
Number of options to extend sale-leaseback term | Options 4
Extension term of sale leaseback 5 years
Net carrying amount of the financial liability and remaining assets $ 0.0
v3.24.0.1
Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current:      
Federal $ 9,123 $ 44,613 $ 74,124
State 1,558 11,170 23,890
Deferred:      
Federal (9,217) 17,588 13,024
State (2,663) 25,713 (18,914)
Income tax (benefit) expense $ (1,199) $ 99,084 $ 92,124
v3.24.0.1
Income Taxes - Reconciliation (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of income tax expense from operations to the federal statutory rate        
Change in valuation allowance for certain state deferred tax assets   $ 66,700 $ 15,200  
Increases to the valuation allowance     16,800 $ 13,000
Income taxes computed at federal statutory rate   10,374 94,524 154,182
State income taxes - net of federal benefit   (2,645) 8,362 15,261
State and local taxes on pass-through entities   1,948 3,736 5,004
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the company   (3,927) (53,461) (81,013)
Effect of LLC Conversion   (85,790) 208,833 0
Increase (decrease) in valuation allowance   66,679 (164,257) (2,234)
Impact of other state tax rate changes   4,900 967 1,927
Accrual to return   8,314 (1,135) (3,768)
Tax credits   (582) (743) (565)
Uncertain Tax Positions   (547) 1,519 501
Other   77 739 2,829
Income tax (benefit) expense   (1,199) 99,084 92,124
Tax Receivable Agreement liability adjustment   600   700
Deferred tax assets, valuation allowance   231,692 154,975  
Total Tax Impact of LLC Conversion     $ 28,400  
Capital loss carryforward        
Reconciliation of income tax expense from operations to the federal statutory rate        
Change in valuation allowance for certain state deferred tax assets   132,200    
LLC Conversion        
Reconciliation of income tax expense from operations to the federal statutory rate        
Change in valuation allowance for certain state deferred tax assets   (52,500)    
Activities not related to the LLC Conversion        
Reconciliation of income tax expense from operations to the federal statutory rate        
Change in valuation allowance for certain state deferred tax assets   $ (13,000)    
CWGS, LLC        
Reconciliation of income tax expense from operations to the federal statutory rate        
Ownership interest   100.00% 100.00%  
Federal        
Reconciliation of income tax expense from operations to the federal statutory rate        
Income tax (benefit) expense       $ 0
Minimum | CWGS, LLC        
Reconciliation of income tax expense from operations to the federal statutory rate        
Ownership interest 50.00%      
Maximum        
Reconciliation of income tax expense from operations to the federal statutory rate        
Tax Receivable Agreement liability adjustment     $ 100  
CWGS, LLC        
Reconciliation of income tax expense from operations to the federal statutory rate        
Increase (decrease) in valuation allowance     180,400  
Reduction of deferred tax assets valuation allowance as a result of the LLC Conversion   $ 81,700    
Reduction of deferred tax assets valuation allowance related to entity classification election   $ 4,100    
Deferred tax assets, valuation allowance     600  
Deferred income tax expense due to derecognition of deferred tax assets     209,400  
CW        
Reconciliation of income tax expense from operations to the federal statutory rate        
Income tax (benefit) expense     0  
Deferred tax assets, valuation allowance     $ 600  
CWH | CWGS, LLC        
Reconciliation of income tax expense from operations to the federal statutory rate        
Ownership interest   52.90% 50.20% 51.20%
v3.24.0.1
Income Taxes - Carrying amounts of assets and liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred tax liabilities    
Operating lease assets $ (5,375) $ (5,897)
Other (101) (80)
Total deferred tax liabilities (5,476) (5,977)
Deferred tax assets    
Investment in partnership ("Outside Basis Deferred Tax Asset") 207,013 253,550
Capital loss carryforward 132,248  
Tax Receivable Agreement liability 40,702 43,223
Operating lease liabilities 5,678 6,150
Business interest expense carryforward 5,597  
Net operating loss carryforward 2,061 22
Other reserves 1,195 1,234
Gross deferred tax assets 394,494 304,179
Valuation allowance (231,692) (154,975)
Net deferred tax assets $ 157,326 $ 143,227
v3.24.0.1
Income Taxes - Federal Tax purpose (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2021
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
item
shares
Dec. 31, 2021
USD ($)
Jan. 02, 2023
USD ($)
Tax benefit related to the LLC Conversion   $ 2,000      
Tax benefit related to an entity classification election   4,100      
Total Tax Impact of LLC Conversion     $ 28,400    
Effective Income Tax Rate Reconciliation, Effect of LLC Conversion   (85,790) 208,833 $ 0  
Increase (decrease) in valuation allowance   66,679 (164,257) $ (2,234)  
Valuation allowance for state deferred tax assets   66,700 15,200    
Current portion of liabilities under tax receivable agreement   12,943 10,873    
Amount of tax effect due to LLC conversion   0      
State net operating loss carryforwards   34,300      
Excess business interest expense   42,600 $ 0    
Tax (benefit) related to its business interest expense carryforward   (5,600)      
Shares repurchased (in shares) | shares     2,592,524    
Uncertain tax positions   $ 3,300 $ 4,500    
CWGS, LLC          
Increase (decrease) in valuation allowance     180,400    
Tax receivable agreement          
Expected future tax benefits retained by the Company (as a percent)   15.00%      
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%      
Tax receivable agreement | Crestview Partners II GP LP | Related party          
Liability under tax receivable agreement   $ 162,800 170,600    
Current portion of liabilities under tax receivable agreement   12,900 10,900    
Increase in tax receivable agreement liability   5,600 500    
Increase Decrease In Deferred Tax Asset Due To Tax Receivable Agreement.   $ 6,500 $ 600    
CWGS, LLC          
Ownership interest   100.00% 100.00%    
Number of income tax examinations | item     1    
CWGS, LLC | Minimum          
Ownership interest 50.00%        
CWGS, LLC | Tax receivable agreement          
Units redeemed | shares   2,000,000 50,000    
CWH | CWGS, LLC          
Ownership interest   52.90% 50.20% 51.20%  
Crestview Partners II GP LP | CWGS, LLC          
Common units redemption | shares   2,000,000 50,000    
Number of units redeemed | shares   2,000,000 50,000    
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | Federal          
Net operating loss carryforwards         $ 151,700
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | State          
Net operating loss carryforwards         $ 3,900
v3.24.0.1
Fair Value Measurements (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Fair Value Measurements    
Transfers of assets from level 1 to level 2 $ 0 $ 0
Transfers of assets from level 2 to level 1 0 0
Transfers of liabilities from level 1 to level 2 0 0
Transfers of liabilities from level 2 to level 1 0 0
Transfers of assets between the fair value measurement levels 3 0 0
Transfers of liabilities between the fair value measurement levels 3 0 0
Liabilities related to assets held for sale 17,288 0
Level 2 | Carrying Value | Term Loan Facility    
Fair Value Measurements    
Debt instrument 1,346,229 1,360,454
Level 2 | Carrying Value | Floor Plan Facility    
Fair Value Measurements    
Debt instrument 20,885 20,885
Level 2 | Carrying Value | Real Estate Facilities    
Fair Value Measurements    
Debt instrument 183,892 145,911
Liabilities related to assets held for sale 17,300  
Level 2 | Carrying Value | Other Long-Term Debt    
Fair Value Measurements    
Debt instrument 8,246 3,280
Level 2 | Fair Value | Term Loan Facility    
Fair Value Measurements    
Debt instrument 1,328,892 1,394,290
Level 2 | Fair Value | Floor Plan Facility    
Fair Value Measurements    
Debt instrument 21,732 19,823
Level 2 | Fair Value | Real Estate Facilities    
Fair Value Measurements    
Debt instrument 195,029 145,664
Level 2 | Fair Value | Other Long-Term Debt    
Fair Value Measurements    
Debt instrument $ 6,702 $ 2,944
v3.24.0.1
Commitments and Contingencies (Details)
$ in Millions
Dec. 31, 2023
USD ($)
agreement
Dec. 31, 2022
USD ($)
Commitments and Contingencies    
Self Insurance Reserve $ 29.4 $ 26.3
Letters of credit $ 17.2 16.3
Number of subscription agreement | agreement 51  
FreedomRoads, LLC Floor Plan Facility    
Commitments and Contingencies    
Letters of credit $ 12.3 $ 11.4
Broad market sponsorship agreement    
Other agreements    
2024 4.4  
2025 2.6  
2026 1.9  
2027 0.4  
2028 0.4  
Subscription agreement    
Other agreements    
2024 10.8  
2025 8.2  
2026 2.0  
2027 0.1  
2028 0.1  
Thereafter $ 0.1  
v3.24.0.1
Commitments and Contingencies - Litigation (Details)
Jul. 14, 2023
USD ($)
May 31, 2023
USD ($)
Oct. 08, 2021
USD ($)
Dec. 31, 2023
USD ($)
Jul. 17, 2023
D
Dec. 31, 2022
USD ($)
Jun. 22, 2021
lawsuit
Commitments and Contingencies              
Letters of Credit Outstanding, Amount       $ 17,200,000   $ 16,300,000  
Surety Bond              
Commitments and Contingencies              
Outstanding surety bonds       23,200,000   22,000,000.0  
Senior Secured Credit Facilities              
Commitments and Contingencies              
Letters of Credit Outstanding, Amount       4,900,000   4,900,000  
Letters of credit | Floor Plan Facility              
Commitments and Contingencies              
Letters of Credit Outstanding, Amount       $ 12,300,000   $ 11,371,000  
Weissmann              
Commitments and Contingencies              
Number of lawsuits | lawsuit             1
Precise Complaint              
Commitments and Contingencies              
Number of day for stipulation order to be become final upon expiration of appeal period | D         10    
Damages awarded   $ 7,100,000          
Amount the Company is entitled to   $ 3,700,000          
Litigation fee to be reimbursed $ 3,500            
Minimum | Weissmann              
Commitments and Contingencies              
Damages sought by plaintiff     $ 2,500,000        
v3.24.0.1
Related Party Transactions (Details) - Related party - USD ($)
$ in Millions
1 Months Ended 12 Months Ended
Oct. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Mr. Lemonis | Buildings | Lincolnshire, Illinois        
Related party transactions        
Payment to purchase property $ 4.5      
Reimbursable Fees | Mr. Lemonis        
Related party transactions        
Other Liabilities       $ 0.1
Related Party Agreement | Andris A. Baltins        
Related party transactions        
Related party expense   $ 0.1 $ 0.2 0.3
Related Party Agreement | Precise Graphix        
Related party transactions        
Other Operating Income       0.2
FreedomRoads | Lease Agreement | Mr. Lemonis        
Related party transactions        
Related party expense   0.9 0.9 0.8
FreedomRoads | Lease Agreement | Managers and Officers        
Related party transactions        
Related party expense   3.4 3.4 $ 2.2
Stephen Adams | Related Party Agreement | Andris A. Baltins        
Related party transactions        
Related party expense   $ 0.1 $ 0.1  
v3.24.0.1
Acquisitions - General Information (Details)
$ in Millions
1 Months Ended 12 Months Ended
Apr. 30, 2022
USD ($)
Dec. 31, 2023
USD ($)
location
Dec. 31, 2022
USD ($)
location
Center
Acquisitions      
Real properties purchased     $ 55.7
RV Dealership Groups      
Acquisitions      
Number of locations to be open after current reporting period | location   4  
Real Property      
Acquisitions      
Real properties purchased   $ 72.4  
Borrowings for purchase of businesses   5.2  
RV and Outdoor Retail | RV Dealership Groups      
Acquisitions      
Cash paid for acquisition   $ 209.5 $ 213.6
Number of locations acquired | location   18 11
Borrowings for purchase of businesses     $ 59.9
RV and Outdoor Retail | RV Service Center      
Acquisitions      
Number of locations acquired | location     1
Service center acquired | Center     1
Good Sam Services and Plans | Outdoor Publication      
Acquisitions      
Cash paid for acquisition $ 3.4    
v3.24.0.1
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Tangible assets (liabilities) acquired (assumed):      
Goodwill $ 711,222 $ 622,423 $ 483,634
Cash paid for acquisitions, net of cash acquired 209,459 217,034 $ 100,117
RV and Outdoor Retail | 2023 Acquisitions      
Tangible assets (liabilities) acquired (assumed):      
Inventories, net 119,672    
Prepaid expenses and other assets 170    
Property and equipment, net 1,407    
Operating lease assets 916    
Accounts payable (6)    
Accrued liabilities (63)    
Current portion of operating lease liabilities (208)    
Other current liabilities (520)    
Operating lease liabilities, net of current portion (708)    
Total tangible net assets acquired 120,660    
Goodwill 88,799    
Cash paid for acquisitions, net of cash acquired 209,459    
Inventory purchases financed via floor plan (100,331)    
Cash payment net of floor plan financing $ 109,128    
RV and Outdoor Retail | 2022 Acquisitions      
Tangible assets (liabilities) acquired (assumed):      
Accounts receivable, net   (68)  
Inventories, net   75,766  
Prepaid expenses and other assets   207  
Property and equipment, net   583  
Operating lease assets   1,558  
Accounts payable   0  
Accrued liabilities   (687)  
Current portion of operating lease liabilities   (500)  
Other current liabilities   (188)  
Operating lease liabilities, net of current portion   (1,058)  
Total tangible net assets acquired   75,613  
Total intangible assets acquired   2,632  
Goodwill   138,789  
Cash paid for acquisitions, net of cash acquired   217,034  
Inventory purchases financed via floor plan   (59,935)  
Cash payment net of floor plan financing   $ 157,099  
v3.24.0.1
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Acquisitions    
Useful lives (in years) 11 years 2 months 12 days  
2022 Acquisitions | Trademarks and trade names    
Acquisitions    
Intangible assets   $ 2.1
Useful lives (in years)   15 years
2022 Acquisitions | Other intangible assets    
Acquisitions    
Intangible assets   $ 0.5
Useful lives (in years)   3 years
Assets Or Stock Of Multiple Dealership Locations Acquired [Member]    
Acquisitions    
Goodwill for tax purposes $ 88.8 $ 138.8
Revenue 99.8 83.3
Pre-tax income (loss) $ 8.1 $ (2.0)
v3.24.0.1
Statement of Cash Flows (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash paid (refunded) during the period for:      
Interest $ 214,082 $ 106,997 $ 58,424
Income taxes 3,352 54,579 99,557
Non-cash investing and financing activities:      
Leasehold improvements paid by lessor 256 361 0
Vehicles transferred to property and equipment from inventory 295 979 931
Capital expenditures in accounts payable and accrued liabilities 5,833 12,377 9,726
Purchase of real property through assumption of other long-term debt 5,185 0 0
Note receivable exchanged for amounts owed by other investment 2,153 0 0
Par value of Class A common stock issued for redemption of common units in CWGS, LLC 20 1 47
Cost of treasury stock issued for vested restricted stock units 29,542 42,640 34,756
Cost of treasury stock issued for stock award to employee $ 0 $ 0 $ 19,586
v3.24.0.1
Benefit Plan (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Minimum age to participate in 401(k) plan 18 years    
Contribution expenses $ 2.8 $ 0.0 $ 0.0
Non-highly Compensated Employees      
Portion of eligible compensation that may be deferred (as a percent) 75.00%    
Highly Compensated Employees      
Portion of eligible compensation that may be deferred (as a percent) 15.00%    
v3.24.0.1
Stockholders' Equity - Common Stock (Details)
1 Months Ended 12 Months Ended
Nov. 30, 2022
USD ($)
Dec. 31, 2023
USD ($)
Vote
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
Jan. 31, 2022
USD ($)
Aug. 31, 2021
USD ($)
Oct. 31, 2020
USD ($)
Common Stock              
Proceeds from short-swing profit disgorgement   $ 0 $ 58,000 $ 0      
Consideration for redemption of shares   0          
Stock Repurchase Program              
Authorized amount for stock repurchase program             $ 100,000,000.0
Additional amount authorized under stock repurchase program         $ 152,700,000 $ 125,000,000.0  
Shares repurchased (in shares) | shares     2,592,524        
Payment for share repurchased   0 $ 79,757,000 $ 156,256,000      
Weighted average price (per share) | $ / shares     $ 30.76        
Remaining approve amount   $ 120,200,000          
Mr. Lemonis              
Common Stock              
Proceeds from short-swing profit disgorgement $ 58,000            
Class A common stock              
Common Stock              
Votes per share | Vote   1          
Class B common stock              
Common Stock              
Votes per share | Vote   1          
Class C common stock              
Common Stock              
Voting power (as a percent)   5.00%          
2016 Plan              
Stock Repurchase Program              
Stock award to employee (In shares) | shares   579,176 852,508        
M L Related Parties | Class B common stock              
Common Stock              
Voting power (as a percent)   47.00%          
M L Related Parties | Common Class A And Class B | CWGS, LLC | Minimum              
Common Stock              
Percentage of ownership   27.50%          
v3.24.0.1
Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Non-Controlling Interests      
Units held 85,064,652 84,485,476  
Ownership interest 100.00% 100.00%  
CWH      
Non-Controlling Interests      
Units held 45,020,116 42,440,940  
Ownership interest 52.90% 50.20% 51.20%
Continuing Equity Owners      
Non-Controlling Interests      
Units held 40,044,536 42,044,536  
Ownership interest 47.10% 49.80%  
v3.24.0.1
Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($)
1 Months Ended 12 Months Ended
Jan. 01, 2023
Dec. 31, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Summarizes the effects of change in ownership:          
Net income attributable to Camping World Holdings, Inc.     $ 31,044,000 $ 136,947,000 $ 278,461,000
Transfers to non-controlling interests:          
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests     17,148,000 131,227,000 $ 321,423,000
Class B common stock          
Non-Controlling Interests          
Common units cancelled         4,000,000.0
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     (485,000) (245,000) $ (2,017,000)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units     (25,080,000) (35,831,000) (28,493,000)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs     3,016,000 2,371,000 (989,000)
Decrease in additional paid-in capital as a result of the stock award to employee         (15,551,000)
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee         (160,000)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock       27,561,000 74,487,000
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC     $ 8,653,000 $ 424,000 $ 15,685,000
Common Unit Giftees          
Non-Controlling Interests          
Common Units, Redemption   540,699     540,699
Number of shares gifted       2,000,000 540,699
Additional consideration   $ 0     $ 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 2,000,000 540,699     540,699
Common Unit Giftees | Class B common stock          
Non-Controlling Interests          
Number of shares issued       2,000,000 540,699
Shares cancelled 2,000,000        
Common units cancelled   540,699     540,699
Crestview Partners II GP LP          
Non-Controlling Interests          
Additional consideration         $ 0
Crestview Partners II GP LP | Class A common stock          
Non-Controlling Interests          
Class A common stock issued in exchange for common units in CWGS, LLC   4,000,000.0     4,000,000.0
Crestview Partners II GP LP | Class B common stock          
Non-Controlling Interests          
Common units cancelled         4,000,000.0
Crestview Partners II GP LP | CWGS, LLC          
Non-Controlling Interests          
Partial common units redeemed         4,000,000.0
Common Units, Redemption     2,000,000 50,000  
Number of units redeemed     2,000,000 50,000  
v3.24.0.1
Equity-Based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Equity-based compensation expense:      
Equity based compensation expense $ 24,086 $ 33,847 $ 47,936
Total income tax benefit recognized related to equity-based compensation 3,205 3,809 5,982
Costs applicable to revenue      
Equity-based compensation expense:      
Equity based compensation expense 895 689 762
Selling, general, and administrative      
Equity-based compensation expense:      
Equity based compensation expense $ 23,191 $ 33,158 $ 47,174
v3.24.0.1
Equity-Based Compensation Plans - Stock Options (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Oct. 31, 2016
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Plans        
Aggregate Intrinsic Value - Outstanding   $ 100 $ 200 $ 3,500
Actual tax benefit for the tax deductions from the exercise of stock options       600
Stock options additional information        
Aggregate Intrinsic Value - Outstanding   100 $ 200 $ 3,500
2016 Plan | Employee Stock Option [Member]        
Share-based Compensation Plans        
Number of awards available under the plan (in shares) 14,693,518      
Term of awards 10 years      
Aggregate Intrinsic Value - Outstanding   $ 836    
Stock Options        
Outstanding at December 31, 2022 (in shares)     238  
Exercised (in shares)   (18)    
Forfeited (in shares)   (27)    
Outstanding and exercisable at March 31, 2023 (in shares)   193    
Weighted Average Exercise Price        
Outstanding at December 31, 2022 (per share)   $ 21.92    
Exercised (per share)   21.75    
Forfeited (per share)   22.00    
Outstanding at March 31, 2023 (per share)   $ 21.92 $ 21.92  
Stock options additional information        
Aggregate Intrinsic Value - Outstanding   $ 836    
Weighted Average Remaining Contractual Life - Outstanding (in years)   2 years 8 months 12 days    
v3.24.0.1
Equity-Based Compensation Plans - Restricted Stock Units (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Dec. 31, 2021
Oct. 31, 2016
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Plans          
Intrinsic value of unvested units $ 38,700   $ 20,700 $ 35,100 $ 38,700
Actual tax benefit for the tax deductions from the vesting of restricted stock units     $ 2,800 $ 4,900 $ 5,600
Mr. Lemonis.          
Share-based Compensation Plans          
Grant date fair value (per unit) $ 39.14        
Actual tax benefit for the tax deductions from the vesting of restricted stock units $ 2,600        
Restricted Stock Units          
Granted (in shares) 510,986        
Grant date fair value (in dollars) $ 20,000        
Weighted Average Grant Date Fair Value          
Granted (per share) $ 39.14        
2016 Plan | Employees | Minimum          
Restricted Stock Units          
Vesting period   3 years      
2016 Plan | Employees | Maximum          
Restricted Stock Units          
Vesting period     5 years    
2016 Plan | Restricted Stock Units (RSUs)          
Share-based Compensation Plans          
Grant date fair value (per unit)     $ 19.72 $ 23.12 $ 35.31
Intrinsic value of unvested units     $ 49,200    
Unrecognized compensation costs recognition period (in years)     2 years 9 months 18 days    
Vested (in shares)     (843,000)    
Restricted Stock Units          
Outstanding at December 31, 2022 (in shares)     2,549,000    
Granted (in shares)     553,000    
Forfeited (in shares)     (384,000)    
Outstanding at March 31, 2023 (shares)     1,875,000 2,549,000  
Weighted Average Grant Date Fair Value          
Weighted average grant date fair value (per share)     $ 29.39 $ 32.08  
Granted (per share)     19.72 $ 23.12 $ 35.31
Vested (per share)     29.29    
Forfeited (per share)     $ 32.17    
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | Minimum          
Restricted Stock Units          
Vesting period     1 year    
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | Maximum          
Restricted Stock Units          
Vesting period     3 years    
v3.24.0.1
Equity-Based Compensation Plans - Consulting Agreement (Details) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share based compensation expense $ 24,086 $ 33,847 $ 47,936
2016 Plan | Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Outstanding (in units) 1,875 2,549  
Unrecognized compensation costs $ 47,700    
v3.24.0.1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerator:      
Net income $ 50,601 $ 351,031 $ 642,075
Less: net income attributable to non-controlling interests (19,557) (214,084) (363,614)
Net income attributable to Camping World Holdings, Inc. - basic 31,044 136,947 278,461
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs 0 938 0
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 15,392 0 266,381
Net income attributable to Camping World Holdings, Inc. - diluted $ 46,436 $ 137,885 $ 544,842
Stock Option      
Denominator:      
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock 50 0 0
Restricted Stock Units (RSUs)      
Denominator:      
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock 1,364 2,146 6
Class A common stock      
Denominator:      
Weighted-average shares of Class A common stock outstanding - basic 44,626 42,386 45,009
Dilutive options to purchase Class A common stock 20 56 150
Dilutive restricted stock units 281 412 1,165
Dilutive common units of CWGS, LLC that are convertible into Class A common stock 40,045 0 43,438
Weighted-average shares of Class A common stock outstanding - diluted 84,972 42,854 89,762
Earnings per share of Class A common stock - basic $ 0.70 $ 3.23 $ 6.19
Earnings per share of Class A common stock - diluted $ 0.55 $ 3.22 $ 6.07
CWGS, LLC | Common Units      
Denominator:      
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock 0 42,045 0
v3.24.0.1
Segments Information - General Information (Details)
12 Months Ended
Dec. 31, 2023
segment
Segments Information  
Number of reportable segments 2
v3.24.0.1
Segments Information - Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segments Information      
Revenue $ 6,226,547 $ 6,967,013 $ 6,913,754
Intersegment Eliminations      
Segments Information      
Revenue (13,155) (28,887) (26,466)
Good Sam Services and Plans      
Segments Information      
Revenue 193,827 192,128 180,722
Good Sam Services and Plans | Intersegment Eliminations      
Segments Information      
Revenue (1,000) (494) (204)
New vehicles      
Segments Information      
Revenue 2,576,278 3,228,077 3,299,454
New vehicles | Intersegment Eliminations      
Segments Information      
Revenue (4,972) (5,939) (6,548)
Used vehicles      
Segments Information      
Revenue 1,979,632 1,877,601 1,686,217
Used vehicles | Intersegment Eliminations      
Segments Information      
Revenue (4,233) (3,867) (3,638)
Products, service and other      
Segments Information      
Revenue 870,038 999,214 1,100,942
Products, service and other | Intersegment Eliminations      
Segments Information      
Revenue (610) (956) (1,465)
Finance and insurance, net      
Segments Information      
Revenue 562,256 623,456 598,475
Finance and insurance, net | Intersegment Eliminations      
Segments Information      
Revenue (2,340) (17,631) (14,611)
Good Sam Club      
Segments Information      
Revenue 44,516 46,537 47,944
Good Sam Services and Plans | Operating Segments      
Segments Information      
Revenue 194,827 192,622 180,926
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments      
Segments Information      
Revenue 194,827 192,622 180,926
RV and Outdoor Retail      
Segments Information      
Revenue 6,032,720 6,774,885 6,733,032
RV and Outdoor Retail | Operating Segments      
Segments Information      
Revenue 6,044,875 6,803,278 6,759,294
RV and Outdoor Retail | New vehicles      
Segments Information      
Revenue 2,576,278 3,228,077 3,299,454
RV and Outdoor Retail | New vehicles | Operating Segments      
Segments Information      
Revenue 2,581,250 3,234,016 3,306,002
RV and Outdoor Retail | Used vehicles      
Segments Information      
Revenue 1,979,632 1,877,601 1,686,217
RV and Outdoor Retail | Used vehicles | Operating Segments      
Segments Information      
Revenue 1,983,865 1,881,468 1,689,855
RV and Outdoor Retail | Products, service and other      
Segments Information      
Revenue 870,038 999,214 1,100,942
RV and Outdoor Retail | Products, service and other | Operating Segments      
Segments Information      
Revenue 870,648 1,000,170 1,102,407
RV and Outdoor Retail | Finance and insurance, net      
Segments Information      
Revenue 562,256 623,456 598,475
RV and Outdoor Retail | Finance and insurance, net | Operating Segments      
Segments Information      
Revenue 564,596 641,087 613,086
RV and Outdoor Retail | Good Sam Club      
Segments Information      
Revenue 44,516 46,537 47,944
RV and Outdoor Retail | Good Sam Club | Operating Segments      
Segments Information      
Revenue $ 44,516 $ 46,537 $ 47,944
v3.24.0.1
Segments Information - Segment Income (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segments Information      
Total segment income $ 267,074 $ 568,529 $ 799,544
Selling, general, and administrative 1,538,988 1,606,984 1,573,609
Depreciation and amortization (68,643) (80,304) (66,418)
Other interest expense, net (135,270) (75,745) (46,912)
Tax Receivable Agreement liability adjustment 2,442 114 (2,813)
Loss and expense on debt restructure     (13,468)
Other expense, net (1,769) (752) (122)
Income before income taxes 49,402 450,115 734,199
Operating Segments      
Segments Information      
Total segment income 266,374 619,421 873,611
Other interest expense, net (26,927) (14,859) (7,756)
Corporate, Non-Segment      
Segments Information      
Selling, general, and administrative 13,732 12,619 9,679
Other interest expense, net (108,343) (60,886) (39,156)
Good Sam Services and Plans | Operating Segments      
Segments Information      
Total segment income 106,748 90,857 74,765
Depreciation and amortization (3,278) (3,353) (3,009)
Other interest expense, net 204 (57) 3
RV and Outdoor Retail | Operating Segments      
Segments Information      
Total segment income 159,626 528,564 798,846
Depreciation and amortization (65,365) (76,951) (63,409)
Other interest expense, net $ (27,131) $ (14,802) $ (7,759)
v3.24.0.1
Segments Information - Depreciation and Amortization (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segments Information      
Depreciation and amortization $ 68,643 $ 80,304 $ 66,418
Good Sam Services and Plans | Operating Segments      
Segments Information      
Depreciation and amortization 3,278 3,353 3,009
RV and Outdoor Retail | Operating Segments      
Segments Information      
Depreciation and amortization $ 65,365 $ 76,951 $ 63,409
v3.24.0.1
Segments Information - Other Interest Expense, Net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segments Information      
Other interest expense, net $ 135,270 $ 75,745 $ 46,912
Operating Segments      
Segments Information      
Other interest expense, net 26,927 14,859 7,756
Corporate, Non-Segment      
Segments Information      
Other interest expense, net 108,343 60,886 39,156
Good Sam Services and Plans | Operating Segments      
Segments Information      
Other interest expense, net (204) 57 (3)
RV and Outdoor Retail | Operating Segments      
Segments Information      
Other interest expense, net $ 27,131 $ 14,802 $ 7,759
v3.24.0.1
Segment Information - Capital Expenditures (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segments Information      
Capital expenditures $ 198,274 $ 210,592 $ 247,811
Operating Segments      
Segments Information      
Capital expenditures 198,274 210,590 247,940
Corporate, Non-Segment      
Segments Information      
Capital expenditures   2 (129)
Good Sam Services and Plans | Operating Segments      
Segments Information      
Capital expenditures 4,040 5,099 1,856
RV and Outdoor Retail | Operating Segments      
Segments Information      
Capital expenditures $ 194,234 $ 205,491 $ 246,084
v3.24.0.1
Segments Information - Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Segments Information    
Assets $ 4,845,684 $ 4,800,147
Operating Segments    
Segments Information    
Assets 4,681,991 4,579,195
Corporate, Non-Segment    
Segments Information    
Assets 163,693 220,952
Good Sam Services and Plans | Operating Segments    
Segments Information    
Assets 113,619 130,841
RV and Outdoor Retail | Operating Segments    
Segments Information    
Assets $ 4,568,372 $ 4,448,354
v3.24.0.1
Schedule I - Condensed Financial Information of Registrant - Balance Sheets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 39,647 $ 130,131
Total current assets 2,349,112 2,483,662
Deferred tax asset 157,326 143,226
Total assets 4,845,684 4,800,147
Current liabilities:    
Accrued liabilities (149,096) (147,833)
Current portion of Tax Receivable Agreement liability 12,943 10,873
Total current liabilities 1,947,839 1,872,327
Liabilities under Tax Receivable Agreement, net of current portion 149,866 159,743
Total liabilities 4,631,477 4,552,461
Commitments and contingencies
Stockholders' equity:    
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding 0 0
Additional paid-in capital 98,280 106,051
Treasury stock, at cost; 4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively (159,440) (179,732)
Retained earnings 185,244 221,031
Total stockholders' equity attributable to Camping World Holdings, Inc. 124,584 147,830
Total liabilities and stockholders' equity 4,845,684 4,800,147
Class A common stock    
Stockholders' equity:    
Common stock 496 476
Class B common stock    
Stockholders' equity:    
Common stock 4 4
Class C common stock    
Stockholders' equity:    
Common stock 0 0
Parent Company | Reportable Legal Entities    
Current assets:    
Cash and cash equivalents 1,905 70,262
Affiliate Loan 30,000  
Prepaid income taxes and other 39 5,577
Total current assets 31,944 75,839
Deferred tax asset 155,928 141,807
Investment in subsidiaries 100,759 100,800
Total assets 288,631 318,446
Current liabilities:    
Income tax payable 1,238  
Current portion of Tax Receivable Agreement liability 12,943 10,873
Total current liabilities 14,181 10,873
Liabilities under Tax Receivable Agreement, net of current portion 149,866 159,743
Total liabilities 164,047 170,616
Commitments and contingencies
Stockholders' equity:    
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding
Additional paid-in capital 98,280 106,051
Treasury stock, at cost; 4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively (159,440) (179,732)
Retained earnings 185,244 221,031
Total stockholders' equity attributable to Camping World Holdings, Inc. 124,584 147,830
Total liabilities and stockholders' equity 288,631 318,446
Parent Company | Reportable Legal Entities | Class A common stock    
Stockholders' equity:    
Common stock 496 476
Parent Company | Reportable Legal Entities | Class B common stock    
Stockholders' equity:    
Common stock 4 4
Parent Company | Reportable Legal Entities | Class C common stock    
Stockholders' equity:    
Common stock
v3.24.0.1
Schedule I - Condensed Financial Information of Registrant - Balance Sheets Additional (Details) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
Stockholders' equity:    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, authorized 20,000,000 20,000,000
Preferred stock, issued 0 0
Treasury Stock, (In shares) 4,551,000 5,130,000
Class A common stock    
Stockholders' equity:    
Common stock, par value $ 0.01 $ 0.01
Common stock, authorized 250,000,000 250,000,000
Common stock, issued 49,571,000 47,571,000
Common stock, outstanding 45,020,000 42,441,000
Class B common stock    
Stockholders' equity:    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized 75,000,000 75,000,000
Common stock, issued 39,466,000 41,466,000
Common stock, outstanding 39,466,000 41,466,000
Class C common stock    
Stockholders' equity:    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized 1 1
Common stock, issued 1 1
Common stock, outstanding 1 1
Parent Company | Reportable Legal Entities    
Stockholders' equity:    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, authorized 20,000,000 20,000,000
Preferred stock, issued 0 0
Preferred stock, outstanding 0 0
Treasury Stock, (In shares) 4,551,000 5,130,000
Parent Company | Reportable Legal Entities | Class A common stock    
Stockholders' equity:    
Common stock, par value $ 0.01 $ 0.01
Common stock, authorized 250,000,000 250,000,000
Common stock, issued 49,571,000 47,571,000
Common stock, outstanding 45,020,000 42,441,000
Parent Company | Reportable Legal Entities | Class B common stock    
Stockholders' equity:    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized 75,000,000 75,000,000
Common stock, issued 39,466,000 41,466,000
Common stock, outstanding 39,466,000 41,466,000
Parent Company | Reportable Legal Entities | Class C common stock    
Stockholders' equity:    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized 1.000 1.000
Common stock, issued 1 1
Common stock, outstanding 1 1
v3.24.0.1
Schedule I - Condensed Financial Information of Registrant - Statements of Operations (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenue:      
Total revenue $ 6,226,547 $ 6,967,013 $ 6,913,754
Operating expenses:      
Selling, general, and administrative 1,538,988 1,606,984 1,573,609
Total operating expenses 1,611,575 1,693,755 1,656,784
Income from operations 267,074 568,529 799,544
Interest income, net 135,270 75,745 46,912
Tax Receivable Agreement liability adjustment 2,442 114 (2,813)
Other (expense) income, net (1,769) (752) (122)
Income before income taxes 49,402 450,115 734,199
Income tax benefit (expense) 1,199 (99,084) (92,124)
Net income attributable to Camping World Holdings, Inc. 31,044 136,947 278,461
Parent Company | Reportable Legal Entities      
Revenue:      
Total revenue $ 10,584 $ 10,069 $ 9,551
Revenue, Related Party, Type [Extensible Enumeration] Related Party [Member] Related Party [Member] Related Party [Member]
Operating expenses:      
Selling, general, and administrative $ 10,646 $ 10,069 $ 9,551
Total operating expenses 10,646 10,069 9,551
Income from operations (62) 0 0
Interest income, net (1,426) (477) (46)
Affiliate Loan interest income 39 0 0
Tax Receivable Agreement liability adjustment 2,442 114 (2,813)
Other (expense) income, net 0 139 402
Equity in net income of subsidiaries 21,463 215,271 378,657
Income before income taxes 25,308 216,001 376,292
Income tax benefit (expense) 5,736 (79,054) (97,831)
Net income attributable to Camping World Holdings, Inc. $ 31,044 $ 136,947 $ 278,461
v3.24.0.1
Schedule I - Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating activities      
Net Income (Loss) $ 31,044 $ 136,947 $ 278,461
Adjustments to reconcile net income to net cash provided by operating activities:      
Deferred tax expense (11,880) 43,301 (5,890)
Tax Receivable Agreement liability adjustment (2,442) (114) 2,813
Change in assets and liabilities, net of acquisitions:      
Accounts payable and other accrued expenses 287 (42,303) 52,694
Payment pursuant to Tax Receivable Agreement (10,937) (11,322) (8,089)
Net cash provided by operating activities 310,807 189,783 154,004
Investing activities      
Net cash used in investing activities (369,406) (422,535) (355,772)
Financing activities      
Dividends paid to Class A common stockholders (66,831) (105,387) (67,176)
Proceeds from exercise of stock options 389 541 4,111
Repurchases of Class A common stock to treasury stock 0 (79,757) (156,256)
Disgorgement of short-swing profits by Section 16 officer 0 58 0
Net cash (used in) provided by financing activities (31,885) 95,551 303,028
(Decrease) increase in cash and cash equivalents (90,484) (137,201) 101,260
Cash and cash equivalents at beginning of the period 130,131 267,332 166,072
Cash and cash equivalents at end of the period 39,647 130,131 267,332
Parent Company | Reportable Legal Entities      
Operating activities      
Net Income (Loss) 31,044 136,947 278,461
Adjustments to reconcile net income to net cash provided by operating activities:      
Equity in net income of subsidiaries (21,463) (215,271) (378,657)
Deferred tax expense (11,901) 28,672 8,210
Tax Receivable Agreement liability adjustment (2,442) (114) 2,813
Change in assets and liabilities, net of acquisitions:      
Prepaid income taxes and other assets 6,219 2,914 (57)
Accounts payable and other accrued expenses 1,238 0 0
Payment pursuant to Tax Receivable Agreement (10,937) (11,322) (8,089)
Net cash provided by operating activities (8,242) (58,174) (97,319)
Investing activities      
Purchases of LLC Interest from CWGS, LLC (389) (541) (4,111)
Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases 0 79,757 156,256
Distributions received from CWGS, LLC 36,716 162,767 198,138
Lent funds under Affiliate Loan (30,000) 0 0
Net cash used in investing activities 6,327 241,983 350,283
Financing activities      
Dividends paid to Class A common stockholders (66,831) (105,387) (67,176)
Proceeds from exercise of stock options 389 541 4,111
Repurchases of Class A common stock to treasury stock 0 (79,757) (156,256)
Disgorgement of short-swing profits by Section 16 officer 0 58 0
Net cash (used in) provided by financing activities (66,442) (184,545) (219,321)
(Decrease) increase in cash and cash equivalents (68,357) (736) 33,643
Cash and cash equivalents at beginning of the period 70,262 70,998 37,355
Cash and cash equivalents at end of the period $ 1,905 70,262 $ 70,998
Parent Company | Reportable Legal Entities | Class A common stock      
Financing activities      
Repurchases of Class A common stock to treasury stock   $ (79,800)  
v3.24.0.1
Schedule I - Condensed Financial Information of Registrant - Notes to Condensed Financial Statements (Details) - USD ($)
1 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Oct. 31, 2020
Stock Repurchase Program          
Shares repurchased (in shares)     2,592,524    
Payment for share repurchased   $ 0 $ 79,757,000 $ 156,256,000  
Weighted average price (per share)     $ 30.76    
Authorized amount for stock repurchase program         $ 100,000,000.0
Remaining approve amount $ 120,200,000 120,200,000      
Cash paid (refunded) during the period for:          
Interest   214,082,000 $ 106,997,000 58,424,000  
Income taxes   3,352,000 54,579,000 99,557,000  
Tax benefit related to an entity classification election   4,100,000      
Non-cash financing activities:          
Par value of Class A common stock issued for redemption of common units in CWGS, LLC   20,000 1,000 47,000  
Cost of treasury stock issued for vested restricted stock units   29,542,000 42,640,000 34,756,000  
Cost of treasury stock issued for stock award to employee   0 0 19,586,000  
Parent Company | Reportable Legal Entities          
Basis of Presentation          
Other Receivables, Net, Current 0 0 0    
Other Liabilities 162,800,000 162,800,000 170,600,000    
Commitments and Contingencies          
Income Tax Expense Additional Related To LLC Conversion   $ (3,100,000) 13,300,000    
Expected future payment, as percent of tax benefits (as a percent)   85.00%      
Stock Repurchase Program          
Payment for share repurchased   $ 0 79,757,000 156,256,000  
Cash paid (refunded) during the period for:          
Income taxes   (646,000) 47,601,000 87,588,000  
Tax benefit related to an entity classification election   4,100,000      
Non-cash financing activities:          
Par value of Class A common stock issued for redemption of common units in CWGS, LLC   20,000 1,000 47,000  
Cost of treasury stock issued for vested restricted stock units   $ 29,542,000 $ 42,640,000 34,756,000  
Cost of treasury stock issued for stock award to employee       $ 19,586,000  
Parent Company | Reportable Legal Entities | Class A common stock          
Stock Repurchase Program          
Shares repurchased (in shares)     2,592,524    
Payment for share repurchased     $ 79,800,000    
Weighted average price (per share)     $ 30.76    
Stock award to employee (In shares)   579,176 852,508    
Remaining approve amount 120,200,000 $ 120,200,000      
Parent Company | Reportable Legal Entities | Related Party [Member] | Continuing Equity Owners          
Basis of Presentation          
Other Liabilities 162,800,000 162,800,000 $ 170,600,000    
Parent Company | CWGS, LLC | Reportable Legal Entities          
Stock Repurchase Program          
Number of units returned     2,592,524    
Borrower | Parent Company | Reportable Legal Entities          
Affiliate Loan          
Maximum borrowing capacity $ 40,000,000.0 $ 40,000,000.0      
Variable rate spread (as a percent) 6.50%        
Period of time to give repayment demand 30 days 30 days      
Principal amount of borrowings $ 30,000,000.0 $ 30,000,000.0      
Effective interest rate (as a percent) 11.86% 11.86%      
Borrower | Parent Company | Reportable Legal Entities | Maximum          
Affiliate Loan          
Accrued interest $ 100,000 $ 100,000      
v3.24.0.1
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounts receivable allowance      
Valuation allowance and reserves      
Balance at Beginning of Period $ 4,222 $ 4,711 $ 3,393
Additions Charged to Expense (954) 675 1,568
Charged to Other Accounts 14 297 74
Charges Utilized (Write-off) (304) (1,461) (324)
Balance at End of Period 2,978 4,222 4,711
Noncurrent other assets allowance      
Valuation allowance and reserves      
Balance at Beginning of Period 37 42 0
Additions Charged to Expense 61 (5) 42
Charged to Other Accounts 0 0 0
Charges Utilized (Write-off) (37) 0 0
Balance at End of Period $ 61 $ 37 $ 42
v3.24.0.1
Schedule II - Valuation and Qualifying Accounts Deferred Tax Assets (Details) - Valuation allowance for deferred tax assets - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Valuation allowance and reserves      
Balance at Beginning of Period $ 154,976 $ 312,088 $ 295,946
Tax Valuation Allowance Charged to Income Tax Provision 0 0 0
Tax Valuation Allowance Credited to Income Tax Provision 66,678 (164,257) (2,234)
Charged to Other Accounts 10,038 7,145 18,376
Balance at End of Period $ 231,692 $ 154,976 $ 312,088
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net Income (Loss) $ 31,044 $ 136,947 $ 278,461
v3.24.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2023
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