Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
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 | 250 Parkway Drive, Suite 270 | |
Entity Address, City or Town | Lincolnshire | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60069 | |
City Area Code | 847 | |
Local Phone Number | 808-3000 | |
Title of 12(b) Security | Class A Common Stock, | |
Trading Symbol | CWH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001669779 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 44,466,636 | |
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 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 72,828 | $ 130,131 | $ 139,480 |
Contracts in transit | 104,148 | 50,349 | 135,513 |
Accounts receivable, net | 109,105 | 112,411 | 116,593 |
Inventories | 1,980,106 | 2,123,858 | 2,152,400 |
Prepaid expenses and other assets | 58,761 | 66,913 | 57,763 |
Assets held for sale | 13,971 | 0 | 0 |
Total current assets | 2,338,919 | 2,483,662 | 2,601,749 |
Property and equipment, net | 751,287 | 758,281 | 636,500 |
Operating lease assets | 729,958 | 742,306 | 748,893 |
Deferred tax assets, net | 145,413 | 143,226 | 185,616 |
Intangible assets, net | 15,381 | 20,945 | 21,450 |
Goodwill | 622,545 | 622,423 | 506,954 |
Other assets | 27,010 | 29,304 | 26,373 |
Total assets | 4,630,513 | 4,800,147 | 4,727,535 |
Current liabilities: | |||
Accounts payable | 185,652 | 127,691 | 221,990 |
Accrued liabilities | 172,428 | 147,833 | 224,995 |
Deferred revenues | 94,166 | 95,695 | 92,747 |
Current portion of operating lease liabilities | 61,421 | 61,745 | 63,490 |
Current portion of finance lease liabilities | 5,590 | 10,244 | 10,393 |
Current portion of Tax Receivable Agreement liability | 10,935 | 10,873 | 11,322 |
Current portion of long-term debt | 26,969 | 25,229 | 15,825 |
Notes payable - floor plan, net | 1,042,099 | 1,319,941 | 1,237,208 |
Other current liabilities | 77,924 | 73,076 | 78,369 |
Liabilities related to assets held for sale | 7,650 | 0 | 0 |
Total current liabilities | 1,684,834 | 1,872,327 | 1,956,339 |
Operating lease liabilities, net of current portion | 753,451 | 764,835 | 770,778 |
Finance lease liabilities, net of current portion | 100,701 | 94,216 | 72,192 |
Tax Receivable Agreement liability, net of current portion | 165,054 | 159,743 | 171,476 |
Revolving line of credit | 20,885 | 20,885 | 20,885 |
Long-term debt, net of current portion | 1,525,304 | 1,484,416 | 1,374,592 |
Deferred revenues | 68,690 | 70,247 | 69,902 |
Other long-term liabilities | 85,841 | 85,792 | 81,201 |
Total liabilities | 4,404,760 | 4,552,461 | 4,517,365 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding | 0 | 0 | 0 |
Additional paid-in capital | 114,017 | 106,051 | 126,071 |
Treasury stock, at cost; 5,104, 5,130, and 5,883 shares, respectively | (178,832) | (179,732) | (206,098) |
Retained earnings | 196,409 | 221,031 | 207,774 |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 132,094 | 147,830 | 128,227 |
Non-controlling interests | 93,659 | 99,856 | 81,943 |
Total stockholders' equity | 225,753 | 247,686 | 210,170 |
Total liabilities and stockholders' equity | 4,630,513 | 4,800,147 | 4,727,535 |
Class A common stock | |||
Stockholders' equity: | |||
Common stock | 496 | 476 | 476 |
Class B common stock | |||
Stockholders' equity: | |||
Common stock | 4 | 4 | 4 |
Class C common stock | |||
Stockholders' equity: | |||
Common stock | $ 0 | $ 0 | $ 0 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Stockholders' equity: | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 | 0 |
Preferred stock, outstanding | 0 | 0 | 0 |
Treasury Stock, (In shares) | 5,104,000 | 5,130,000 | 5,883,000 |
Class A common stock | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, issued | 49,571,000 | 47,571,000 | 47,855,000 |
Common stock, outstanding | 44,467,000 | 42,441,000 | 41,688,000 |
Class B common stock | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, issued | 39,466,000 | 41,466,000 | 69,066,000 |
Common stock, outstanding | 39,466,000 | 41,466,000 | 41,466,000 |
Class C common stock | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1 | 1 | 1 |
Common stock, issued | 1 | 1 | 1 |
Common stock, outstanding | 1 | 1 | 1 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 1,486,880 | $ 1,662,396 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||
Total costs applicable to revenue | 1,045,860 | 1,102,194 |
Operating expenses: | ||
Selling, general, and administrative | 365,726 | 385,315 |
Depreciation and amortization | 14,637 | 25,535 |
Long-lived asset impairment | 7,045 | 0 |
Lease termination | 0 | 178 |
(Gain) loss on sale or disposal of assets | (4,987) | 49 |
Total operating expenses | 382,421 | 411,077 |
Income from operations | 58,599 | 149,125 |
Other expense: | ||
Floor plan interest expense | (20,810) | (6,266) |
Other interest expense, net | (31,113) | (14,301) |
Other expense, net | (1,500) | (223) |
Total other expense | (53,423) | (20,790) |
Income before income taxes | 5,176 | 128,335 |
Income tax expense | (273) | (21,036) |
Net income | 4,903 | 107,299 |
Less: net income attributable to non-controlling interests | (1,734) | (62,569) |
Net income attributable to Camping World Holdings, Inc. | $ 3,169 | $ 44,730 |
Class A common stock | ||
Earnings per share of Class A common stock: | ||
Basic | $ 0.07 | $ 1.03 |
Diluted | $ 0.05 | $ 1.02 |
Weighted average shares of Class A common stock outstanding: | ||
Basic | 44,455 | 43,553 |
Diluted | 84,717 | 44,215 |
Good Sam Services and Plans | ||
Revenue: | ||
Total revenue | $ 46,367 | $ 44,559 |
New vehicles | ||
Revenue: | ||
Total revenue | 646,752 | 834,959 |
Used vehicles | ||
Revenue: | ||
Total revenue | 444,746 | 403,032 |
Products, service and other | ||
Revenue: | ||
Total revenue | 207,661 | 214,973 |
Finance and insurance, net | ||
Revenue: | ||
Total revenue | 129,772 | 153,378 |
Good Sam Club | ||
Revenue: | ||
Total revenue | 11,582 | 11,495 |
Good Sam Services and Plans | ||
Revenue: | ||
Total revenue | 46,367 | 44,559 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||
Total costs applicable to revenue | 16,152 | 16,703 |
RV and Outdoor Retail | ||
Revenue: | ||
Total revenue | 1,440,513 | 1,617,837 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||
Total costs applicable to revenue | 1,029,708 | 1,085,491 |
RV and Outdoor Retail | New vehicles | ||
Revenue: | ||
Total revenue | 646,752 | 834,959 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||
Total costs applicable to revenue | 557,542 | 644,370 |
RV and Outdoor Retail | Used vehicles | ||
Revenue: | ||
Total revenue | 444,746 | 403,032 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||
Total costs applicable to revenue | 341,947 | 302,825 |
RV and Outdoor Retail | Products, service and other | ||
Revenue: | ||
Total revenue | 207,661 | 214,973 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||
Total costs applicable to revenue | 129,018 | 136,160 |
RV and Outdoor Retail | Finance and insurance, net | ||
Revenue: | ||
Total revenue | 129,772 | 153,378 |
RV and Outdoor Retail | Good Sam Club | ||
Revenue: | ||
Total revenue | 11,582 | 11,495 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||
Total costs applicable to revenue | $ 1,201 | $ 2,136 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock Class A common stock | Common Stock Class B common stock | Common Stock Class C common stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Non-controlling Interest | Total |
Balance at Dec. 31, 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 | 4,572 | $ 0 | 0 | 5,735 | 10,307 |
Exercise of stock options | $ 0 | 0 | 0 | (166) | $ 397 | 0 | 0 | 231 |
Exercise of stock options (in shares) | 0 | 11 | ||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | $ 0 | 0 | 0 | (111) | $ 0 | 0 | 111 | 0 |
Vesting of restricted stock units | $ 0 | $ 0 | $ 0 | (4,067) | $ 4,749 | 0 | (682) | 0 |
Vesting of restricted stock units (in shares) | 0 | 0 | 0 | 130 | ||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | $ 0 | $ 0 | 243 | $ (1,481) | 0 | 0 | (1,238) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | 0 | 0 | 0 | (41) | ||||
Repurchases of Class A common stock to treasury stock | 28,398 | $ (79,757) | (37,774) | (89,133) | ||||
Repurchases of Class A common stock to treasury stock (Shares) | (2,593) | |||||||
Redemption of LLC common units for Class A common stock | $ 1 | $ 0 | $ 0 | 416 | $ 0 | 0 | (45) | 372 |
Redemption of LLC common units for Class A common stock (in shares) | 50 | 0 | 0 | 0 | ||||
Distributions to holders of LLC common units | $ 0 | $ 0 | $ 0 | 0 | $ 0 | 0 | (24,836) | (24,836) |
Dividends | 0 | 0 | 0 | 0 | 0 | (26,427) | 0 | (26,427) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (299) | 0 | 0 | 0 | (299) |
Non-controlling interest adjustment | 0 | 0 | 0 | (1,028) | 0 | 0 | 1,028 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 44,730 | 62,569 | 107,299 |
Balance at Mar. 31, 2022 | $ 476 | $ 4 | $ 0 | 126,071 | $ (206,098) | 207,774 | 81,943 | $ 210,170 |
Balance (in shares) at Mar. 31, 2022 | 47,571 | 41,466 | 0 | |||||
Balance (in shares) at Mar. 31, 2022 | (5,883) | 5,883 | ||||||
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) | |||||||
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 | 3,345 | $ 0 | 0 | 3,013 | $ 6,358 |
Exercise of stock options | $ 0 | $ 0 | $ 0 | (25) | $ 66 | 0 | 0 | 41 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 2 | ||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | $ 0 | $ 0 | $ 0 | (17) | $ 0 | 0 | 17 | 0 |
Vesting of restricted stock units | $ 0 | $ 0 | $ 0 | (1,104) | $ 1,300 | 0 | (196) | 0 |
Vesting of restricted stock units (in shares) | 0 | 0 | 0 | 37 | ||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | $ 0 | $ 0 | 128 | $ (466) | 0 | 0 | (338) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | 0 | 0 | 0 | (13) | ||||
Redemption of LLC common units for Class A common stock | $ 20 | $ 0 | $ 0 | 9,673 | $ 0 | 0 | (4,739) | 4,954 |
Redemption of LLC common units for Class A common stock (in shares) | 2,000 | (2,000) | 0 | 0 | ||||
Distributions to holders of LLC common units | $ 0 | $ 0 | $ 0 | 0 | $ 0 | 0 | (6,046) | (6,046) |
Dividends | 0 | 0 | 0 | 0 | 0 | (27,791) | 0 | (27,791) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (4,014) | 0 | 0 | 0 | (4,014) |
Non-controlling interest adjustment | 0 | 0 | 0 | (20) | 0 | 0 | 20 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 3,169 | 1,734 | 4,903 |
Balance at Mar. 31, 2023 | $ 496 | $ 4 | $ 0 | $ 114,017 | $ (178,832) | $ 196,409 | $ 93,659 | $ 225,753 |
Balance (in shares) at Mar. 31, 2023 | 49,571 | 39,466 | 0 | |||||
Balance (in shares) at Mar. 31, 2023 | (5,104) | 5,104 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A common stock | ||
Dividends declared per share | $ 0.625 | $ 0.625 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net income | $ 4,903 | $ 107,299 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,637 | 25,535 |
Equity-based compensation | 6,358 | 11,674 |
Loss on lease termination | 0 | 178 |
Long-lived asset impairment | 7,045 | 0 |
(Gain) loss on sale or disposal of assets | (4,987) | 49 |
Provision for losses on accounts receivable | (414) | (74) |
Non-cash lease expense | 15,039 | 15,320 |
Accretion of original debt issuance discount | 503 | 516 |
Non-cash interest | 658 | 484 |
Deferred income taxes | 4,126 | 3,438 |
Change in assets and liabilities, net of acquisitions: | ||
Receivables and contracts in transit | (50,078) | (92,645) |
Inventories | 143,675 | (348,374) |
Prepaid expenses and other assets | 7,961 | 6,327 |
Accounts payable and other accrued expenses | 64,699 | 78,091 |
Deferred revenue | (3,086) | (1,842) |
Operating lease liabilities | (14,609) | (15,529) |
Other, net | 2,787 | (501) |
Net cash provided by (used in) operating activities | 199,217 | (210,054) |
Investing activities | ||
Purchases of property and equipment | (25,314) | (31,665) |
Proceeds from sale of property and equipment | 183 | 199 |
Purchases of real property | (18,236) | (17,018) |
Proceeds from the sale of real property | 22,703 | 0 |
Purchases of businesses, net of cash acquired | 0 | (34,808) |
Purchases of intangible assets | (23) | (715) |
Net cash used in investing activities | (20,687) | (84,007) |
Financing activities | ||
Proceeds from long-term debt | 59,227 | 0 |
Payments on long-term debt | (9,058) | (3,954) |
Net (payments) proceeds on notes payable - floor plan, net | (249,822) | 275,296 |
Payments on finance leases | (1,233) | (1,021) |
Proceeds from sale-leaseback arrangement | 0 | 27,951 |
Payments on sale-leaseback arrangement | (46) | (36) |
Payment of debt issuance costs | (767) | 0 |
Dividends on Class A common stock | (27,791) | (26,427) |
Proceeds from exercise of stock options | 41 | 231 |
RSU shares withheld for tax | (338) | (1,238) |
Repurchases of Class A common stock to treasury stock | 0 | (79,757) |
Distributions to holders of LLC common units | (6,046) | (24,836) |
Net cash (used in) provided by financing activities | (235,833) | 166,209 |
Decrease in cash and cash equivalents | (57,303) | (127,852) |
Cash and cash equivalents at beginning of the period | 130,131 | 267,332 |
Cash and cash equivalents at end of the period | $ 72,828 | $ 139,480 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 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 condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of March 31, 2023, December 31, 2022, and March 31, 2022, CWH owned 52.6%, 50.2%, and 49.8%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements. 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 is continuing to cooperate 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. On March 30, 2023, the Company and plaintiffs reached an agreement in principle to resolve the putative class action complaints for an immaterial amount subject to the execution of a settlement agreement and court approval. 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. 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 retail 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 timing of acquisitions and the seasonality of the Company’s business. The Company prefers to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be remodeled and to ramp up operations ahead of the spring and summer months, but that does not preclude the Company from acquiring new retail locations during the second and third quarters of a year. The timing of the Company’s acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has historically resulted in SG&A expenses as a percentage of gross profit being higher in these quarters. 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 FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). 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 condensed 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 (“ASU 2022-04”). 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 this standard relates to additional disclosure requirements, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”). 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 condensed consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Revenue | 2. Revenue Contract Assets As of March 31, 2023, December 31, 2022, and March 31, 2022 a contract asset of $17.4 million, $18.4 million, and $16.6 million, respectively, relating to RV service revenues, was included in accounts receivable in the accompanying condensed consolidated balance sheets. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the three months ended March 31, 2023, $32.7 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. As of March 31, 2023, the Company has 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 March 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of March 31, 2023 2023 $ 78,688 2024 41,523 2025 21,265 2026 11,240 2027 5,956 Thereafter 4,184 Total $ 162,856 |
Inventories and Floor Plan Paya
Inventories and Floor Plan Payables | 3 Months Ended |
Mar. 31, 2023 | |
Inventories and Floor Plan Payables | |
Inventories and Floor Plan Payables | 3. Inventories and Floor Plan Payables Inventories consisted of the following (in thousands): March 31, December 31, March 31, 2023 2022 2022 Good Sam services and plans $ 530 $ 625 $ — New RVs 1,219,889 1,411,016 1,420,136 Used RVs 510,689 464,310 423,409 Products, parts, accessories and other 248,998 247,907 308,855 $ 1,980,106 $ 2,123,858 $ 2,152,400 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. 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 March 31, 2023, December 31, 2022, and March 31, 2022, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (“Floor Plan Facility”). The Floor Plan Facility at March 31, 2023 allowed FR to borrow (a) up to $1.70 billion under a floor plan facility, (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 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 million increments up to a maximum amount of $200 million. The lenders under the Floor Plan Facility are not under any obligation to provide commitments in respect of any such increase. The maturity date of the Floor Plan Facility is September 30, 2026. As of March 31, 2023, December 31, 2022, and March 31, 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 6.63%, 6.01%, and 2.18%, 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 March 31, 2023, December 31, 2022, and March 31, 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 6.83%, 6.21%, and 2.38%, 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 March 31, 2023, December 31, 2022, and March 31, 2022. The Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the lender 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 condensed consolidated statements of operations. As of March 31, 2023, December 31, 2022, and March 31, 2022, FR had $223.9 million, $217.7 million, and $152.6 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 agreements governing the Floor Plan Facility include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2023 that would trigger a subjective acceleration clause. Additionally, the credit agreements governing the Floor Plan Facility contain certain financial covenants. FR was in compliance with all debt covenants at March 31, 2023, December 31, 2022, and March 31, 2022. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of March 31, 2023 and December 31, 2022, and March 31, 2022 (in thousands): March 31, December 31, March 31, 2023 2022 2022 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,700,000 $ 1,700,000 $ 1,700,000 Less: borrowings, net of FLAIR offset account (1,042,099) (1,319,941) (1,237,208) Less: FLAIR offset account (223,899) (217,669) (152,619) Additional borrowing capacity 434,002 162,390 310,173 Less: short-term payable for sold inventory (1) (61,520) (33,501) (77,468) Less: purchase commitments (2) (22,991) (43,807) (129,580) Unencumbered borrowing capacity $ 349,491 $ 85,082 $ 103,125 Revolving line of credit: $ 70,000 $ 70,000 $ 70,000 Less: borrowings (20,885) (20,885) (20,885) Additional borrowing capacity $ 49,115 $ 49,115 $ 49,115 Letters of credit: Total commitment $ 30,000 $ 30,000 $ 30,000 Less: outstanding letters of credit (11,371) (11,371) (11,500) Additional letters of credit capacity $ 18,629 $ 18,629 $ 18,500 (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 condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows. (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. |
Restructuring and Long-Lived As
Restructuring and Long-Lived Asset Impairment | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Long-Lived Asset Impairment | |
Restructuring and Long-Lived Asset Impairment | 4. Restructuring and Long-Lived Asset Impairment Restructuring 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 are 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, and these delays are expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company expects that most of the remaining leases under the 2019 Strategic Shift will be subleased or terminated by December 31, 2023. The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $120.0 million to $132.2 million. The breakdown of the estimated restructuring costs are as follows: ● one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $1.2 million, all of which were incurred through December 31, 2020; ● lease termination costs of $20.0 million to $29.0 million, of which $19.4 million has been incurred through March 31, 2023; ● incremental inventory reserve charges of $57.4 million, all of which were incurred through December 31, 2021; and ● other associated costs of $41.4 million to $44.6 million, of which $40.0 million has been incurred through March 31, 2023. Through March 31, 2023, the Company has incurred $40.0 million of such other associated costs primarily representing labor, lease, and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. The additional amount of $1.4 million to $4.6 million represents similar costs that may be incurred through the year ending December 31, 2023 for locations that continue in a wind-down period, primarily comprised of lease costs accounted for under ASC 842, Leases The following table details the costs incurred during the three months ended March 31, 2023 and 2022 associated with the 2019 Strategic Shift (in thousands): Three Months Ended March 31, 2023 2022 Restructuring costs: Lease termination costs (1) $ — $ 178 Other associated costs (2) 1,084 2,023 Total restructuring costs $ 1,084 $ 2,201 (1) These costs were included in lease termination charges in the condensed consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (2) 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 periods presented and were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. The following table details changes in the restructuring accrual associated with the 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 31,840 46,611 Paid or otherwise settled (1,239) (13,532) (30,914) (45,685) Balance at December 31, 2021 — — 926 926 Charged to expense — 723 2,023 2,746 Paid or otherwise settled — — (2,107) (2,107) Balance at March 31, 2022 — 723 842 1,565 Charged to expense — 5,374 5,003 10,377 Paid or otherwise settled — (6,097) (4,976) (11,073) Balance at December 31, 2022 — — 869 869 Charged to expense — — 1,084 1,084 Paid or otherwise settled — — (1,014) (1,014) Balance at March 31, 2023 $ — $ — $ 939 $ 939 (1) Lease termination costs exclude the $7.6 million, $0.5 million and $4.3 million 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 2.5 years ended December 31, 2021, for the three months ended March 31, 2022, and for the nine months ended December 31, 2022, 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 Long-Lived Asset Impairment On March 1, 2023, the Company determined to implement plans 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 certain 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, when completed, will result in a much smaller operation. During the three months ended March 31, 2023, the Company recorded an impairment charge totaling $6.6 million related to Active Sports, of which $4.5 million related to intangible assets, and $2.1 million related to other long-lived asset categories. The Company does not expect any other material exit costs related to Active Sports. During the three months ended March 31, 2023, the Company had indicators of impairment of the long-lived assets for certain locations based on the Company’s review of location performance in the normal course of business. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired. The long-lived asset impairment charge was 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. During the three months ended March 31, 2022, the Company had no indicators of impairment of the long-lived assets. The following table details long-lived asset impairment charges by type of long-lived asset, all of which relate to the RV and Outdoor Retail segment (in thousands): Three Months Ended March 31, 2023 2022 Long-lived asset impairment charges: Leasehold improvements $ 740 $ — Furniture and equipment 329 — Software 1,362 — Construction in progress and software in development 113 — Intangible assets 4,501 Total long-lived asset impairment charges 7,045 — Less: portion unrelated to 2019 Strategic Shift (7,045) — 2019 Strategic Shift long-lived asset impairment charges $ — $ — |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2023 | |
Assets Held for Sale | |
Assets Held for Sale | 5. 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 condensed 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. As of March 31, 2023, two properties from the RV and Outdoor Retail segment, relating to a closed distribution center and a closed RV dealership, met the criteria to be classified as held for sale. Additionally, as of March 31, 2023, one of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 7 Long-Term Debt for definition and further details), 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 March 31, 2023, December 31, 2022, and March 31, 2022 (in thousands): March 31, December 31, March 31, 2023 2022 2022 Assets held for sale: Property and equipment, net $ 13,971 $ — $ — $ 13,971 $ — $ — Liabilities related to assets held for sale: Current portion of long-term debt $ 788 $ — $ — Long-term debt, net of current portion 6,862 — — $ 7,650 $ — $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Company’s goodwill by segment for the three months ended March 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 — 23,320 23,320 Balance at March 31, 2022 23,829 483,125 506,954 Acquisitions 405 115,064 115,469 Balance at December 31, 2022 24,234 598,189 622,423 Acquisitions — 122 122 Balance at March 31, 2023 $ 24,234 $ 598,311 $ 622,545 Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2023, December 31, 2022 and March 31, 2022 (in thousands): March 31, 2023 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,640 (9,040) $ 600 Trademarks and trade names 2,132 (130) 2,002 Websites 3,050 (792) 2,258 RV and Outdoor Retail: Customer lists and domain names 4,872 (3,025) 1,847 Supplier lists 1,696 (824) 872 Trademarks and trade names 27,251 (20,049) 7,202 Websites 6,085 (5,485) 600 $ 54,726 $ (39,345) $ 15,381 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 March 31, 2022 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,140 $ (8,776) $ 364 Websites 3,050 (355) 2,695 RV and Outdoor Retail: Customer lists and domain names 5,626 (2,445) 3,181 Supplier lists 1,696 (509) 1,187 Trademarks and trade names 29,564 (18,756) 10,808 Websites 7,350 (4,135) 3,215 $ 56,426 $ (34,976) $ 21,450 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. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Long-Term Debt. | |
Long-Term Debt | 7. Long-Term Debt Outstanding long-term debt consisted of the following (in thousands): March 31, December 31, March 31, 2023 2022 2022 Term Loan Facility (1) $ 1,354,221 $ 1,360,454 $ 1,364,560 Real Estate Facilities (2) 194,802 145,911 22,486 Other Long-Term Debt 3,250 3,280 3,371 Subtotal 1,552,273 1,509,645 1,390,417 Less: current portion (26,969) (25,229) (15,825) Total $ 1,525,304 $ 1,484,416 $ 1,374,592 (1) Net of $13.7 million, $14.2 million, and $16.3 million of original issue discount at March 31, 2023, December 31, 2022, and March 31, 2022, respectively, and $5.5 million, $5.8 million, and $6.6 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 2022, respectively. (2) Net of $3.9 million, $3.4 million, and $0.2 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 2022, respectively. Senior Secured Credit Facilities As of March 31, 2023, December 31, 2022, and March 31, 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 on a Saturday. Additionally, the Company is required to prepay the term loan borrowings 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. The Company does not expect that an additional excess cash flow payment will be required relating to 2023. 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): March 31, December 31, March 31, 2023 2022 2022 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,400,000 $ 1,400,000 $ 1,400,000 Less: cumulative principal payments (26,523) (19,515) (12,508) Less: unamortized original issue discount (13,721) (14,224) (16,310) Less: unamortized finance costs (5,535) (5,807) (6,622) 1,354,221 1,360,454 1,364,560 Less: current portion (14,015) (14,015) (14,015) Long-term debt, net of current portion $ 1,340,206 $ 1,346,439 $ 1,350,545 Revolving Credit Facility: Total commitment $ 65,000 $ 65,000 $ 65,000 Less: outstanding letters of credit (4,930) (4,930) (4,930) Additional borrowing capacity $ 60,070 $ 60,070 $ 60,070 As of March 31, 2023, December 31, 2022, and March 31, 2022, the average interest rate on the Term Loan Facility was 7.20%, 6.80%, and 3.25%, respectively, and the effective interest rate was 7.44%, 7.03%, and 3.46%, 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 March 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 (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of March 31, 2023, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold. The Company was in compliance with all applicable debt covenants at March 31, 2023, December 31, 2022, and March 31, 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 three months ended March 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 Real Estate Facility”, the “Second Real Estate Facility”, and the “Third Real Estate Facility”, respectively, and collectively the “Real Estate Facilities”) with aggregate maximum principal capacities of $21.5 million, $9.0 million, and $10.1 million for the First Real Estate Facility, Second Real Estate Facility, and Third Real Estate Facility, respectively. Borrowings under the Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facilities may be used to finance the acquisition of real estate assets. The Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facilities (“Real Estate Facility Properties”). The First Real Estate Facility, Second Real Estate Facility, and Third Real Estate Facility mature in October 2023, September 2026, and December 2026, respectively. The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at March 31, 2023: As of March 31, 2023 Principal Remaining Wtd. Average (In thousands) Outstanding (1) Available (2) Interest Rate Real Estate Facilities M&T Real Estate Facility $ 181,606 $ 68,394 (3) 7.10% First CIBC Real Estate Facility 3,864 — 7.46% Second CIBC Real Estate Facility 7,650 (4) — 7.46% Third CIBC Real Estate Facility 9,332 — 7.21% Less: Amount reclassified to liabilities related to assets held for sale (7,650) — $ 194,802 $ 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) This amount is classified as liabilities related to assets held for sale (see Note 5 — 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 March 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 debt covenants at March 31, 2023, December 31, 2022, and March 31, 2022. Other Long-Term Debt In December 2021, FRHP assumed a mortgage as part of a real estate acquisition. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. As of March 31, 2023, the outstanding principal balance of the mortgage was $3.3 million with an interest rate of 3.50%. The mortgage matures in December 2026. |
Lease Obligations
Lease Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Lease Obligations | |
Leases Obligations | 8. Lease Obligations The following presents certain information related to the costs for leases where the Company is the lessee (in thousands): Three Months Ended March 31, 2023 2022 Operating lease cost $ 29,205 $ 28,496 Finance lease cost: Amortization of finance lease assets (2,813) 2,691 Interest on finance lease liabilities 1,399 987 Short-term lease cost 514 463 Variable lease cost 6,289 6,194 Sublease income (657) (393) Net lease costs $ 33,937 $ 38,438 As of March 31, 2023, December 31, 2022, and March 31, 2022, finance lease assets of $93.6 million, $88.1 million, and $76.9 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets. The following presents supplemental cash flow information related to leases (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 28,774 $ 28,873 Operating cash flows for finance leases 1,395 962 Financing cash flows for finance leases 1,233 1,021 Lease assets obtained in exchange for lease liabilities: New, remeasured and terminated operating leases 2,693 13,341 New, remeasured and terminated finance leases 7,700 3,875 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 will 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 condensed consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 9. Fair Value Measurements Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying condensed consolidated balance sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. 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, and 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 March 31, 2023 December 31, 2022 March 31, 2022 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,354,221 $ 1,387,212 $ 1,360,454 $ 1,394,290 $ 1,364,560 $ 1,401,367 Floor Plan Facility Revolving Line of Credit Level 2 20,885 21,213 20,885 19,823 20,885 18,624 Real Estate Facilities (1) Level 2 202,452 211,085 145,911 145,664 22,486 21,639 Other Long-Term Debt Level 2 3,250 2,945 3,280 2,944 3,371 3,187 (1) The carrying value of Real Estate Facilities at March 31, 2023 includes the $7.7 million reported as liabilities related to assets held for sale in the condensed consolidated balance sheets . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation Weissmann Complaint On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (v) unjust enrichment; and (vi) 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 has not yet been scheduled. 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 initial discovery, but the arbitration hearing has not yet been scheduled. Precise Complaint On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee for the Estate of Precise Graphix, LLC (“Precise”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which Trustee Feldman alleges claims on behalf of Precise in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW. Trustee Feldman 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. Precise did not serve the Precise Complaint on CW. On July 3, 2022, Precise filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. A decision is expected within thirty (30) days following the completion of the post-hearing briefing. General While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. The Company does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations. From time to time, the Company is involved in other litigation arising in the normal course of business operations. Financial Assurances In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of March 31, 2023, December 31, 2022, and March 31, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $11.4 million, $11.4 million, and $11.5 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $4.9 million, $4.9 million, and $4.9 million, respectively (see Note 3 — Inventories and Floor Plan Payables and Note 7 — Long-Term Debt). As of March 31, 2023, December 31, 2022, and March 31, 2022, outstanding surety bonds were $22.4 million, $22.0 million, and $19.9 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves. |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2023 | |
Statement of Cash Flows | |
Statements of Cash Flows | 11 . Statement of Cash Flows Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows: Three Months Ended March 31, 2023 2022 Cash paid (refunded) during the period for: Interest $ 29,289 $ 18,894 Income taxes (93) 1,412 Non-cash investing activities: Vehicles transferred to property and equipment from inventory 136 255 Capital expenditures in accounts payable and accrued liabilities 6,068 9,674 Non-cash financing activities: Par value of Class A common stock issued for redemption of common units in CWGS, LLC 20 1 Cost of treasury stock issued for vested restricted stock units 1,300 4,749 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Acquisitions | |
Acquisitions | 12. Acquisitions During the three months ended March 31, 2022, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new retail locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill. During the three months ended March 31, 2023, the RV and Outdoor Retail segment did not acquire any RV Dealerships. During the three months ended March 31, 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of two locations for an aggregate purchase price of approximately $34.8 million plus real property of $12.1 million. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions discussed above consist of the following, net of measurement period adjustments relating to acquisitions from the respective previous year: Three Months Ended March 31, ($ in thousands) 2023 2022 Tangible assets (liabilities) acquired (assumed): Inventories, net $ (122) $ 11,425 Prepaid expenses and other assets — 13 Property and equipment, net — 70 Accrued liabilities — (20) Total tangible net assets acquired (122) 11,488 Goodwill 122 23,320 Cash paid for acquisitions, net of cash acquired — 34,808 Inventory purchases financed via floor plan — (5,876) Cash payment net of floor plan financing $ — $ 28,932 For the three months ended March 31, 2023, the fair values above include measurement period adjustments for valuation of acquired inventories relating to dealership acquisitions during the year ended December 31, 2022. The measurement period relating to dealership acquisitions is typically open for twelve months from the acquisition date, primarily for refining the estimate of the fair value of acquired vehicle inventories. The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the three months ended March 31, 2022, acquired goodwill of $23.3 million was expected to be deductible for tax purposes. Included in the condensed consolidated financial statements for the three months ended March 31, 2022 were $4.9 million of revenue, and $0.3 million of pre-tax income, respectively of the acquired dealerships from the 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | 13. Income Taxes CWH is organized as a Subchapter C corporation and, as of March 31, 2023, is a 52.6% owner of CWGS, LLC (see Note 16 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and as such, is generally not subject to any U.S. federal entity-level income taxes. However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are Subchapter C corporations (“C-Corps”). LLC Conversion CW, including certain of its subsidiaries, were previously 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 the conversion to LLCs were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, pursuant to the rules prescribed under ASC 740, Income Taxes During the three months ended March 31, 2023, there was no significant income tax expense recorded relating to the LLC Conversion. Effective Income Tax Rate For the three months ended March 31, 2023, the Company's effective income tax rate was 5.3%, which differed from the federal statutory rate of 21.0% and apportioned state tax rate of approximately 4.3% primarily due to a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies, which are not subject to entity level taxes. For the three months ended March 31, 2022, the Company's effective income tax rate was 16.4%, which differed from the federal statutory rate of 21.0% primarily due to a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies, which are not subject to entity level taxes, net of income tax benefits of $0.7 million related to current state combined unitary losses. Additionally, for the three months ended March 31, 2022, the Company reduced its deferred tax asset by $9.4 million relating to CWH’s investment in CWGS, LLC for the change in ownership of CWGS, LLC from the treasury stock repurchase of 2.6 million shares of Class A common stock (see Note 15 — Stockholders’ Equity). These treasury stock repurchases result in a commensurate reduction in common units in CWGS, LLC held by CWH. Tax Receivable Agreement The Company is party to 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. On January 1, 2023, giftees of common units that had been gifted by CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, redeemed 2.0 million common units in CWGS, LLC for 2.0 million shares of the Company’s Class A common stock (see Note 16 — Non-Controlling Interests). The increase in deferred tax assets, the non-current portion of the Tax Receivable Agreement liability, and additional paid-in capital resulting from these redemptions was $6.3 million, $5.4 million, and $0.9 million, respectively. Payments pursuant to the Tax Receivable Agreement relating to these redemptions will begin during the year ending December 31, 2024. During the three months ended March 31, 2022, the Tax Receivable Agreement liability and the related Deferred Tax Assets for the Tax Receivable Agreement liability and the investment in CWGS, LLC increased $0.4 million and $0.5 million, respectively, as a result of a Continuing Equity Owner’s redemption of 50,000 common units in CWGS, LLC for 50,000 shares of the Company’s Class A common stock and were recorded to additional paid-in capital (see the condensed consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption began during the year ending December 31, 2023. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FreedomRoads leases various retail locations from managers and officers. During the three months ended March 31, 2023 and 2022, the related party lease expense for these locations were $1.5 million and $0.6 million, respectively, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. In January 2012, FreedomRoads entered into a lease for the offices in Lincolnshire, Illinois, which was amended in March 2013, November 2019, October 2020, and October 2021 (the “Lincolnshire Lease”). For the three months ended March 31, 2023 and 2022, rental payments for the Lincolnshire Lease, including common area maintenance charges, were each $0.2 million, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire Lease. The Company had an expense reimbursement payable to Mr. Lemonis of $0.1 million at March 31, 2022, relating primarily to advertising expenses for the Company that were processed through Mr. Lemonis’ social media accounts, which was paid in 2022. This payable was included in accounts payable in the condensed consolidated balance sheets. Other Transactions 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 for the three months ended March 31, 2022 for legal services, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 15. Stockholders’ Equity Stock Repurchase Program During the three months ended March 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program. During the three months ended March 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 was recorded as treasury stock on the condensed consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the three months ended March 31, 2023 and 2022, the Company reissued 25,696 and 99,907 shares of Class A common stock from treasury stock, respectively, to settle the exercises of stock options and vesting of restricted stock units. Repurchases under the stock repurchase program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. The Company expects to fund the repurchases using cash on hand. As of March 31, 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million and the program expires on December 31, 2025. |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2023 | |
Non-Controlling Interests | |
Non-Controlling Interests | 16. Non-Controlling Interests 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 condensed consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the condensed consolidated statement of stockholders’ equity). The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners: As of March 31, 2023 As of December 31, 2022 As of March 31, 2022 Common Units Ownership % Common Units Ownership % Common Units Ownership % CWH 44,466,636 52.6% 42,440,940 50.2% 41,688,339 49.8% Continuing Equity Owners 40,044,536 47.4% 42,044,536 49.8% 42,044,536 50.2% Total 84,511,172 100.0% 84,485,476 100.0% 83,732,875 100.0% During December 2022, 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 common units of CWGS, LLC in total to a college and hospital (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 shares of Class B common stock being transferred to the 2022 Common Unit Giftees. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: Three Months Ended March 31, ($ in thousands) 2023 2022 Net income attributable to Camping World Holdings, Inc. $ 3,169 $ 44,730 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 (17) (111) Decrease in additional paid-in capital as a result of the vesting of restricted stock units (1,104) (4,067) Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs 128 243 Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock — 28,398 Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 9,673 416 Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 11,849 $ 69,609 |
Equity-Based Compensation Plans
Equity-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2023 | |
Equity-Based Compensation Plans | |
Equity-Based Compensation Plans | 17. Equity-Based Compensation Plans The following table summarizes the equity-based compensation that has been included in the following line items within the condensed consolidated statements of operations during: Three Months Ended March 31, ($ in thousands) 2023 2022 Equity-based compensation expense: Costs applicable to revenue $ 132 $ 141 Selling, general, and administrative 6,226 11,533 Total equity-based compensation expense $ 6,358 $ 11,674 The following table summarizes stock option activity for the three months ended March 31, 2023: Stock Options (in thousands) Outstanding at December 31, 2022 238 Exercised (2) Forfeited (5) Outstanding and exercisable at March 31, 2023 231 The following table summarizes restricted stock unit activity for the three months ended March 31, 2023: Restricted Stock Units (in thousands) Outstanding at December 31, 2022 2,549 Granted 261 Vested (37) Forfeited (79) Outstanding at March 31, 2023 2,694 During the three months ended March 31, 2023, the Company granted 261,308 RSUs to employees with an aggregate grant date fair value of $4.7 million and weighted-average grant date fair value of $18.12 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share | |
Earnings Per Share | 18. Earnings Per Share Basic earnings per share of Class A common stock is computed by dividing net income attributable 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 attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended March 31, (In thousands except per share amounts) 2023 2022 Numerator: Net income $ 4,903 $ 107,299 Less: net income attributable to non-controlling interests (1,734) (62,569) Net income attributable to Camping World Holdings, Inc. — $ 3,169 $ 44,730 Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs — 332 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 1,297 — Net income attributable to Camping World Holdings, Inc. — $ 4,466 $ 45,062 Denominator: Weighted-average shares of Class A common stock outstanding — basic 44,455 43,553 Dilutive options to purchase Class A common stock 15 88 Dilutive restricted stock units 202 574 Dilutive common units of CWGS, LLC that are convertible into Class A common stock 40,045 — Weighted-average shares of Class A common stock outstanding — diluted 84,717 44,215 Earnings per share of Class A common stock — basic $ 0.07 $ 1.03 Earnings per share of Class A common stock — diluted $ 0.05 $ 1.02 Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Restricted stock units 2,122 1,632 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 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. |
Segments Information
Segments Information | 3 Months Ended |
Mar. 31, 2023 | |
Segments Information | |
Segments Information | 19. Segments Information Reportable segment revenue; segment income; floor plan interest expense; depreciation and amortization; other interest expense, net; and total assets are as follows: Three Months Ended March 31, 2023 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 46,963 $ — $ (596) $ 46,367 New vehicles — 647,930 (1,178) 646,752 Used vehicles — 445,687 (941) 444,746 Products, service and other — 207,835 (174) 207,661 Finance and insurance, net — 130,305 (533) 129,772 Good Sam Club — 11,582 — 11,582 Total consolidated revenue $ 46,963 $ 1,443,339 $ (3,422) $ 1,486,880 Three Months Ended March 31, 2022 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 44,829 $ — $ (270) $ 44,559 New vehicles — 836,572 (1,613) 834,959 Used vehicles — 403,818 (786) 403,032 Products, service and other — 215,218 (245) 214,973 Finance and insurance, net — 157,783 (4,405) 153,378 Good Sam Club — 11,495 — 11,495 Total consolidated revenue $ 44,829 $ 1,624,886 $ (7,319) $ 1,662,396 Three Months Ended March 31, ($ in thousands) 2023 2022 Segment income: (1) Good Sam Services and Plans $ 23,619 $ 21,172 RV and Outdoor Retail 32,584 151,499 Total segment income 56,203 172,671 Corporate & other (3,777) (4,277) Depreciation and amortization (14,637) (25,535) Other interest expense, net (31,113) (14,301) Other expense, net (1,500) (223) Income before income taxes $ 5,176 $ 128,335 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. Three Months Ended March 31, ($ in thousands) 2023 2022 Depreciation and amortization: Good Sam Services and Plans $ 952 $ 790 RV and Outdoor Retail 13,685 24,745 Total depreciation and amortization $ 14,637 $ 25,535 Three Months Ended March 31, ($ in thousands) 2023 2022 Other interest expense, net: Good Sam Services and Plans $ (55) $ — RV and Outdoor Retail 5,797 2,751 Subtotal 5,742 2,751 Corporate & other 25,371 11,550 Total other interest expense, net $ 31,113 $ 14,301 March 31, December 31, March 31, ($ in thousands) 2023 2022 2022 Assets: Good Sam Services and Plans $ 89,308 $ 130,841 $ 77,791 RV and Outdoor Retail 4,331,314 4,448,354 4,355,236 Subtotal 4,420,622 4,579,195 4,433,027 Corporate & other 209,891 220,952 294,508 Total assets $ 4,630,513 $ 4,800,147 $ 4,727,535 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of March 31, 2023, December 31, 2022, and March 31, 2022, CWH owned 52.6%, 50.2%, and 49.8%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements. |
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 is continuing to cooperate 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. On March 30, 2023, the Company and plaintiffs reached an agreement in principle to resolve the putative class action complaints for an immaterial amount subject to the execution of a settlement agreement and court approval. 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. |
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 retail 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 timing of acquisitions and the seasonality of the Company’s business. The Company prefers to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be remodeled and to ramp up operations ahead of the spring and summer months, but that does not preclude the Company from acquiring new retail locations during the second and third quarters of a year. The timing of the Company’s acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has historically resulted in SG&A expenses as a percentage of gross profit being higher in these quarters. 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 FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). 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 condensed 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 (“ASU 2022-04”). 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 this standard relates to additional disclosure requirements, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”). 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 condensed consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 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 March 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of March 31, 2023 2023 $ 78,688 2024 41,523 2025 21,265 2026 11,240 2027 5,956 Thereafter 4,184 Total $ 162,856 |
Inventories and Floor Plan Pa_2
Inventories and Floor Plan Payables (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory | |
Schedule of inventories | Inventories consisted of the following (in thousands): March 31, December 31, March 31, 2023 2022 2022 Good Sam services and plans $ 530 $ 625 $ — New RVs 1,219,889 1,411,016 1,420,136 Used RVs 510,689 464,310 423,409 Products, parts, accessories and other 248,998 247,907 308,855 $ 1,980,106 $ 2,123,858 $ 2,152,400 |
Floor Plan Facility | |
Inventory | |
Schedule of outstanding amounts and available borrowing | The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of March 31, 2023 and December 31, 2022, and March 31, 2022 (in thousands): March 31, December 31, March 31, 2023 2022 2022 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,700,000 $ 1,700,000 $ 1,700,000 Less: borrowings, net of FLAIR offset account (1,042,099) (1,319,941) (1,237,208) Less: FLAIR offset account (223,899) (217,669) (152,619) Additional borrowing capacity 434,002 162,390 310,173 Less: short-term payable for sold inventory (1) (61,520) (33,501) (77,468) Less: purchase commitments (2) (22,991) (43,807) (129,580) Unencumbered borrowing capacity $ 349,491 $ 85,082 $ 103,125 Revolving line of credit: $ 70,000 $ 70,000 $ 70,000 Less: borrowings (20,885) (20,885) (20,885) Additional borrowing capacity $ 49,115 $ 49,115 $ 49,115 Letters of credit: Total commitment $ 30,000 $ 30,000 $ 30,000 Less: outstanding letters of credit (11,371) (11,371) (11,500) Additional letters of credit capacity $ 18,629 $ 18,629 $ 18,500 (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 condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows. (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. |
Restructuring and Long-Lived _2
Restructuring and Long-Lived Asset Impairment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Long-Lived Asset Impairment | |
Schedule of expenses associated with the 2019 Strategic Shift | The following table details the costs incurred during the three months ended March 31, 2023 and 2022 associated with the 2019 Strategic Shift (in thousands): Three Months Ended March 31, 2023 2022 Restructuring costs: Lease termination costs (1) $ — $ 178 Other associated costs (2) 1,084 2,023 Total restructuring costs $ 1,084 $ 2,201 (1) These costs were included in lease termination charges in the condensed consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (2) 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 periods presented and were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. |
Schedule of changes in the restructuring accrual associated with the 2019 Strategic Shift | 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 31,840 46,611 Paid or otherwise settled (1,239) (13,532) (30,914) (45,685) Balance at December 31, 2021 — — 926 926 Charged to expense — 723 2,023 2,746 Paid or otherwise settled — — (2,107) (2,107) Balance at March 31, 2022 — 723 842 1,565 Charged to expense — 5,374 5,003 10,377 Paid or otherwise settled — (6,097) (4,976) (11,073) Balance at December 31, 2022 — — 869 869 Charged to expense — — 1,084 1,084 Paid or otherwise settled — — (1,014) (1,014) Balance at March 31, 2023 $ — $ — $ 939 $ 939 (1) Lease termination costs exclude the $7.6 million, $0.5 million and $4.3 million 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 2.5 years ended December 31, 2021, for the three months ended March 31, 2022, and for the nine months ended December 31, 2022, 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. |
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, all of which relate to the RV and Outdoor Retail segment (in thousands): Three Months Ended March 31, 2023 2022 Long-lived asset impairment charges: Leasehold improvements $ 740 $ — Furniture and equipment 329 — Software 1,362 — Construction in progress and software in development 113 — Intangible assets 4,501 Total long-lived asset impairment charges 7,045 — Less: portion unrelated to 2019 Strategic Shift (7,045) — 2019 Strategic Shift long-lived asset impairment charges $ — $ — |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 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 March 31, 2023, December 31, 2022, and March 31, 2022 (in thousands): March 31, December 31, March 31, 2023 2022 2022 Assets held for sale: Property and equipment, net $ 13,971 $ — $ — $ 13,971 $ — $ — Liabilities related to assets held for sale: Current portion of long-term debt $ 788 $ — $ — Long-term debt, net of current portion 6,862 — — $ 7,650 $ — $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 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 segment for the three months ended March 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 — 23,320 23,320 Balance at March 31, 2022 23,829 483,125 506,954 Acquisitions 405 115,064 115,469 Balance at December 31, 2022 24,234 598,189 622,423 Acquisitions — 122 122 Balance at March 31, 2023 $ 24,234 $ 598,311 $ 622,545 |
Finite-lived intangible assets and related accumulated amortization | Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2023, December 31, 2022 and March 31, 2022 (in thousands): March 31, 2023 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,640 (9,040) $ 600 Trademarks and trade names 2,132 (130) 2,002 Websites 3,050 (792) 2,258 RV and Outdoor Retail: Customer lists and domain names 4,872 (3,025) 1,847 Supplier lists 1,696 (824) 872 Trademarks and trade names 27,251 (20,049) 7,202 Websites 6,085 (5,485) 600 $ 54,726 $ (39,345) $ 15,381 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 March 31, 2022 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,140 $ (8,776) $ 364 Websites 3,050 (355) 2,695 RV and Outdoor Retail: Customer lists and domain names 5,626 (2,445) 3,181 Supplier lists 1,696 (509) 1,187 Trademarks and trade names 29,564 (18,756) 10,808 Websites 7,350 (4,135) 3,215 $ 56,426 $ (34,976) $ 21,450 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Instrument [Line Items] | |
Long-Term debt | Outstanding long-term debt consisted of the following (in thousands): March 31, December 31, March 31, 2023 2022 2022 Term Loan Facility (1) $ 1,354,221 $ 1,360,454 $ 1,364,560 Real Estate Facilities (2) 194,802 145,911 22,486 Other Long-Term Debt 3,250 3,280 3,371 Subtotal 1,552,273 1,509,645 1,390,417 Less: current portion (26,969) (25,229) (15,825) Total $ 1,525,304 $ 1,484,416 $ 1,374,592 (1) Net of $13.7 million, $14.2 million, and $16.3 million of original issue discount at March 31, 2023, December 31, 2022, and March 31, 2022, respectively, and $5.5 million, $5.8 million, and $6.6 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 2022, respectively. (2) Net of $3.9 million, $3.4 million, and $0.2 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 2022, respectively. |
Term Loan Facility | |
Debt Instrument [Line Items] | |
Schedule of outstanding amounts and available borrowings | The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): March 31, December 31, March 31, 2023 2022 2022 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,400,000 $ 1,400,000 $ 1,400,000 Less: cumulative principal payments (26,523) (19,515) (12,508) Less: unamortized original issue discount (13,721) (14,224) (16,310) Less: unamortized finance costs (5,535) (5,807) (6,622) 1,354,221 1,360,454 1,364,560 Less: current portion (14,015) (14,015) (14,015) Long-term debt, net of current portion $ 1,340,206 $ 1,346,439 $ 1,350,545 Revolving Credit Facility: Total commitment $ 65,000 $ 65,000 $ 65,000 Less: outstanding letters of credit (4,930) (4,930) (4,930) Additional borrowing capacity $ 60,070 $ 60,070 $ 60,070 |
Real Estate Facilities | |
Debt Instrument [Line Items] | |
Schedule of outstanding amounts and available borrowings | As of March 31, 2023 Principal Remaining Wtd. Average (In thousands) Outstanding (1) Available (2) Interest Rate Real Estate Facilities M&T Real Estate Facility $ 181,606 $ 68,394 (3) 7.10% First CIBC Real Estate Facility 3,864 — 7.46% Second CIBC Real Estate Facility 7,650 (4) — 7.46% Third CIBC Real Estate Facility 9,332 — 7.21% Less: Amount reclassified to liabilities related to assets held for sale (7,650) — $ 194,802 $ 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) This amount is classified as liabilities related to assets held for sale (see Note 5 — Assets Held for Sale). |
Lease Obligations (Tables)
Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Lease Obligations | |
Summary of lease cost | The following presents certain information related to the costs for leases where the Company is the lessee (in thousands): Three Months Ended March 31, 2023 2022 Operating lease cost $ 29,205 $ 28,496 Finance lease cost: Amortization of finance lease assets (2,813) 2,691 Interest on finance lease liabilities 1,399 987 Short-term lease cost 514 463 Variable lease cost 6,289 6,194 Sublease income (657) (393) Net lease costs $ 33,937 $ 38,438 |
Schedule of cash flow supplemental information | The following presents supplemental cash flow information related to leases (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 28,774 $ 28,873 Operating cash flows for finance leases 1,395 962 Financing cash flows for finance leases 1,233 1,021 Lease assets obtained in exchange for lease liabilities: New, remeasured and terminated operating leases 2,693 13,341 New, remeasured and terminated finance leases 7,700 3,875 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Summary of aggregate carrying value and fair value of fixed rate debt | Fair Value March 31, 2023 December 31, 2022 March 31, 2022 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,354,221 $ 1,387,212 $ 1,360,454 $ 1,394,290 $ 1,364,560 $ 1,401,367 Floor Plan Facility Revolving Line of Credit Level 2 20,885 21,213 20,885 19,823 20,885 18,624 Real Estate Facilities (1) Level 2 202,452 211,085 145,911 145,664 22,486 21,639 Other Long-Term Debt Level 2 3,250 2,945 3,280 2,944 3,371 3,187 (1) The carrying value of Real Estate Facilities at March 31, 2023 includes the $7.7 million reported as liabilities related to assets held for sale in the condensed consolidated balance sheets . |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Statement of Cash Flows | |
Supplemental disclosures of cash flow information | Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows: Three Months Ended March 31, 2023 2022 Cash paid (refunded) during the period for: Interest $ 29,289 $ 18,894 Income taxes (93) 1,412 Non-cash investing activities: Vehicles transferred to property and equipment from inventory 136 255 Capital expenditures in accounts payable and accrued liabilities 6,068 9,674 Non-cash financing activities: Par value of Class A common stock issued for redemption of common units in CWGS, LLC 20 1 Cost of treasury stock issued for vested restricted stock units 1,300 4,749 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Assets Of Multiple Dealership Locations Acquired | |
Acquisitions | |
Summary of the purchase price allocations | Three Months Ended March 31, ($ in thousands) 2023 2022 Tangible assets (liabilities) acquired (assumed): Inventories, net $ (122) $ 11,425 Prepaid expenses and other assets — 13 Property and equipment, net — 70 Accrued liabilities — (20) Total tangible net assets acquired (122) 11,488 Goodwill 122 23,320 Cash paid for acquisitions, net of cash acquired — 34,808 Inventory purchases financed via floor plan — (5,876) Cash payment net of floor plan financing $ — $ 28,932 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Non-Controlling Interests | |
Schedule of ownership in CWGS, LLC | As of March 31, 2023 As of December 31, 2022 As of March 31, 2022 Common Units Ownership % Common Units Ownership % Common Units Ownership % CWH 44,466,636 52.6% 42,440,940 50.2% 41,688,339 49.8% Continuing Equity Owners 40,044,536 47.4% 42,044,536 49.8% 42,044,536 50.2% Total 84,511,172 100.0% 84,485,476 100.0% 83,732,875 100.0% |
Schedule of effects of change in ownership | Three Months Ended March 31, ($ in thousands) 2023 2022 Net income attributable to Camping World Holdings, Inc. $ 3,169 $ 44,730 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 (17) (111) Decrease in additional paid-in capital as a result of the vesting of restricted stock units (1,104) (4,067) Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs 128 243 Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock — 28,398 Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 9,673 416 Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 11,849 $ 69,609 |
Equity-Based Compensation Pla_2
Equity-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity-Based Compensation Plans | |
Schedule of equity-based compensation expense classified with the consolidated statements of operations | Three Months Ended March 31, ($ in thousands) 2023 2022 Equity-based compensation expense: Costs applicable to revenue $ 132 $ 141 Selling, general, and administrative 6,226 11,533 Total equity-based compensation expense $ 6,358 $ 11,674 |
Summary of stock option activity | Stock Options (in thousands) Outstanding at December 31, 2022 238 Exercised (2) Forfeited (5) Outstanding and exercisable at March 31, 2023 231 |
Summary of restricted stock unit activity | Restricted Stock Units (in thousands) Outstanding at December 31, 2022 2,549 Granted 261 Vested (37) Forfeited (79) Outstanding at March 31, 2023 2,694 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share | |
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings | Three Months Ended March 31, (In thousands except per share amounts) 2023 2022 Numerator: Net income $ 4,903 $ 107,299 Less: net income attributable to non-controlling interests (1,734) (62,569) Net income attributable to Camping World Holdings, Inc. — $ 3,169 $ 44,730 Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs — 332 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 1,297 — Net income attributable to Camping World Holdings, Inc. — $ 4,466 $ 45,062 Denominator: Weighted-average shares of Class A common stock outstanding — basic 44,455 43,553 Dilutive options to purchase Class A common stock 15 88 Dilutive restricted stock units 202 574 Dilutive common units of CWGS, LLC that are convertible into Class A common stock 40,045 — Weighted-average shares of Class A common stock outstanding — diluted 84,717 44,215 Earnings per share of Class A common stock — basic $ 0.07 $ 1.03 Earnings per share of Class A common stock — diluted $ 0.05 $ 1.02 Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Restricted stock units 2,122 1,632 Common units of CWGS, LLC that are convertible into Class A common stock — 42,045 |
Segments Information (Tables)
Segments Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segments Information | |
Reportable segment revenue | Three Months Ended March 31, 2023 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 46,963 $ — $ (596) $ 46,367 New vehicles — 647,930 (1,178) 646,752 Used vehicles — 445,687 (941) 444,746 Products, service and other — 207,835 (174) 207,661 Finance and insurance, net — 130,305 (533) 129,772 Good Sam Club — 11,582 — 11,582 Total consolidated revenue $ 46,963 $ 1,443,339 $ (3,422) $ 1,486,880 Three Months Ended March 31, 2022 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 44,829 $ — $ (270) $ 44,559 New vehicles — 836,572 (1,613) 834,959 Used vehicles — 403,818 (786) 403,032 Products, service and other — 215,218 (245) 214,973 Finance and insurance, net — 157,783 (4,405) 153,378 Good Sam Club — 11,495 — 11,495 Total consolidated revenue $ 44,829 $ 1,624,886 $ (7,319) $ 1,662,396 |
Reportable segment income | Three Months Ended March 31, ($ in thousands) 2023 2022 Segment income: (1) Good Sam Services and Plans $ 23,619 $ 21,172 RV and Outdoor Retail 32,584 151,499 Total segment income 56,203 172,671 Corporate & other (3,777) (4,277) Depreciation and amortization (14,637) (25,535) Other interest expense, net (31,113) (14,301) Other expense, net (1,500) (223) Income before income taxes $ 5,176 $ 128,335 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. |
Reportable depreciation and amortization and other interest expense, net | Three Months Ended March 31, ($ in thousands) 2023 2022 Depreciation and amortization: Good Sam Services and Plans $ 952 $ 790 RV and Outdoor Retail 13,685 24,745 Total depreciation and amortization $ 14,637 $ 25,535 Three Months Ended March 31, ($ in thousands) 2023 2022 Other interest expense, net: Good Sam Services and Plans $ (55) $ — RV and Outdoor Retail 5,797 2,751 Subtotal 5,742 2,751 Corporate & other 25,371 11,550 Total other interest expense, net $ 31,113 $ 14,301 |
Reportable segment assets | March 31, December 31, March 31, ($ in thousands) 2023 2022 2022 Assets: Good Sam Services and Plans $ 89,308 $ 130,841 $ 77,791 RV and Outdoor Retail 4,331,314 4,448,354 4,355,236 Subtotal 4,420,622 4,579,195 4,433,027 Corporate & other 209,891 220,952 294,508 Total assets $ 4,630,513 $ 4,800,147 $ 4,727,535 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Description of Business (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2022 individual | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 lawsuit | |
Segments Information | ||||
Number of individuals whose personal information was acquired without authorization | individual | 30,000 | |||
Cybersecurity Incident Complaints | ||||
Litigation | ||||
Number of lawsuits | lawsuit | 3 | |||
CWGS, LLC | ||||
Segments Information | ||||
Ownership interest | 100% | 100% | 100% | |
CWH | CWGS, LLC | ||||
Segments Information | ||||
Ownership interest | 52.60% | 49.80% | 50.20% |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Accounts Receivable. | RV Service Center | |||
Capitalized costs | |||
Contract asset | $ 17.4 | $ 18.4 | $ 16.6 |
Revenue - Deferred Revenues (De
Revenue - Deferred Revenues (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Deferred Revenues | |
Revenues recognized that were included in the deferred revenue balance | $ 32.7 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Performance obligation | |
Revenue expected to be recognized | $ 162,856 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 78,688 |
Unsatisfied performance obligation, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 41,523 |
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 | $ 21,265 |
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 | $ 11,240 |
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 | $ 5,956 |
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 | $ 4,184 |
Unsatisfied performance obligation, period |
Inventories and Floor Plan Pa_3
Inventories and Floor Plan Payables - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Inventories | |||
Inventories | $ 1,980,106 | $ 2,123,858 | $ 2,152,400 |
Good Sam Services and Plans | |||
Inventories | |||
Inventories | 530 | 625 | 0 |
New RV vehicles | |||
Inventories | |||
Inventories | 1,219,889 | 1,411,016 | 1,420,136 |
Used RV vehicles | |||
Inventories | |||
Inventories | 510,689 | 464,310 | 423,409 |
Products, parts, accessories and other | |||
Inventories | |||
Inventories | $ 248,998 | $ 247,907 | $ 308,855 |
Inventories and Floor Plan Pa_4
Inventories and Floor Plan Payables - Floor Plan Payable (Details) - Floor Plan Facility - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Floor Plan Payable | |||
Maximum borrowing capacity | $ 1,700,000 | $ 1,700,000 | $ 1,700,000 |
Increase in aggregate amount | $ 50,000 | $ 50,000 | $ 50,000 |
Applicable interest rate (as a percent) | 6.63% | 2.18% | 6.01% |
FLAIR offset account amount | $ 223,899 | $ 152,619 | $ 217,669 |
FLAIR Maximum Percentage | 35% | 35% | 35% |
Maximum | |||
Floor Plan Payable | |||
Increase in aggregate amount | $ 200,000 | $ 200,000 | $ 200,000 |
BSBY Rate | Minimum | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 1.90% | 1.90% | 1.90% |
BSBY Rate | Maximum | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 2.50% | 2.50% | 2.50% |
Base Rate | Minimum | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 0.40% | 0.40% | 0.40% |
Base Rate | Maximum | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 1% | 1% | 1% |
Letters of credit | |||
Floor Plan Payable | |||
Maximum borrowing capacity | $ 30,000 | $ 30,000 | $ 30,000 |
Line of Credit | |||
Floor Plan Payable | |||
Maximum borrowing capacity | $ 70,000 | $ 70,000 | $ 70,000 |
Applicable interest rate (as a percent) | 6.83% | 2.38% | 6.21% |
Line of Credit | BSBY Rate | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 2.25% | 2.25% | 2.25% |
Line of Credit | BSBY Rate | In Case of BSBY Rate Loan | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 0.50% | 0.50% | 0.50% |
Line of Credit | BSBY Rate | In Case of Base Rate Loan | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 1.75% | 1.75% | 1.75% |
Line of Credit | Federal Funds Rate | |||
Floor Plan Payable | |||
Variable rate spread (as a percent) | 0.75% | 0.75% | 0.75% |
Inventories and Floor Plan Pa_5
Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Minimum | |||
Floor Plan Payable | |||
Floor plan payment due period | 3 days | 3 days | 3 days |
Maximum | |||
Floor Plan Payable | |||
Floor plan payment due period | 10 days | 10 days | 10 days |
Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | $ 1,700,000 | $ 1,700,000 | $ 1,700,000 |
Less: borrowings | (1,042,099) | (1,237,208) | (1,319,941) |
Less: FLAIR offset account | (223,899) | (152,619) | (217,669) |
Additional borrowing capacity | 434,002 | 310,173 | 162,390 |
Less: short-term payable for sold inventory | (61,520) | (77,468) | (33,501) |
Less: purchase commitments | (22,991) | (129,580) | (43,807) |
Unencumbered borrowing capacity | 349,491 | 103,125 | 85,082 |
Line of Credit | Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | 70,000 | 70,000 | 70,000 |
Less: borrowings | (20,885) | (20,885) | (20,885) |
Additional borrowing capacity | 49,115 | 49,115 | 49,115 |
Letters of credit | Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | 30,000 | 30,000 | 30,000 |
Less: outstanding letters of credit | (11,371) | (11,500) | (11,371) |
Additional letters of credit capacity | $ 18,629 | $ 18,500 | $ 18,629 |
Restructuring and Long-Lived _3
Restructuring and Long-Lived Asset Impairment - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 16 Months Ended | 30 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) location | Dec. 31, 2021 USD ($) | |
2019 Strategic Shift | |||||
2019 Strategic Shift | |||||
Number of distribution centers closed | location | 2 | ||||
Restructuring charges | $ 1,084 | $ 2,201 | |||
2019 Strategic Shift | Minimum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 120,000 | ||||
2019 Strategic Shift | Maximum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 132,200 | ||||
2019 Strategic Shift | Labor, lease and other operating expenses | |||||
2019 Strategic Shift | |||||
Incurred costs | 40,000 | ||||
2019 Strategic Shift | Labor, lease and other operating expenses | Minimum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 1,400 | ||||
2019 Strategic Shift | Labor, lease and other operating expenses | Maximum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 4,600 | ||||
2019 Strategic Shift | One-time termination benefits | |||||
2019 Strategic Shift | |||||
Restructuring charges | $ 1,239 | ||||
Expected incurred costs | $ 1,200 | ||||
2019 Strategic Shift | Lease termination costs | |||||
2019 Strategic Shift | |||||
Restructuring charges | 723 | $ 5,374 | 13,532 | ||
Incurred costs | 19,400 | ||||
2019 Strategic Shift | Lease termination costs | Minimum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 20,000 | ||||
2019 Strategic Shift | Lease termination costs | Maximum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 29,000 | ||||
2019 Strategic Shift | Incremental inventory reserve charges | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 57,400 | ||||
2019 Strategic Shift | Other associated costs | |||||
2019 Strategic Shift | |||||
Restructuring charges | 1,084 | 2,023 | 5,003 | 31,840 | |
Incurred costs | 40,000 | ||||
2019 Strategic Shift | Other associated costs | Minimum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 41,400 | ||||
2019 Strategic Shift | Other associated costs | Maximum | |||||
2019 Strategic Shift | |||||
Expected incurred costs | 44,600 | ||||
2019 Strategic Shift | Restructuring costs excluding incremental inventory reserve charges | |||||
2019 Strategic Shift | |||||
Restructuring charges | 1,084 | $ 2,746 | $ 10,377 | $ 46,611 | |
2019 Strategic Shift | Outdoor Lifestyle Locations | |||||
2019 Strategic Shift | |||||
Closed/divested | location | 39 | ||||
2019 Strategic Shift | Specialty Retail locations | |||||
2019 Strategic Shift | |||||
Closed/divested | location | 20 | ||||
Active Sports | |||||
2019 Strategic Shift | |||||
Impairment charges | 6,600 | ||||
Impairment of Intangible Assets, Finite-Live | 4,500 | ||||
Other Asset Impairment Charges | $ 2,100 |
Restructuring and Long-Lived _4
Restructuring and Long-Lived Asset Impairment - 2019 Strategic Shift Costs (Details) - 2019 Strategic Shift - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 30 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Costs | ||||
Charged to expense | $ 1,084 | $ 2,201 | ||
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases | 500 | $ 4,300 | $ 7,600 | |
One-time termination benefits | ||||
Restructuring Costs | ||||
Charged to expense | 1,239 | |||
Paid or otherwise settled | (1,239) | |||
Lease termination costs | ||||
Restructuring Costs | ||||
Beginning balance | 723 | |||
Charged to expense | 723 | 5,374 | 13,532 | |
Paid or otherwise settled | (6,097) | (13,532) | ||
Ending balance | 723 | |||
Other associated costs | ||||
Restructuring Costs | ||||
Beginning balance | 869 | 926 | 842 | |
Charged to expense | 1,084 | 2,023 | 5,003 | 31,840 |
Paid or otherwise settled | (1,014) | (2,107) | (4,976) | (30,914) |
Ending balance | 939 | 842 | 869 | 926 |
Restructuring costs excluding incremental inventory reserve charges | ||||
Restructuring Costs | ||||
Beginning balance | 869 | 926 | 1,565 | |
Charged to expense | 1,084 | 2,746 | 10,377 | 46,611 |
Paid or otherwise settled | (1,014) | (2,107) | (11,073) | (45,685) |
Ending balance | $ 939 | 1,565 | $ 869 | $ 926 |
Lease termination charges | Lease termination costs | ||||
Restructuring Costs | ||||
Charged to expense | $ 178 |
Restructuring and Long-Lived _5
Restructuring and Long-Lived Asset Impairment - Long-Lived Asset and Investment Impairment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Long-lived Asset Impairment | |
Long-lived asset impairment | $ 7,045 |
Leasehold improvements | |
Long-lived Asset Impairment | |
Long-lived asset impairment | 740 |
Furniture and equipment | |
Long-lived Asset Impairment | |
Long-lived asset impairment | 329 |
Software | |
Long-lived Asset Impairment | |
Long-lived asset impairment | 1,362 |
Construction in progress and software in development | |
Long-lived Asset Impairment | |
Long-lived asset impairment | 113 |
Intangible Assets | |
Long-lived Asset Impairment | |
Long-lived asset impairment | 4,501 |
Unrelated to 2019 Strategic Shift | |
Long-lived Asset Impairment | |
Long-lived asset impairment | $ (7,045) |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) - Disposal Group - Properties held for sale | Mar. 31, 2023 property location |
Assets held for sale | |
Number of properties | property | 2 |
Number of properties with associated secured borrowings | location | 1 |
Assets Held for Sale - Assets a
Assets Held for Sale - Assets and Related Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Assets held for sale: | |||
Assets held for sale | $ 13,971 | $ 0 | $ 0 |
Liabilities related to assets held for sale: | |||
Liabilities related to assets held for sale | 7,650 | 0 | 0 |
Disposal Group | Properties held for sale | |||
Assets held for sale: | |||
Property and equipment, net | 13,971 | 0 | 0 |
Assets held for sale | 13,971 | 0 | 0 |
Liabilities related to assets held for sale: | |||
Current portion of long-term debt | 788 | 0 | 0 |
Long-term debt, net of current portion | 6,862 | 0 | 0 |
Liabilities related to assets held for sale | $ 7,650 | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||||
Balance (excluding impairment charges) | $ 725,471 | |||
Accumulated impairment charges | (241,837) | |||
Balance | $ 622,423 | $ 483,634 | $ 506,954 | |
Acquisitions | 122 | 23,320 | 115,469 | |
Balance | 622,545 | 506,954 | 622,423 | |
Good Sam Services and Plans | ||||
Goodwill | ||||
Balance (excluding impairment charges) | 70,713 | |||
Accumulated impairment charges | (46,884) | |||
Balance | 24,234 | 23,829 | 23,829 | |
Acquisitions | 405 | |||
Balance | 24,234 | 23,829 | 24,234 | |
RV and Outdoor Retail | ||||
Goodwill | ||||
Balance (excluding impairment charges) | 654,758 | |||
Accumulated impairment charges | $ (194,953) | |||
Balance | 598,189 | 459,805 | 483,125 | |
Acquisitions | 122 | 23,320 | 115,064 | |
Balance | $ 598,311 | $ 483,125 | $ 598,189 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets | |||
Cost or Fair Value | $ 56,426 | $ 54,726 | $ 59,227 |
Accumulated Amortization | (34,976) | (39,345) | (38,282) |
Net | 21,450 | 15,381 | 20,945 |
Good Sam services and plans | Membership, customer lists and other | |||
Intangible Assets | |||
Cost or Fair Value | 9,140 | 9,640 | 9,640 |
Accumulated Amortization | (8,776) | (9,040) | (8,971) |
Net | 364 | 600 | 669 |
Good Sam services and plans | Trademarks and trade names | |||
Intangible Assets | |||
Cost or Fair Value | 2,132 | 2,132 | |
Accumulated Amortization | (130) | (95) | |
Net | 2,002 | 2,037 | |
Good Sam services and plans | Websites | |||
Intangible Assets | |||
Cost or Fair Value | 3,050 | 3,050 | 3,050 |
Accumulated Amortization | (355) | (792) | (682) |
Net | 2,695 | 2,258 | 2,368 |
RV and Outdoor Retail | Customer lists and domain names | |||
Intangible Assets | |||
Cost or Fair Value | 5,626 | 4,872 | 5,626 |
Accumulated Amortization | (2,445) | (3,025) | (2,880) |
Net | 3,181 | 1,847 | 2,746 |
RV and Outdoor Retail | Supplier Lists | |||
Intangible Assets | |||
Cost or Fair Value | 1,696 | 1,696 | 1,696 |
Accumulated Amortization | (509) | (824) | (763) |
Net | 1,187 | 872 | 933 |
RV and Outdoor Retail | Trademarks and trade names | |||
Intangible Assets | |||
Cost or Fair Value | 29,564 | 27,251 | 29,564 |
Accumulated Amortization | (18,756) | (20,049) | (19,691) |
Net | 10,808 | 7,202 | 9,873 |
Incremental accelerated amortization expense | 8,800 | ||
RV and Outdoor Retail | Websites | |||
Intangible Assets | |||
Cost or Fair Value | 7,350 | 6,085 | 7,519 |
Accumulated Amortization | (4,135) | (5,485) | (5,200) |
Net | $ 3,215 | $ 600 | $ 2,319 |
Long-Term Debt - Outstanding lo
Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Long-Term Debt | |||
Long-term debt | $ 1,552,273 | $ 1,509,645 | $ 1,390,417 |
Less: current portion | (26,969) | (25,229) | (15,825) |
Long-term debt, net of current portion | 1,525,304 | 1,484,416 | 1,374,592 |
Term Loan Facility | |||
Long-Term Debt | |||
Long-term debt | 1,354,221 | 1,360,454 | 1,364,560 |
Less: current portion | (14,015) | (14,015) | (14,015) |
Long-term debt, net of current portion | 1,340,206 | 1,346,439 | 1,350,545 |
Unamortized discount | 13,721 | 14,224 | 16,310 |
Finance costs | 5,535 | 5,807 | 6,622 |
Real Estate Facilities | |||
Long-Term Debt | |||
Long-term debt | 194,802 | 145,911 | 22,486 |
Finance costs | 3,900 | 3,400 | 200 |
Other Long-Term Debt | |||
Long-Term Debt | |||
Long-term debt | $ 3,250 | $ 3,280 | $ 3,371 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2021 | |
Senior Secured Credit Facilities | ||||
Long-Term Debt | ||||
Maximum borrowing capacity, increase in capacity | $ 725 | $ 725 | $ 725 | |
Amount of EBITDA that can be used to increase credit facility (as a percent) | 100% | 100% | 100% | |
Term Loan Facility | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 1,400 | $ 1,400 | $ 1,400 | |
Effective interest rate (as a percent) | 7.44% | 3.46% | 7.03% | |
Principle payment on Term Loan Facility | $ 3.5 | $ 3.5 | $ 3.5 | |
Revolving Credit Facility | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 65 | $ 65 | $ 65 | |
Line of Credit | Term Loan Facility | ||||
Long-Term Debt | ||||
Prepayment requirement as a percentage of excess cash flow (as a percent) | 50% | 50% | 50% | |
Letters of credit | Revolving Credit Facility | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 15 | $ 15 | $ 15 | $ 25 |
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments | 35% | 35% | 35% | |
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% | 35% | 35% |
Long-Term Debt - Outstanding am
Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Long-term debt | |||
Long-Term Debt | $ 1,552,273 | $ 1,390,417 | $ 1,509,645 |
Less: current portion | (26,969) | (15,825) | (25,229) |
Long-term debt, net of current portion | 1,525,304 | 1,374,592 | 1,484,416 |
Senior Secured Credit Facilities | |||
Long-term debt | |||
Less: outstanding letters of credit | (4,900) | (4,900) | (4,900) |
Term Loan Facility | |||
Long-term debt | |||
Principal amount of borrowings | 1,400,000 | 1,400,000 | 1,400,000 |
Less: cumulative principal payments | (26,523) | (12,508) | (19,515) |
Less: unamortized original issue discount | (13,721) | (16,310) | (14,224) |
Less: unamortized finance costs | (5,535) | (6,622) | (5,807) |
Long-Term Debt | 1,354,221 | 1,364,560 | 1,360,454 |
Less: current portion | (14,015) | (14,015) | (14,015) |
Long-term debt, net of current portion | $ 1,340,206 | $ 1,350,545 | $ 1,346,439 |
Average interest rate (as a percent) | 7.20% | 3.25% | 6.80% |
Effective interest rate (as a percent) | 7.44% | 3.46% | 7.03% |
Revolving Credit Facility | |||
Long-term debt | |||
Principal amount of borrowings | $ 65,000 | $ 65,000 | $ 65,000 |
Less: outstanding letters of credit | (4,930) | (4,930) | (4,930) |
Additional letters of credit capacity | $ 60,070 | $ 60,070 | $ 60,070 |
Long-Term Debt - Real Estate Fa
Long-Term Debt - Real Estate Facilities (Details) - USD ($) $ in Thousands | Oct. 27, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Nov. 30, 2018 |
Long-term debt | |||||||
Revolving line of credit | $ 20,885 | $ 20,885 | $ 20,885 | ||||
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 | ||||||
Remaining Available | $ 68,394 | ||||||
Wtd. Average Interest Rate | 7.10% | ||||||
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% | ||||||
Real Estate Facilities | |||||||
Long-term debt | |||||||
Remaining Available | $ 68,394 | ||||||
First CIBC Real Estate Facility | |||||||
Long-term debt | |||||||
Wtd. Average Interest Rate | 7.46% | ||||||
First CIBC Real Estate Facility | Secured Debt | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 21,500 | ||||||
Second CIBC Real Estate Facility | |||||||
Long-term debt | |||||||
Wtd. Average Interest Rate | 7.46% | ||||||
Second CIBC Real Estate Facility | Secured Debt | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 9,000 | ||||||
Third CIBC Real Estate Facility | |||||||
Long-term debt | |||||||
Wtd. Average Interest Rate | 7.21% | ||||||
Third CIBC Real Estate Facility | Secured Debt | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 10,100 |
Long Term Debt - Real Estate Fa
Long Term Debt - Real Estate Facilities - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||
Outstanding notes | $ 1,552,273 | $ 1,509,645 | $ 1,390,417 |
Real Estate Facilities | |||
Debt Instrument [Line Items] | |||
Outstanding notes | 194,802 | $ 145,911 | $ 22,486 |
Less: Amount reclassified to liabilities related to assets held for sale | (7,650) | ||
Remaining Available | 68,394 | ||
M & T Real Estate Facility | |||
Debt Instrument [Line Items] | |||
Outstanding notes | 181,606 | ||
Remaining Available | $ 68,394 | ||
Wtd. Average Interest Rate | 7.10% | ||
First CIBC Real Estate Facility | |||
Debt Instrument [Line Items] | |||
Outstanding notes | $ 3,864 | ||
Wtd. Average Interest Rate | 7.46% | ||
Second CIBC Real Estate Facility | |||
Debt Instrument [Line Items] | |||
Outstanding notes | $ 7,650 | ||
Wtd. Average Interest Rate | 7.46% | ||
Third CIBC Real Estate Facility | |||
Debt Instrument [Line Items] | |||
Outstanding notes | $ 9,332 | ||
Wtd. Average Interest Rate | 7.21% |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Long-Term Debt | |||
Long-term debt | $ 1,552,273 | $ 1,509,645 | $ 1,390,417 |
Other Long-Term Debt | |||
Long-Term Debt | |||
Long-term debt | $ 3,250 | $ 3,280 | $ 3,371 |
Interest rate (as a percent) | 3.50% |
Lease Obligations - Lease Costs
Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease costs | ||
Operating lease cost | $ 29,205 | $ 28,496 |
Amortization of finance lease assets | (2,813) | |
Amortization of finance lease assets | 2,691 | |
Interest on finance lease liabilities | 1,399 | 987 |
Short-term lease cost | 514 | 463 |
Variable lease cost | 6,289 | 6,194 |
Sublease income | (657) | (393) |
Net lease costs | $ 33,937 | $ 38,438 |
Lease Obligations - Financial S
Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Lease Obligations | |||
Finance lease assets | $ 93.6 | $ 88.1 | $ 76.9 |
Lease Obligations - Supplementa
Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease Obligations | ||
Operating cash flows for operating leases | $ 28,774 | $ 28,873 |
Operating cash flows for finance leases | 1,395 | 962 |
Financing cash flows for finance leases | 1,233 | 1,021 |
New, remeasured, and terminated operating leases | 2,693 | 13,341 |
New, remeasured and terminated finance leases | $ 7,700 | $ 3,875 |
Lease Obligations - Sale-Leaseb
Lease Obligations - Sale-Leaseback Arrangement (Details) $ in Millions | Feb. 08, 2022 USD ($) agreement Options property |
Lease Obligations | |
Number of properties associated in sale leaseback transaction | property | 3 |
Sale price of properties | $ 28 |
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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Fair Value Measurements | |||
Liabilities related to assets held for sale | $ 7,650 | $ 0 | $ 0 |
Level 2 | Carrying Value | Term Loan Facility | |||
Fair Value Measurements | |||
Debt instrument | 1,354,221 | 1,360,454 | 1,364,560 |
Level 2 | Carrying Value | Floor Plan Facility | |||
Fair Value Measurements | |||
Debt instrument | 20,885 | 20,885 | 20,885 |
Level 2 | Carrying Value | Real Estate Facilities | |||
Fair Value Measurements | |||
Debt instrument | 202,452 | 145,911 | 22,486 |
Liabilities related to assets held for sale | 7,700 | ||
Level 2 | Carrying Value | Other Long-Term Debt | |||
Fair Value Measurements | |||
Debt instrument | 3,250 | 3,280 | 3,371 |
Level 2 | Fair Value | Term Loan Facility | |||
Fair Value Measurements | |||
Debt instrument | 1,387,212 | 1,394,290 | 1,401,367 |
Level 2 | Fair Value | Floor Plan Facility | |||
Fair Value Measurements | |||
Debt instrument | 21,213 | 19,823 | 18,624 |
Level 2 | Fair Value | Real Estate Facilities | |||
Fair Value Measurements | |||
Debt instrument | 211,085 | 145,664 | 21,639 |
Level 2 | Fair Value | Other Long-Term Debt | |||
Fair Value Measurements | |||
Debt instrument | $ 2,945 | $ 2,944 | $ 3,187 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) $ in Thousands | Oct. 08, 2021 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 22, 2021 lawsuit |
Commitments and Contingencies | |||||
Surety bonds outstanding | $ 22,400 | $ 22,000 | $ 19,900 | ||
Senior Secured Credit Facilities | |||||
Commitments and Contingencies | |||||
Letters of Credit Outstanding, Amount | 4,900 | 4,900 | 4,900 | ||
Letters of credit | Floor Plan Facility | |||||
Commitments and Contingencies | |||||
Letters of Credit Outstanding, Amount | $ 11,371 | $ 11,371 | $ 11,500 | ||
Weissmann | |||||
Commitments and Contingencies | |||||
Number of lawsuits | lawsuit | 1 | ||||
Minimum | Weissmann | |||||
Commitments and Contingencies | |||||
Damages sought by plaintiff | $ 2,500 |
Statement of Cash Flows (Detail
Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid (refund) during the period for: | ||
Interest | $ 29,289 | $ 18,894 |
Income taxes | (93) | 1,412 |
Non-cash investing activities: | ||
Vehicles transferred to property and equipment from inventory | 136 | 255 |
Capital expenditures in accounts payable and accrued liabilities | 6,068 | 9,674 |
Non-cash financing activities: | ||
Par value of Class A common stock issued for redemption of common units in CWGS, LLC | 20 | 1 |
Cost of treasury stock issued for vested restricted stock units | $ 1,300 | $ 4,749 |
Acquisitions - General Informat
Acquisitions - General Information (Details) - RV and Outdoor Retail - RV Dealership Groups $ in Millions | 3 Months Ended |
Mar. 31, 2022 USD ($) location | |
Acquisitions | |
Cash paid for acquisition | $ 34.8 |
Number of locations acquired | location | 2 |
Real properties purchased | $ 12.1 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tangible assets (liabilities) acquired (assumed): | ||||
Goodwill | $ 622,545 | $ 506,954 | $ 622,423 | $ 483,634 |
Cash paid for acquisitions, net of cash acquired | 0 | 34,808 | ||
RV and Outdoor Retail | ||||
Tangible assets (liabilities) acquired (assumed): | ||||
Goodwill | 598,311 | 483,125 | 598,189 | 459,805 |
RV and Outdoor Retail | 2023 Acquisitions | ||||
Tangible assets (liabilities) acquired (assumed): | ||||
Inventories, net | (122) | |||
Prepaid expenses and other assets | 0 | |||
Property and equipment, net | 0 | |||
Accrued liabilities | 0 | |||
Total tangible net assets acquired | (122) | |||
Goodwill | 122 | |||
Cash paid for acquisitions, net of cash acquired | 0 | |||
Inventory purchases financed via floor plan | 0 | |||
Cash payment net of floor plan financing | 0 | |||
RV and Outdoor Retail | 2022 Acquisitions | ||||
Tangible assets (liabilities) acquired (assumed): | ||||
Inventories, net | 11,425 | |||
Prepaid expenses and other assets | 13 | |||
Property and equipment, net | 70 | |||
Accrued liabilities | (20) | |||
Total tangible net assets acquired | 11,488 | |||
Goodwill | 23,320 | |||
Cash paid for acquisitions, net of cash acquired | 34,808 | |||
Inventory purchases financed via floor plan | (5,876) | |||
Cash payment net of floor plan financing | 28,932 | |||
Good Sam Services and Plans | ||||
Tangible assets (liabilities) acquired (assumed): | ||||
Goodwill | $ 24,234 | $ 23,829 | $ 24,234 | $ 23,829 |
Acquisitions - Goodwill, Revenu
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - Assets Or Stock Of Multiple Dealership Locations Acquired [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Acquisitions | |
Goodwill for tax purposes | $ 23,300 |
Revenue | 4,900 |
Pre-tax income (loss) | $ 300 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Total Tax Impact of LLC Conversion | $ 0 | |||
Effective tax rate (as a percent) | 5.30% | 16.40% | ||
Valuation allowance on deferred tax assets | $ 700 | |||
Federal income tax rate (as a percent) | 21% | 21% | ||
Sate income tax rate (as a percent) | 4.30% | |||
Payment, as percent of tax benefits (as a percent) | 85% | |||
Current portion of liabilities under tax receivable agreement | $ 10,935 | $ 11,322 | $ 10,873 | |
Common units redemption | 50,000 | |||
Number of units redeemed | 50,000 | |||
Increase in tax receivable agreement liability | $ 400 | |||
Increase Decrease In Deferred Tax Asset Due To Tax Receivable Agreement. | 500 | |||
Increase in net deferred tax assets due to payments under tax receivable agreement | $ 6,300 | |||
Decrease in deferred tax assets | $ 9,400 | |||
Increase in non-current portion of Tax Receivable Agreement liability | 5,400 | |||
Increase in additional paid-in capital | $ 900 | |||
Class A common stock | ||||
Shares repurchased (in shares) | 0 | 2,592,524 | ||
CWGS, LLC | Class A common stock | ||||
Units redeemed | 2,000,000 | |||
Tax receivable agreement | Chief Executive Officer | CWGS, LLC | ||||
Number of units redeemed | 2,000,000 | |||
CWGS, LLC | ||||
Ownership interest | 100% | 100% | 100% | |
CWH | CWGS, LLC | ||||
Ownership interest | 52.60% | 49.80% | 50.20% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Reimbursable Fees | Mr. Lemonis | ||
Related party transactions | ||
Due To Related Parties | $ 0.1 | |
Related Party Agreement | Andris A. Baltins | ||
Related party transactions | ||
Related party expense | 0.1 | |
FreedomRoads | Lease Agreement | Managers and Officers | ||
Related party transactions | ||
Related party expense | $ 1.5 | 0.6 |
FreedomRoads | Lease Agreement | Mr. Lemonis | ||
Related party transactions | ||
Related party expense | $ 0.2 | $ 0.2 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Repurchase Program | ||
Authorized amount for stock repurchase program | $ 120,200 | |
Payment for share repurchased | $ 0 | $ 79,757 |
Class A common stock | ||
Stock Repurchase Program | ||
Shares repurchased (in shares) | 0 | 2,592,524 |
Payment for share repurchased | $ 79,800 | |
Weighted average price (per share) | $ 30.76 | |
Stock award to employee (In shares) | 25,696 | 99,907 |
Non-Controlling Interests - Own
Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Non-Controlling Interests | |||
Units held | 84,511,172 | 83,732,875 | 84,485,476 |
Ownership interest | 100% | 100% | 100% |
CWH | |||
Non-Controlling Interests | |||
Units held | 44,466,636 | 41,688,339 | 42,440,940 |
Ownership interest | 52.60% | 49.80% | 50.20% |
Continuing Equity Owners | |||
Non-Controlling Interests | |||
Units held | 40,044,536 | 42,044,536 | 42,044,536 |
Ownership interest | 47.40% | 50.20% | 49.80% |
Non-Controlling Interests - Cha
Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Non-Controlling Interests | ||||
Number of units redeemed | 50,000 | |||
Summarizes the effects of change in ownership: | ||||
Net income attributable to Camping World Holdings, Inc. | $ 3,169 | $ 44,730 | ||
Transfers to non-controlling interests: | ||||
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | 11,849 | 69,609 | ||
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 | (17) | (111) | ||
Decrease in additional paid-in capital as a result of the vesting of restricted stock units | (1,104) | (4,067) | ||
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | 128 | 243 | ||
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock | 0 | 28,398 | ||
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | 9,673 | $ 416 | ||
Common Unit Giftees | ||||
Non-Controlling Interests | ||||
Number of shares gifted | 2,000,000 | |||
Additional consideration | $ 0 | |||
Common Unit Giftees | Class A common stock | ||||
Non-Controlling Interests | ||||
Number of units redeemed | 2,000,000 | |||
Class A common stock issued in exchange for common units in CWGS, LLC | 2,000,000 | |||
Common Unit Giftees | Class B common stock | ||||
Non-Controlling Interests | ||||
Number of shares issued | 2,000,000 | |||
Shares cancelled | 2,000,000 |
Equity-Based Compensation Pla_3
Equity-Based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity-based compensation expense: | ||
Equity based compensation expense | $ 6,358 | $ 11,674 |
Costs applicable to revenue | ||
Equity-based compensation expense: | ||
Equity based compensation expense | 132 | 141 |
Selling, general, and administrative | ||
Equity-based compensation expense: | ||
Equity based compensation expense | $ 6,226 | $ 11,533 |
Equity-Based Compensation Pla_4
Equity-Based Compensation Plans - Stock Options (Details) - Stock options - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Outstanding at December 31, 2022 (in shares) | 238 | |
Exercised (in shares) | (2) | |
Forfeited (in shares) | (5) | |
Outstanding and exercisable at March 31, 2023 (in shares) | 231 |
Equity-Based Compensation Pla_5
Equity-Based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Restricted Stock Units | |
Outstanding at December 31, 2022 (in shares) | 2,549,000 |
Granted (in shares) | 261,000 |
Vested (in shares) | (37,000) |
Forfeited (in shares) | (79,000) |
Outstanding at March 31, 2023 (shares) | 2,694,000 |
Employees | |
Restricted Stock Units | |
Granted (in shares) | 261,308 |
Grant date fair value (in dollars) | $ | $ 4.7 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value (per share) | $ / shares | $ 18.12 |
Employees | Maximum | |
Restricted Stock Units | |
Vesting period | 5 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income | $ 4,903 | $ 107,299 |
Less: net income attributable to non-controlling interests | (1,734) | (62,569) |
Net income attributable to Camping World Holdings, Inc. - basic | 3,169 | 44,730 |
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs | 0 | 332 |
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 | 1,297 | 0 |
Net income attributable to Camping World Holdings, Inc. - diluted | $ 4,466 | $ 45,062 |
Restricted Stock Units (RSUs) | ||
Denominator: | ||
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock | 2,122 | 1,632 |
Class A common stock | ||
Denominator: | ||
Weighted-average shares of Class A common stock outstanding - basic | 44,455 | 43,553 |
Dilutive options to purchase Class A common stock | 15 | 88 |
Dilutive restricted stock units | 202 | 574 |
Dilutive common units of CWGS, LLC that are convertible into Class A common stock | 40,045 | 0 |
Weighted-average shares of Class A common stock outstanding - diluted | 84,717 | 44,215 |
Earnings per share of Class A common stock - basic | $ 0.07 | $ 1.03 |
Earnings per share of Class A common stock - diluted | $ 0.05 | $ 1.02 |
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 |
Segments Information - Revenue
Segments Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segments Information | ||
Revenue | $ 1,486,880 | $ 1,662,396 |
Intersegment Eliminations | ||
Segments Information | ||
Revenue | (3,422) | (7,319) |
Good Sam Services and Plans | ||
Segments Information | ||
Revenue | 46,367 | 44,559 |
Good Sam Services and Plans | Intersegment Eliminations | ||
Segments Information | ||
Revenue | (596) | (270) |
New vehicles | ||
Segments Information | ||
Revenue | 646,752 | 834,959 |
New vehicles | Intersegment Eliminations | ||
Segments Information | ||
Revenue | (1,178) | (1,613) |
Used vehicles | ||
Segments Information | ||
Revenue | 444,746 | 403,032 |
Used vehicles | Intersegment Eliminations | ||
Segments Information | ||
Revenue | (941) | (786) |
Products, service and other | ||
Segments Information | ||
Revenue | 207,661 | 214,973 |
Products, service and other | Intersegment Eliminations | ||
Segments Information | ||
Revenue | (174) | (245) |
Finance and insurance, net | ||
Segments Information | ||
Revenue | 129,772 | 153,378 |
Finance and insurance, net | Intersegment Eliminations | ||
Segments Information | ||
Revenue | (533) | (4,405) |
Good Sam Club | ||
Segments Information | ||
Revenue | 11,582 | 11,495 |
Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Revenue | 46,963 | 44,829 |
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Revenue | 46,963 | 44,829 |
RV and Outdoor Retail | ||
Segments Information | ||
Revenue | 1,440,513 | 1,617,837 |
RV and Outdoor Retail | Operating Segments | ||
Segments Information | ||
Revenue | 1,443,339 | 1,624,886 |
RV and Outdoor Retail | New vehicles | ||
Segments Information | ||
Revenue | 646,752 | 834,959 |
RV and Outdoor Retail | New vehicles | Operating Segments | ||
Segments Information | ||
Revenue | 647,930 | 836,572 |
RV and Outdoor Retail | Used vehicles | ||
Segments Information | ||
Revenue | 444,746 | 403,032 |
RV and Outdoor Retail | Used vehicles | Operating Segments | ||
Segments Information | ||
Revenue | 445,687 | 403,818 |
RV and Outdoor Retail | Products, service and other | ||
Segments Information | ||
Revenue | 207,661 | 214,973 |
RV and Outdoor Retail | Products, service and other | Operating Segments | ||
Segments Information | ||
Revenue | 207,835 | 215,218 |
RV and Outdoor Retail | Finance and insurance, net | ||
Segments Information | ||
Revenue | 129,772 | 153,378 |
RV and Outdoor Retail | Finance and insurance, net | Operating Segments | ||
Segments Information | ||
Revenue | 130,305 | 157,783 |
RV and Outdoor Retail | Good Sam Club | ||
Segments Information | ||
Revenue | 11,582 | 11,495 |
RV and Outdoor Retail | Good Sam Club | Operating Segments | ||
Segments Information | ||
Revenue | $ 11,582 | $ 11,495 |
Segments Information - Segment
Segments Information - Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segments Information | ||
Total segment income | $ 58,599 | $ 149,125 |
Depreciation and amortization | (14,637) | (25,535) |
Other interest expense, net | (31,113) | (14,301) |
Other expense, net | (1,500) | (223) |
Income before income taxes | 5,176 | 128,335 |
Operating Segments | ||
Segments Information | ||
Total segment income | 56,203 | 172,671 |
Other interest expense, net | (5,742) | (2,751) |
Corporate, Non-Segment | ||
Segments Information | ||
Total segment income | (3,777) | (4,277) |
Other interest expense, net | (25,371) | (11,550) |
Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Total segment income | 23,619 | 21,172 |
Depreciation and amortization | (952) | (790) |
Other interest expense, net | 55 | 0 |
RV and Outdoor Retail | Operating Segments | ||
Segments Information | ||
Total segment income | 32,584 | 151,499 |
Depreciation and amortization | (13,685) | (24,745) |
Other interest expense, net | $ (5,797) | $ (2,751) |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segments Information | ||
Depreciation and amortization | $ 14,637 | $ 25,535 |
Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Depreciation and amortization | 952 | 790 |
RV and Outdoor Retail | Operating Segments | ||
Segments Information | ||
Depreciation and amortization | $ 13,685 | $ 24,745 |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segments Information | ||
Other interest expense, net | $ 31,113 | $ 14,301 |
Operating Segments | ||
Segments Information | ||
Other interest expense, net | 5,742 | 2,751 |
Corporate, Non-Segment | ||
Segments Information | ||
Other interest expense, net | 25,371 | 11,550 |
Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Other interest expense, net | (55) | 0 |
RV and Outdoor Retail | Operating Segments | ||
Segments Information | ||
Other interest expense, net | $ 5,797 | $ 2,751 |
Segments Information - Assets (
Segments Information - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Segments Information | |||
Assets | $ 4,630,513 | $ 4,800,147 | $ 4,727,535 |
Operating Segments | |||
Segments Information | |||
Assets | 4,420,622 | 4,579,195 | 4,433,027 |
Corporate, Non-Segment | |||
Segments Information | |||
Assets | 209,891 | 220,952 | 294,508 |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Assets | 89,308 | 130,841 | 77,791 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Assets | $ 4,331,314 | $ 4,448,354 | $ 4,355,236 |