Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 16, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-37908 | ||
Entity Registrant Name | CAMPING WORLD HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1737145 | ||
Entity Address, Address Line One | 2 Marriott Drive | ||
Entity Address, City or Town | Lincolnshire | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60069 | ||
City Area Code | 847 | ||
Local Phone Number | 808-3000 | ||
Title of 12(b) Security | Class A Common Stock, | ||
Trading Symbol | CWH | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001669779 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Chicago, Illinois | ||
Entity Public Float | $ 1,247,398,270 | ||
Class A common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 45,071,074 | ||
Class B common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 39,466,964 | ||
Class C common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 39,647 | $ 130,131 |
Contracts in transit | 60,229 | 50,349 |
Accounts receivable, net | 128,070 | 112,411 |
Inventories | 2,042,949 | 2,123,858 |
Prepaid expenses and other assets | 48,353 | 66,913 |
Assets held for sale | 29,864 | 0 |
Total current assets | 2,349,112 | 2,483,662 |
Property and equipment, net | 834,426 | 758,281 |
Operating lease assets | 740,052 | 742,306 |
Deferred tax assets, net | 157,326 | 143,226 |
Intangible assets, net | 13,717 | 20,945 |
Goodwill | 711,222 | 622,423 |
Other assets | 39,829 | 29,304 |
Total assets | 4,845,684 | 4,800,147 |
Current liabilities: | ||
Accounts payable | 133,516 | 127,691 |
Accrued liabilities | 149,096 | 147,833 |
Deferred revenues | 92,366 | 95,695 |
Current portion of operating lease liabilities | 63,695 | 61,745 |
Current portion of finance lease liabilities | 17,133 | 10,244 |
Current portion of Tax Receivable Agreement liability | 12,943 | 10,873 |
Current portion of long-term debt | 22,121 | 25,229 |
Notes payable - floor plan, net | 1,371,145 | 1,319,941 |
Other current liabilities | 68,536 | 73,076 |
Liabilities related to assets held for sale | 17,288 | 0 |
Total current liabilities | 1,947,839 | 1,872,327 |
Operating lease liabilities, net of current portion | 763,958 | 764,835 |
Finance lease liabilities, net of current portion | 97,751 | 94,216 |
Tax Receivable Agreement liability, net of current portion | 149,866 | 159,743 |
Revolving line of credit | 20,885 | 20,885 |
Long-term debt, net of current portion | 1,498,958 | 1,484,416 |
Deferred revenues | 66,780 | 70,247 |
Other long-term liabilities | 85,440 | 85,792 |
Total liabilities | 4,631,477 | 4,552,461 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 98,280 | 106,051 |
Treasury stock, at cost; 4,551 and 5,130 shares, respectively | (159,440) | (179,732) |
Retained earnings | 185,244 | 221,031 |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 124,584 | 147,830 |
Non-controlling interests | 89,623 | 99,856 |
Total stockholders' equity | 214,207 | 247,686 |
Total liabilities and stockholders' equity | 4,845,684 | 4,800,147 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock | 496 | 476 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock | 4 | 4 |
Class C common stock | ||
Stockholders' equity: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Treasury Stock, (In shares) | 4,551,000 | 5,130,000 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 49,571,000 | 47,571,000 |
Common stock, outstanding | 45,020,000 | 42,441,000 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 39,466,000 | 41,466,000 |
Common stock, outstanding | 39,466,000 | 41,466,000 |
Class C common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1 | 1 |
Common stock, issued | 1 | 1 |
Common stock, outstanding | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 6,226,547 | $ 6,967,013 | $ 6,913,754 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 4,347,898 | 4,704,729 | 4,457,426 |
Operating expenses: | |||
Selling, general, and administrative | 1,538,988 | 1,606,984 | 1,573,609 |
Debt restructure expense | 0 | 0 | 12,078 |
Depreciation and amortization | 68,643 | 80,304 | 66,418 |
Long-lived asset impairment | 9,269 | 4,231 | 3,044 |
Lease termination | (103) | 1,614 | 2,211 |
(Gain) loss on sale or disposal of assets | (5,222) | 622 | (576) |
Total operating expenses | 1,611,575 | 1,693,755 | 1,656,784 |
Income from operations | 267,074 | 568,529 | 799,544 |
Other expense: | |||
Floor plan interest expense | (83,075) | (42,031) | (14,108) |
Other interest expense, net | (135,270) | (75,745) | (46,912) |
Loss on debt restructure | 0 | 0 | (1,390) |
Tax Receivable Agreement liability adjustment | 2,442 | 114 | (2,813) |
Other expense, net | (1,769) | (752) | (122) |
Total other expense | (217,672) | (118,414) | (65,345) |
Income before income taxes | 49,402 | 450,115 | 734,199 |
Income tax benefit (expense) | 1,199 | (99,084) | (92,124) |
Net income | 50,601 | 351,031 | 642,075 |
Less: net income attributable to non-controlling interests | (19,557) | (214,084) | (363,614) |
Net income attributable to Camping World Holdings, Inc. | $ 31,044 | $ 136,947 | $ 278,461 |
Class A common stock | |||
Earnings per share of Class A common stock: | |||
Basic | $ 0.70 | $ 3.23 | $ 6.19 |
Diluted | $ 0.55 | $ 3.22 | $ 6.07 |
Weighted average shares of Class A common stock outstanding: | |||
Basic | 44,626 | 42,386 | 45,009 |
Diluted | 84,972 | 42,854 | 89,762 |
Good Sam Services and Plans | |||
Revenue: | |||
Total revenue | $ 193,827 | $ 192,128 | $ 180,722 |
New vehicles | |||
Revenue: | |||
Total revenue | 2,576,278 | 3,228,077 | 3,299,454 |
Used vehicles | |||
Revenue: | |||
Total revenue | 1,979,632 | 1,877,601 | 1,686,217 |
Products, service and other | |||
Revenue: | |||
Total revenue | 870,038 | 999,214 | 1,100,942 |
Finance and insurance, net | |||
Revenue: | |||
Total revenue | 562,256 | 623,456 | 598,475 |
Good Sam Club | |||
Revenue: | |||
Total revenue | 44,516 | 46,537 | 47,944 |
Good Sam Services and Plans | |||
Revenue: | |||
Total revenue | 193,827 | 192,128 | 180,722 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 59,391 | 71,966 | 72,877 |
RV and Outdoor Retail | |||
Revenue: | |||
Total revenue | 6,032,720 | 6,774,885 | 6,733,032 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 4,288,507 | 4,632,763 | 4,384,549 |
RV and Outdoor Retail | New vehicles | |||
Revenue: | |||
Total revenue | 2,576,278 | 3,228,077 | 3,299,454 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 2,175,819 | 2,576,276 | 2,423,478 |
RV and Outdoor Retail | Used vehicles | |||
Revenue: | |||
Total revenue | 1,979,632 | 1,877,601 | 1,686,217 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 1,574,238 | 1,418,053 | 1,247,794 |
RV and Outdoor Retail | Products, service and other | |||
Revenue: | |||
Total revenue | 870,038 | 999,214 | 1,100,942 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 533,625 | 631,010 | 706,074 |
RV and Outdoor Retail | Finance and insurance, net | |||
Revenue: | |||
Total revenue | 562,256 | 623,456 | 598,475 |
RV and Outdoor Retail | Good Sam Club | |||
Revenue: | |||
Total revenue | 44,516 | 46,537 | 47,944 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | $ 4,825 | $ 7,424 | $ 7,203 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock Class A common stock | Common Stock Class B common stock | Common Stock Class C common stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Non-controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 428 | $ 5 | $ 0 | $ 63,342 | $ (15,187) | $ (21,814) | $ (36,005) | $ (9,231) |
Balance (in shares) at Dec. 31, 2020 | 42,799 | 45,999 | ||||||
Balance (in shares) at Dec. 31, 2020 | (572) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | 0 | 24,490 | $ 0 | 0 | 23,446 | 47,936 |
Exercise of stock options | $ 0 | 0 | 0 | (1,651) | $ 5,762 | 0 | 0 | 4,111 |
Exercise of stock options (in shares) | 0 | 189 | ||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | $ 0 | 0 | 0 | (2,017) | $ 0 | 0 | 2,017 | 0 |
Vesting of restricted stock units | $ 0 | $ 0 | $ 0 | (28,493) | $ 34,756 | 0 | (6,263) | 0 |
Vesting of restricted stock units (in shares) | 0 | 0 | 0 | 971 | ||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | $ 0 | $ 0 | (989) | $ (11,100) | 0 | 0 | (12,089) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | 0 | 0 | 0 | (303) | ||||
Stock award to employee | $ 0 | $ 0 | $ 0 | (15,551) | $ 19,586 | 0 | (4,035) | 0 |
Stock award to employee (In shares) | 511 | |||||||
Repurchases of Class A common stock for withholding taxes on stock award to employee | 0 | 0 | 0 | (160) | $ (7,567) | 0 | 0 | (7,727) |
Repurchases of Class A common stock for withholding taxes on stock award to employee (in shares) | (197) | |||||||
Repurchases of Class A common stock to treasury stock | 0 | 0 | 0 | 74,487 | $ (156,256) | 0 | (74,487) | (156,256) |
Repurchases of Class A common stock to treasury stock (Shares) | (3,989) | |||||||
Redemption of LLC common units for Class A common stock | $ 47 | $ (1) | 0 | 15,685 | $ 0 | 0 | 1,392 | 17,123 |
Redemption of LLC common units for Class A common stock (in shares) | 4,722 | (4,533) | ||||||
Distributions to holders of LLC common units | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (193,735) | (193,735) |
Dividends | 0 | 0 | 0 | 0 | 0 | (67,176) | 0 | (67,176) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (31,137) | 0 | 0 | 0 | (31,137) |
Non-controlling interest adjustment | 0 | 0 | 0 | 107 | 0 | 0 | (107) | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 278,461 | 363,614 | 642,075 |
Balance at Dec. 31, 2021 | $ 475 | $ 4 | $ 0 | 98,113 | $ (130,006) | 189,471 | 75,837 | 233,894 |
Balance (in shares) at Dec. 31, 2021 | 47,521 | 41,466 | 0 | |||||
Balance (in shares) at Dec. 31, 2021 | (3,390) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 13,897 | $ 0 | 0 | 16,830 | 30,727 |
Exercise of stock options | $ 0 | 0 | 0 | (349) | $ 890 | 0 | 0 | 541 |
Exercise of stock options (in shares) | 0 | 25 | ||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | $ 0 | 0 | 0 | (245) | $ 0 | 0 | 245 | 0 |
Vesting of restricted stock units | $ 0 | $ 0 | $ 0 | (35,831) | $ 42,640 | 0 | (6,600) | 209 |
Vesting of restricted stock units (in shares) | 0 | 0 | 0 | 1,211 | ||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | $ 0 | $ 0 | 2,371 | $ (13,499) | 0 | 0 | (11,128) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | 0 | 0 | 0 | (383) | ||||
Repurchases of Class A common stock to treasury stock | $ 0 | $ 0 | $ 0 | 27,561 | $ (79,757) | 0 | (37,774) | (89,970) |
Repurchases of Class A common stock to treasury stock (Shares) | (2,593) | |||||||
Disgorgement of short-swing profits by Section 16 officer | 0 | 0 | 0 | 58 | $ 0 | 0 | 0 | 58 |
Redemption of LLC common units for Class A common stock | $ 1 | 0 | 0 | 424 | 0 | 0 | (45) | 380 |
Redemption of LLC common units for Class A common stock (in shares) | 50 | |||||||
Distributions to holders of LLC common units | $ 0 | 0 | 0 | 0 | 0 | 0 | (162,963) | (162,963) |
Dividends | 0 | 0 | 0 | 0 | 0 | (105,387) | 0 | (105,387) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | 294 | 0 | 0 | 0 | 294 |
Non-controlling interest adjustment | 0 | 0 | 0 | (242) | 0 | 0 | 242 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 136,947 | 214,084 | 351,031 |
Balance at Dec. 31, 2022 | $ 476 | $ 4 | $ 0 | 106,051 | $ (179,732) | 221,031 | 99,856 | $ 247,686 |
Balance (in shares) at Dec. 31, 2022 | 47,571 | 41,466 | 0 | |||||
Balance (in shares) at Dec. 31, 2022 | (5,130) | 5,130 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 9,458 | $ 0 | 0 | 11,391 | $ 20,849 |
Exercise of stock options | $ 0 | $ 0 | $ 0 | (238) | $ 627 | 0 | 0 | 389 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 18 | ||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | $ 0 | $ 0 | $ 0 | (485) | $ 0 | 0 | 161 | (324) |
Vesting of restricted stock units | $ 0 | $ 0 | $ 0 | (25,080) | $ 29,542 | 0 | (4,024) | 438 |
Vesting of restricted stock units (in shares) | 0 | 0 | 0 | 844 | ||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | $ 0 | $ 0 | 3,016 | $ (9,877) | 0 | 0 | (6,861) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | 0 | (283) | ||||||
Redemption of LLC common units for Class A common stock | $ 20 | $ 0 | 0 | 8,653 | $ 0 | 0 | (4,739) | 3,934 |
Redemption of LLC common units for Class A common stock (in shares) | 2,000 | (2,000) | ||||||
Distributions to holders of LLC common units | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (31,510) | (31,510) |
Dividends | 0 | 0 | 0 | 0 | 0 | (66,831) | 0 | (66,831) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (4,164) | 0 | 0 | 0 | (4,164) |
Non-controlling interest adjustment | 0 | 0 | 0 | 1,069 | 0 | 0 | (1,069) | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 31,044 | 19,557 | 50,601 |
Balance at Dec. 31, 2023 | $ 496 | $ 4 | $ 0 | $ 98,280 | $ (159,440) | $ 185,244 | $ 89,623 | $ 214,207 |
Balance (in shares) at Dec. 31, 2023 | 49,571 | 39,466 | 0 | |||||
Balance (in shares) at Dec. 31, 2023 | (4,551) | 4,551 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A common stock | |||
Dividends declared per share | $ 1.50 | $ 2.50 | $ 1.48 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net income | $ 50,601 | $ 351,031 | $ 642,075 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 68,643 | 80,304 | 66,418 |
Equity-based compensation | 24,086 | 33,847 | 47,936 |
(Gain) loss on lease termination | (103) | 1,614 | 2,211 |
Loss on debt restructure | 0 | 0 | 1,390 |
Long-lived asset impairment | 9,269 | 4,231 | 3,044 |
(Gain) loss on sale or disposal of assets | (5,222) | 622 | (576) |
Provision for losses on accounts receivable | (892) | 669 | 1,610 |
Non-cash lease expense | 61,045 | 59,647 | 60,519 |
Accretion of original debt issuance discount | 2,207 | 2,602 | 1,330 |
Non-cash interest | 2,846 | 2,077 | 2,513 |
Deferred income taxes | (11,880) | 43,301 | (5,890) |
Tax Receivable Agreement liability adjustment | (2,442) | (114) | 2,813 |
Change in assets and liabilities, net of acquisitions: | |||
Receivables and contracts in transit | (23,957) | (4,111) | (28,797) |
Inventories | 200,940 | (254,319) | (629,830) |
Prepaid expenses and other assets | 16,070 | (5,104) | (4,676) |
Accounts payable and other accrued expenses | 287 | (42,303) | 52,694 |
Payment pursuant to Tax Receivable Agreement | (10,937) | (11,322) | (8,089) |
Deferred revenue | (6,796) | 1,451 | 14,761 |
Operating lease liabilities | (60,033) | (67,097) | (63,462) |
CARES Act deferral of payroll taxes | 0 | (14,706) | (14,616) |
Other, net | (2,925) | 7,463 | 10,626 |
Net cash provided by operating activities | 310,807 | 189,783 | 154,004 |
Investing activities | |||
Purchases of property and equipment | (131,080) | (154,926) | (118,657) |
Proceeds from sale of property and equipment | 3,204 | 1,623 | 2,199 |
Purchases of real property | (67,194) | (55,666) | (129,154) |
Proceeds from the sale of real property | 40,785 | 7,352 | 3,635 |
Purchases of businesses, net of cash acquired | (209,459) | (217,034) | (100,117) |
Purchases of and loans to other investments | (3,444) | (3,000) | (7,983) |
Purchases of intangible assets | (2,218) | (884) | (5,695) |
Net cash used in investing activities | (369,406) | (422,535) | (355,772) |
Financing activities | |||
Proceeds from long-term debt | 59,227 | 127,759 | 430,698 |
Payments on long-term debt | (38,958) | (12,322) | (177,948) |
Net proceeds on notes payable - floor plan, net | 59,280 | 314,061 | 487,946 |
Borrowings on revolving line of credit | 0 | 0 | 20,000 |
Payments on revolving line of credit | 0 | 0 | (20,000) |
Proceeds from landlord funded construction on finance leases | 0 | 6,028 | 0 |
Payments on finance leases | (5,497) | (5,977) | (2,871) |
Proceeds from sale-leaseback arrangement | 0 | 27,951 | 0 |
Payments on sale-leaseback arrangement | (187) | (132) | 0 |
Payment of debt issuance costs | (937) | (3,181) | (1,925) |
Dividends on Class A common stock | (66,831) | (105,387) | (67,176) |
Proceeds from exercise of stock options | 389 | 541 | 4,111 |
RSU shares withheld for tax | (6,861) | (11,128) | (12,089) |
Stock award shares withheld for tax | 0 | 0 | (7,727) |
Repurchases of Class A common stock to treasury stock | 0 | (79,757) | (156,256) |
Disgorgement of short-swing profits by Section 16 officer | 0 | 58 | 0 |
Distributions to holders of LLC common units | (31,510) | (162,963) | (193,735) |
Net cash (used in) provided by financing activities | (31,885) | 95,551 | 303,028 |
(Decrease) increase in cash and cash equivalents | (90,484) | (137,201) | 101,260 |
Cash and cash equivalents at beginning of the period | 130,131 | 267,332 | 166,072 |
Cash and cash equivalents at end of the period | $ 39,647 | $ 130,131 | $ 267,332 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”) and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 19 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC, includes periods where CWH held a minority economic interest in CWGS, LLC. As of December 31, 2023, 2022, and 2021, CWH owned 52.9%, 50.2% and 51.2%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements. Description of the Business Camping World Holdings, Inc., together with its subsidiaries, is the world’s largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. See Note 23 – Segments Information for further information about the Company’s segments. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; commissions on property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World brand, and markets its products and services primarily to RV and outdoor enthusiasts. Cybersecurity Incident The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement. The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. The Company and plaintiffs executed a settlement agreement to resolve the putative class action complaints for an immaterial amount subject to court approval. On December 12, 2023 the court granted preliminary approval of the settlement agreement and set a final approval hearing for April 17, 2024. The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the consolidated financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, program cancellation reserves, chargebacks, accruals related to estimated tax liabilities, product return reserves, and other liabilities. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the accompanying consolidated balance sheets, and changes in the amounts are reflected in operating cash flows in the accompanying consolidated statement of cash flows. Contracts in Transit, Accounts Receivable and Current Expected Credit Losses Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Accounts receivable are stated at realizable value, net of an allowance for credit losses. Accounts receivable balances due in excess of one year was $8.8 million at December 31, 2023 and $9.6 million at December 31, 2022, which are included in other assets in the accompanying consolidated balance sheets. The allowance for credit losses is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required at December 31, 2023 and 2022. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances for credit losses of approximately $3.0 million as of December 31, 2023 and $4.2 million as of December 31, 2022 were required. The following table details the changes in the allowance for credit losses relating to current receivables (in thousands): The following table details the changes in the allowance for credit losses relating to current receivables (in thousands): Year Ended December 31, 2023 2022 Allowance for credit losses: Balance, beginning of period $ 4,222 $ 4,711 Charged to bad debt expense (954) 675 Deductions (1) (290) (1,164) Balance, end of period $ 2,978 $ 4,222 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. Concentration of Credit Risk The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business. These receivables are short-term in nature and are from various financial institutions located throughout the United States. The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2023 and 2022 was approximately $47.4 million and $146.4 million, respectively. The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. Inventories New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in plus reconditioning costs. Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value using the first in, first out method. The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight and rebates. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly. Assets Held for Sale The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group. The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale. The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers. Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets: Years Building and improvements 40 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3 - 12 Software 3 - 5 Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. Leases Leases are recorded in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) (see Note 11 — Lease Obligations). The Company leases property and equipment throughout the United States primarily under finance and operating leases. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases. Many of the Company’s lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability. Most of the Company’s real estate leases include one or more options to renew , with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise. The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date. Goodwill and Other Intangible Assets Goodwill is evaluated for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company elects to not perform a qualitative analysis, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. (see Note 8 – Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Long-Lived Assets Long lived assets are included in property and equipment, which also includes capitalized software costs to be held and used. For the Company’s major software systems, such as its accounting and membership systems, its capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group’s respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions. Long-Term Debt The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities. Revenue Recognition Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation. Good Sam Services and Plans Good Sam Services and Plans revenue consists primarily of revenue from publications and marketing fees from various consumer services and plans. Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. New and Used Vehicles RV vehicle revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer. Products, Service and Other Revenue from RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies, RV furniture, camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded. When points are awarded to customers under the Good Sam Club program for purchases of products or services, a portion of the product or service revenue is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company’s products or services. Finance and Insurance, net Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience from the past ten years , adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $68.2 million and $76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Good Sam Club Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders. When points are awarded to cardholders under the co-branded credit card program relating to sign-up or card activity, a portion of the revenue from the third-party credit card provider is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company’s products or services or as a credit to their credit card balance. Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 were $101.1 million, $150.7 million and $136.3 million, respectively. Advertising expenses relating to RV and Outdoor Retail segment were included in selling, general and administrative expenses in the consolidated statements of operations. Advertising expenses relating to the Good Sam Services and Plans segment were included in costs applicable to revenues in the consolidated statements of operations, since, by the nature of those revenue streams, they are integral to the generation of those revenues. Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2023, 2022, and 2021, $4.4 million, $7.2 million, and $8.0 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue. Income Taxes The Company recognizes deferred tax assets and liabilities based on the asset and liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 12 — Income Taxes for additional information. Seasonality The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline. Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business. Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons. Recently Adopted Accounting Pronouncement |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | 2. Revenue Contract Assets and Capitalized Costs to Acquire a Contract As of December 31, 2023 and 2022, contract assets of $16.1 million and $18.4 million, respectively, related to RV service revenues were included in accounts receivable in the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, the Company had capitalized costs to acquire a contract consisting of $4.5 million and $5.1 million, respectively, from the deferral of sales commissions expenses relating to multi-year consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the year ended December 31, 2023, $92.6 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. For the year ended December 31, 2022, $95.5 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. As of December 31, 2023, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at December 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of December 31, 2023 2024 $ 92,366 2025 33,217 2026 17,233 2027 9,305 2028 4,274 Thereafter 2,751 Total $ 159,146 The Company’s payment terms vary by the type and location of its customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable | |
Accounts Receivable | 3. Accounts Receivable Accounts receivable consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Good Sam Services and Plans $ 17,589 $ 14,385 RV and Outdoor Retail New and used vehicles 2,830 3,995 Parts, service and other 35,748 40,708 Trade accounts receivable 27,773 25,352 Due from manufacturers 37,190 23,861 Other 9,365 8,300 Corporate 553 32 131,048 116,633 Allowance for credit losses (2,978) (4,222) $ 128,070 $ 112,411 |
Inventories and Floor Plan Paya
Inventories and Floor Plan Payables | 12 Months Ended |
Dec. 31, 2023 | |
Inventories and Floor Plan Payables | |
Inventories and Floor Plan Payables | 4. Inventories and Floor Plan Payables Inventories consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Good Sam services and plans $ 452 $ 625 New RVs 1,378,403 1,411,016 Used RVs 464,833 464,310 Products, parts, accessories and other 199,261 247,907 $ 2,042,949 $ 2,123,858 Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement with a syndication of banks (“Floor Plan Lenders”). The borrowings under the floor plan credit agreement are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly-owned subsidiary of FreedomRoads, which operates the RV dealerships. The floor plan borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle or upon reaching certain aging criteria. As of December 31, 2023 and 2022, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (as amended from time to time, the “Floor Plan Facility”) entered into in September 2021. The Floor Plan Facility at December 31, 2023 allowed FR to borrow (a) up to $1.85 billion under a floor plan facility (an increase from $1.70 billion, following an amendment to the Floor Plan Facility in July 2023 (the “Floor Plan Amendment”)), (b) up to $30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $70.0 million under the revolving line of credit. The maturity date of the Floor Plan Facility is September 30, 2026. The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $50.0 million increments up to a maximum amount of $300.0 million, which was reset and increased by the Floor Plan Amendment in July 2023 from a maximum of $200.0 million. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. Also, the Floor Plan Amendment increased the percentage of the aggregate amount of the floor plan notes payable that may be used to finance used RV inventory to 30% from 20%. As of December 31, 2023 and 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.28% and 6.01%, respectively. Under the Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.90% to 2.50% determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40% to 1.00% determined based on FR’s consolidated current ratio. As of December 31, 2023 and 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.63% and 6.21%, respectively. Under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either: (a) a floating BSBY rate, plus 2.25%, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75%, plus 0.75%, in the case of base rate loans. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at December 31, 2023 and 2022. The Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan borrowings that would otherwise accrue interest, while retaining the ability to withdraw amounts from the FLAIR offset account subject to the financial covenants under the Floor Plan Facility. As a result of using the FLAIR offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of operations. As of December 31, 2023 and 2022, FR had $145.0 million and $217.7 million, respectively, in the FLAIR offset account. The maximum FLAIR percentage of outstanding floor plan borrowings is 35% under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility. Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2023 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all financial debt covenants at December 31, 2023 and 2022. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2023 and December 31, 2022 (in thousands): December 31, December 31, 2023 2022 Floor Plan Facility: Notes payable — Total commitment $ 1,850,000 $ 1,700,000 Less: borrowings, net of FLAIR offset account (1,371,145) (1,319,941) Less: FLAIR offset account (145,047) (217,669) Additional borrowing capacity 333,808 162,390 Less: short-term payable for sold inventory (1) (41,577) (33,501) Less: purchase commitments (2) (27,420) (43,807) Unencumbered borrowing capacity $ 264,811 $ 85,082 Revolving line of credit $ 70,000 $ 70,000 Less: borrowings (20,885) (20,885) Additional borrowing capacity $ 49,115 $ 49,115 Letters of credit: Total commitment $ 30,000 $ 30,000 Less: outstanding letters of credit (12,300) (11,371) Additional letters of credit capacity $ 17,700 $ 18,629 (1) The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the Consolidated Balance Sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows. (2) Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding. |
Restructuring and Long-Lived As
Restructuring and Long-Lived Asset Impairment | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Long-Lived Asset Impairment | |
Restructuring and Long-Lived Asset Impairment | 5. Restructuring and Long-Lived Asset Impairment Restructuring – 2019 Strategic Shift On September 3, 2019, the Board of Directors of CWH approved a plan (the “2019 Strategic Shift”) to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the “Outdoor Lifestyle Locations”). Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift. As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift. During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that were not RV-related. As of December 31, 2021, the activities under the 2019 Strategic Shift were completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company expects that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $4.0 million per year. As of December 31, 2023, the Company had incurred total restructuring costs associated with the 2019 Strategic Shift of $120.9 million. The breakdown of these costs is as follows: ● one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $1.2 million; ● lease termination costs of $19.4 million; ● incremental inventory reserve charges of $57.4 million; and ● other associated costs of $42.9 million. The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 2019 Strategic Shift restructuring costs: Lease termination costs (1) — 1,316 1,431 Incremental inventory reserve charges (2) — — 15,017 Other associated costs (3) 3,965 7,026 10,684 Total 2019 Strategic Shift restructuring costs $ 3,965 $ 8,342 $ 27,132 (1) These costs were included in lease termination charges in the consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (2) These costs incurred in 2021 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations. (3) Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. For the years ended December 31, 2023, 2022 and 2021, costs of approximately $4.0 million, $7.0 million and $10.7 million, respectively, were included in selling, general, and administrative expenses in the consolidated statements of operations. The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands): One-time Lease Other Termination Termination Associated Benefits Costs (1) Costs (2) Total Balance at June 30, 2019 $ — $ — $ — $ — Charged to expense 1,239 13,532 21,156 35,927 Paid or otherwise settled (1,239) (13,532) (20,382) (35,153) Balance at December 31, 2020 — — 774 774 Charged to expense — 1,650 10,684 12,334 Paid or otherwise settled — (1,650) (10,532) (12,182) Balance at December 31, 2021 — — 926 926 Charged to expense — 6,097 7,026 13,123 Paid or otherwise settled — (6,097) (7,083) (13,180) Balance at December 31, 2022 — — 869 869 Charged to expense — — 3,965 3,965 Paid or otherwise settled — — (3,676) (3,676) Balance at December 31, 2023 $ — $ — $ 1,158 $ 1,158 (1) Lease termination costs exclude the $1.3 million, $6.1 million, $0.2 million, $4.8 million and $0 of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the years ended December 31, 2020, 2021, 2022 and 2023, respectively. (2) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying consolidated financial statements. Restructuring – Active Sports On March 1, 2023, management of the Company determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of its indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”) as part of its review of underperforming assets and business lines. Upon liquidating a significant amount of inventory and exiting the related distribution centers, the Company reevaluated its exit plan and concluded instead that it would integrate the remaining operations into its existing distribution and fulfillment infrastructure while maintaining lower inventory levels and a smaller fixed cost structure. These plans have resulted in a much smaller operation and included the closure of the specialty retail location. The incremental inventory reserve charges are based, in part, on the Company’s estimates of the discounting necessary to liquidate the Active Sports inventory. The activities under the Active Sports Restructuring were substantially completed by December 31, 2023. Certain lease costs will continue to be incurred after December 31, 2023 on the remaining leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. The Company expects that the ongoing lease-related costs relating to the Active Sports Restructuring, net of associated sublease income, will be less than $1.1 million per year. As of December 31, 2023, the total restructuring costs associated with the Active Sports Restructuring were $5.9 million. The breakdown of these restructuring costs is as follows: ● one-time employee termination benefits relating to the specialty retail store and distribution center closures of $0.2 million; ● incremental inventory reserve charges of $4.3 million; ● lease termination charges of $0.4 million; and ● other associated costs of $1.0 million. The following table details the costs incurred associated with the Active Sports Restructuring (in thousands): Year Ended December 31, 2023 2022 2021 Active Sports Restructuring costs: One-time termination benefits (1) $ 193 $ — $ — Incremental inventory reserve charges (1) 4,344 — — Lease termination costs (2) 375 — — Other associated costs (3) 1,003 — — Total Active Sports Restructuring costs $ 5,915 $ — $ — (1) These costs were included in costs applicable to revenues – products, service and other in the consolidated statements of operations. (2) These costs were included in lease termination charges in the consolidated statements of operations. As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities. (3) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the consolidated statements of operations. The following table details changes in the restructuring accrual associated with the Active Sports Restructuring (in thousands): One-time Other Termination Associated Benefits Costs (1) Total Balance at March 31, 2023 $ — $ — $ — Charged to expense 193 1,003 1,196 Paid or otherwise settled (193) (1,003) (1,196) Balance at December 31, 2023 $ — $ — $ — (1) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the specialty retail location and distribution centers related to the Active Sports Restructuring. Long-Lived Asset Impairment During the three months ended March 31, 2023, the Company recorded an impairment charge totaling $6.6 million related to the Active Sports Restructuring, of which $4.5 million related to intangible assets, and $2.1 million related to other long-lived asset categories. During the years ended December 31, 2023, 2022 and 2021, the Company had indicators of impairment of the long-lived assets for certain of its locations. Such indicators primarily included decreases in market rental rates for closed locations or based on the Company’s review of location performance in the normal course of business, which included the determination to close certain locations. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired. The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases. The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment (in thousands): Year Ended December 31, 2023 2022 2021 Long-lived asset impairment charges by type of long-lived asset: Leasehold improvements $ 1,857 $ 2,557 $ 721 Operating lease right of use assets 1,107 1,613 2,127 Furniture and equipment 329 61 196 Software 1,362 — — Construction in progress and software in development 113 — — Intangible assets 4,501 — — Total long-lived asset impairment charges $ 9,269 $ 4,231 $ 3,044 Long-lived asset impairment charges by restructuring activity: 2019 Strategic Shift $ — $ 1,614 $ 1,399 Active Sports Restructuring 6,648 — — Unrelated to restructuring activities 2,621 2,617 1,645 Total long-lived asset impairment charges $ 9,269 $ 4,231 $ 3,044 |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2023 | |
Assets Held for Sale | |
Assets Held for Sale | 6. Assets Held for Sale As of December 31, 2023, five properties from the RV and Outdoor Retail segment, relating to a closed RV dealership and real estate, met the criteria to be classified as held for sale. Additionally, as of December 31, 2023, three of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 10 Long-Term Debt for definition and further details), which will require payment of the associated balance upon sale of the property. The following table presents the components of assets held for sale and liabilities related to assets held for sale at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Assets held for sale: Property and equipment, net $ 29,864 $ — $ 29,864 $ — Liabilities related to assets held for sale: Current portion of long-term debt $ 864 $ — Long-term debt, net of current portion 16,424 — $ 17,288 $ — |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, net | |
Property and Equipment, net | 7. Property and Equipment, net Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Land $ 142,020 $ 132,728 Buildings and improvements 321,054 265,621 Leasehold improvements 339,439 301,055 Furniture and equipment 261,114 232,449 Software 90,835 87,327 Construction in progress and software in development 59,954 81,256 1,214,416 1,100,436 Less: accumulated depreciation (379,990) (342,155) Property and equipment, net $ 834,426 $ 758,281 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2023 and 2022 (in thousands): Good Sam Services and RV and Plans Outdoor Retail Consolidated Balance at December 31, 2021 (excluding impairment charges) $ 70,713 $ 654,758 $ 725,471 Accumulated impairment charges (46,884) (194,953) (241,837) Balance at December 31, 2021 23,829 459,805 483,634 Acquisitions 405 138,384 138,789 Balance at December 31, 2022 24,234 598,189 622,423 Acquisitions — 88,799 88,799 Balance at December 31, 2023 $ 24,234 $ 686,988 $ 711,222 In the fourth quarter of 2023 and 2022, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, and GSS Enterprise reporting units by performing a quantitative analysis. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show, GSS Enterprise, and Good Sam Media reporting units are comprised of a portion of the Good Sam Services and Plans segment. These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value. Therefore, no impairment charge was recorded during the years ended December 31, 2023 and 2022. The Company estimated the fair value of these reporting units using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach. Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, 2023 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,640 (9,246) $ 394 Trademarks and trade names 2,132 (238) 1,894 Websites 3,050 (1,118) 1,932 RV and Outdoor Retail: Customer lists, domain names and other 5,543 (3,269) 2,274 Supplier lists 1,696 (1,102) 594 Trademarks and trade names 27,251 (21,390) 5,861 Websites 6,325 (5,557) 768 $ 55,637 $ (41,920) $ 13,717 December 31, 2022 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,640 $ (8,971) $ 669 Trademarks and trade names 2,132 (95) 2,037 Websites 3,050 (682) 2,368 RV and Outdoor Retail: Customer lists and domain names 5,626 (2,880) 2,746 Supplier lists 1,696 (763) 933 Trademarks and trade names 29,564 (19,691) 9,873 Websites 7,519 (5,200) 2,319 $ 59,227 $ (38,282) $ 20,945 As of December 31, 2023, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.4 years, trademarks and trade names are 15.0 years, and websites are 7.0 years. The approximate weighted average useful lives of our RV and Outdoor Retail finite-lived intangible assets are as follows: customer lists and domain names are 5.3 years, suppliers lists are 5.0 years, trademarks and trade names are 15.0 years, and websites are 10.0 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 11.2 years. During the first quarter of 2022, the Company recorded $8.8 million of incremental accelerated amortization from the adjustment of the useful lives of certain trademark and trade name intangible assets relating to brands not traditionally associated with RVs that the Company phased out. Amortization expense related to finite-lived intangibles for the years ended December 31, 2023, 2022, and 2021 was $3.8 million, $13.5 million and $4.8 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2023, was as follows (in thousands): 2024 $ 3,369 2025 3,068 2026 2,478 2027 2,437 2028 930 Thereafter 1,435 $ 13,717 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Compensation and benefits $ 51,999 $ 45,043 Other accruals 97,097 102,790 $ 149,096 $ 147,833 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt. | |
Long-Term Debt | 10. Long-Term Debt The following reflects outstanding long-term debt as of December 31, 2023 and 2022, (in thousands): December 31, December 31, 2023 2022 Term Loan Facility (1) $ 1,346,229 $ 1,360,454 Real Estate Facilities (2) 166,604 145,911 Other Long-Term Debt 8,246 3,280 Subtotal 1,521,079 1,509,645 Less: current portion (22,121) (25,229) Total $ 1,498,958 $ 1,484,416 (1) Net of $12.0 million and $14.2 million of original issue discount at December 31, 2023 and 2022, respectively, and $4.7 million and $5.8 million of finance costs at December 31, 2023 and 2022, respectively. (2) Net of $3.3 million and $3.4 million of finance costs at December 31, 2023 and 2022, respectively. The aggregate future maturities of long-term debt at December 31, 2023, excluding original issue discount of $12.0 million, finance costs of $8.0 million, and $17.3 million of liabilities relating to assets held for sale (see Note 6 Assets Held for Sale for further details), Long-term debt instruments 2024 $ 24,475 2025 24,489 2026 34,856 2027 143,595 2028 1,309,687 Thereafter 4,021 Total $ 1,541,123 Senior Secured Credit Facilities As of December 31, 2023 and 2022, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for senior secured credit facilities (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a $1.4 billion term loan facility (the “Term Loan Facility”) and a $65.0 million revolving credit facility (the “Revolving Credit Facility”). Under the Senior Secured Credit Facilities, the Company has the ability to request to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $725.0 million and (b) 100% of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the Credit Agreement). The lenders under the Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $3.5 million. The December 31, 2022 principal payment was due in January 2023, since December 31, 2022 was a Saturday. Additionally, the Company is required to prepay the borrowings under the Term Loan Facility in an aggregate amount up to 50% of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022. No additional excess cash flow payment was required relating to 2023 and the Company does not expect an additional excess cash flow payment to be required relating to 2024. The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $25.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures in June 2026, and the Term Loan Facility matures in June 2028. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): December 31, December 31, 2023 2022 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,400,000 $ 1,400,000 Less: cumulative principal payments (37,034) (19,515) Less: unamortized original issue discount (12,016) (14,224) Less: unamortized finance costs (4,721) (5,807) 1,346,229 1,360,454 Less: current portion (14,015) (14,015) Long-term debt, net of current portion $ 1,332,214 $ 1,346,439 Revolving Credit Facility: Total commitment $ 65,000 $ 65,000 Less: outstanding letters of credit (4,930) (4,930) Less: total net leverage ratio borrowing limitation (37,320) — Additional borrowing capacity $ 22,750 $ 60,070 As of December 31, 2023 and 2022, the average interest rate on the Term Loan Facility was 7.97% and 6.80%, respectively, and the effective interest rate on the Term Loan Facility was 8.21% and 7.03%, respectively. The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. Additionally, management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2023 that would trigger a subjective acceleration clause. The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of December 31, 2023, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants at December 31, 2023 and 2022. Real Estate Facilities On October 27, 2022, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, entered into a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $250.0 million with an option that allows FRHP to request an additional $100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase. The M&T Real Estate Facility bears interest at FRHP’s option of either (as defined in the credit agreement for the M&T Real Estate Facility): (a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30% or (b) the highest of (i) the Federal Funds Rate plus 1.80%, (ii) the Prime Rate plus 1.30%, or (iii) SOFR plus 2.30%. The M&T Real Estate Facility has an unused commitment fee of 0.20% of the aggregate unused principal amount and it matures in October 2027. Additionally, the M&T Real Estate Facility is subject to a debt service coverage ratio covenant (as defined in the credit agreement for the M&T Real Estate Facility). All obligations under the M&T Real Estate Facility and the guarantees of those obligations, are secured, subject to certain exceptions, by the mortgaged real property assets. During the year ended December 31, 2023, FRHP borrowed an additional $59.2 million under the M&T Real Estate Facility. In November 2018, September 2021, and December 2021, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities” and together with the M&T Real Estate Facility, the “Real Estate Facilities”) with aggregate maximum principal capacities of $21.5 million, $9.0 million, and $10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively. Borrowings under the CIBC Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets. The CIBC Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities (“CIBC Real Estate Facility Properties”). In June 2023, the Real Estate Borrower sold one of the CIBC Real Estate Facility Properties located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $7.4 million was repaid and terminated by the Real Estate Borrower. The First CIBC Real Estate Facility was amended in October 2023 to extend the maturity date from October 2023 to October 2028. The Third CIBC Real Estate Facility matures in December 2026. The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities at December 31, 2023: As of December 31, 2023 Principal Remaining Wtd. Average (In thousands) Outstanding (1) Available (2) Interest Rate Real Estate Facilities M&T Real Estate Facility $ 171,182 (4) $ 68,394 (3) 7.66% First CIBC Real Estate Facility 3,655 — 8.36% Third CIBC Real Estate Facility 9,055 — 8.11% Less: Amount reclassified to liabilities related to assets held for sale (17,288) — $ 166,604 $ 68,394 (1) Outstanding principal amounts are net of unamortized finance costs. (2) Amounts cannot be reborrowed. (3) Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility. (4) $17.3 million of this amount is classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale). Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2023 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants at December 31, 2023 and 2022. Other Long-Term Debt In December 2021, FRHP assumed a mortgage as part of a real estate purchase. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC and matures in December 2026. In June 2023, FRHP assumed a promissory note as part of a real estate purchase. This note is secured by the acquired property and matures in April 2041. As of December 31, 2023, the outstanding principal balance of these debt instruments was $8.2 million with a weighted average interest rate of 4.27%. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Lease Obligations | |
Lease Obligations | 11. Lease Obligations The Company leases most of the properties for its store locations through 242 operating leases and 13 finance leases. The Company also leases billboards and certain of its equipment. The related operating lease assets and finance lease assets are included in the operating lease assets and property and equipment, respectively, in the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, finance lease assets of $100.4 million and $88.1 million, respectively, were included in property and equipment, net in the accompanying consolidated balance sheets. The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 118,082 $ 113,411 Finance lease cost: Amortization of finance lease assets 3,253 11,931 Interest on finance lease liabilities 6,069 5,005 Short-term lease cost 1,940 1,880 Variable lease cost 22,913 23,607 Sublease income (2,726) (1,713) Net lease costs $ 149,531 $ 154,121 The following table presents supplemental cash flow information related to leases (in thousands): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 117,160 $ 114,176 Operating cash flows for finance leases 6,064 4,928 Financing cash flows for finance leases 5,496 5,977 Lease assets obtained in exchange for lease liabilities: New, remeasured and terminated operating leases $ 59,858 $ 52,698 New, remeasured and terminated finance leases 20,557 24,440 The following table presents other information related to leases: December 31, 2023 2022 Weighted average remaining lease term: Operating leases 11.3 years 11.8 years Financing leases 17.4 years 15.4 years Weighted average discount rate: Operating leases 7.1 % 6.9 % Financing leases 6.0 % 5.7 % The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2023 (in thousands): Operating Finance Leases Leases 2024 $ 118,972 $ 23,352 2025 118,480 10,644 2026 116,393 10,563 2027 107,755 10,009 2028 103,047 9,630 Thereafter 656,054 109,180 Total lease payments 1,220,701 173,378 Less: Imputed interest (393,048) (58,494) Total lease obligations 827,653 114,884 Less: current portion (63,695) (17,133) Noncurrent lease obligations $ 763,958 $ 97,751 Sale-Leaseback Arrangement Recorded as Financing Transaction On February 8, 2022, FRHP sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company agreed to lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms. The financial liability is included in other long-term liabilities in the consolidated balance sheets as of December 31, 2023 and 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 12. Income Taxes CWH is organized as a Subchapter C corporation (“C-Corp”) and, as of December 31, 2023, is a 52.9% owner of CWGS, LLC (see Note 19 — Stockholders’ Equity and Note 20 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company (“LLC”) and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and as such, is generally not subject to any U.S. federal entity-level income taxes. However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc., Camping World, Inc. (“CW”) prior to the LLC Conversion (defined below), and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are C-Corps. Income Tax Expense The components of the Company’s income tax (benefit) expense from operations for the years ended December 31, 2023, 2022 and 2021 consisted of (in thousands): 2023 2022 2021 Current: Federal $ 9,123 $ 44,613 $ 74,124 State 1,558 11,170 23,890 Deferred: Federal (9,217) 17,588 13,024 State (2,663) 25,713 (18,914) Income tax (benefit) expense $ (1,199) $ 99,084 $ 92,124 A reconciliation of income tax (benefit) expense from operations to the federal statutory rate for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Income taxes computed at federal statutory rate (1) $ 10,374 $ 94,524 $ 154,182 State income taxes – net of federal benefit (1) (2,645) 8,362 15,261 Other differences: State and local taxes on pass-through entities 1,948 3,736 5,004 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) (3,927) (53,461) (81,013) Effect of LLC Conversion (3) (85,790) 208,833 — Increase (decrease) in valuation allowance (4) 66,679 (164,257) (2,234) Impact of other state tax rate changes 4,900 967 1,927 Accrual to return 8,314 (1,135) (3,768) Tax credits (582) (743) (565) Uncertain Tax Positions (547) 1,519 501 Other 77 739 2,829 Income tax (benefit) expense $ (1,199) $ 99,084 $ 92,124 (1) Federal and state income tax includes $0.6 million, less than $0.1 million, and $0.7 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, 2022, and 2021, respectively. (2) The related income is taxable to the non-controlling interest. (3) For 2023, these amounts represent a reduction of $81.7 million to CWH’s outside basis deferred tax assets as a result of the LLC Conversion and $4.1 million related to the entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023 (defined and discussed below). For 2022, these amounts represent the tax impact of the LLC Conversion, which is comprised of a $209.4 million adjustment to CW’s deferred tax assets inclusive of tax operating losses, net of a $0.6 million reduction to CWH’s outside basis deferred tax asset. (4) For 2023, the valuation allowance increased by $66.7 million. The valuation allowance increased by $132.2 million related to capital loss carryforward. Additionally, valuation allowance decreased by $52.5 million as a result of the LLC Conversion and its impact on realization of the CWH’s outside basis deferred tax asset and decreased by $13.0 million for activities not related to the LLC Conversion. For 2022, these amounts include a $180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states, net of a $0.6 million decrease in valuation allowance associated with CWH’s outside basis deferred tax asset. During 2021, and as a result of CWH’s ownership of CWGS increasing above 50% during the first quarter of 2021, the amount for the year ended December 31, 2021 included a decrease in the valuation allowance of CW in certain state deferred tax assets of $15.2 million, partially offset by $13.0 million of increases to the valuation allowance primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states. LLC Conversion CW, including certain of its subsidiaries, were taxable as C-Corps and subject to entity-level taxes. CW had historically generated operating losses for tax purposes. Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company’s other businesses. The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, certain effects of the LLC Conversion were recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by the Company’s other LLC businesses. As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies. For the year ended December 31, 2023, the Company recorded an additional tax benefit of $2.0 million related to the LLC Conversion. Additionally, the Company recorded an income tax benefit of $4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date. The LLC Conversion resulted in additional income tax expense in the year ended December 31, 2022 of $28.4 million, which was comprised of $208.8 million of gross deferred tax assets written off, partially offset by the release of $180.4 million of valuation allowance (see table above for reconciliation of income tax expense from operations to the federal statutory rate). Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, 2023 and 2022 were (in thousands): 2023 2022 Deferred tax liabilities Operating lease assets $ (5,375) $ (5,897) Other (101) (80) (5,476) (5,977) Deferred tax assets Investment in partnership ("Outside Basis Deferred Tax Asset") (1) 207,013 253,550 Capital loss carryforward 132,248 — Tax Receivable Agreement liability 40,702 43,223 Operating lease liabilities 5,678 6,150 Business interest expense carryforward 5,597 — Net operating loss carryforward 2,061 22 Other reserves 1,195 1,234 394,494 304,179 Valuation allowance (231,692) (154,975) Net deferred tax assets $ 157,326 $ 143,227 (1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC. The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is not more likely than not that all or a portion of the deferred tax assets can be realized. At December 31, 2023, the Company recorded a valuation allowance on the Outside Basis Deferred Tax Asset and the capital loss carryforward that are not more likely than not to be realized. The capital loss has a five-year carryforward period. At December 31, 2022, the Company determined that all of its deferred tax assets (except a portion of the Outside Basis Deferred Tax Asset) are more likely than not to be realized. Prior to the LLC Conversion discussed above, the Company maintained a valuation allowance against the deferred tax assets of CW, excluding certain state deferred tax assets included in the state combined unitary income tax returns. At December 31, 2022, as a result of the LLC Conversion, the Company wrote off all of the remaining deferred tax assets and related valuation allowance associated with CW. The Company maintains a valuation allowance against the Outside Basis Deferred Tax Asset pertaining to the portion that is not amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested. Net Operating Loss Carryforwards As of January 2, 2023, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $151.7 million and $3.9 million, respectively, which are no longer available after the LLC Conversion. The conversion loss generated a net operating loss that was immediately written off as CW’s net operating losses are lost as a result of the conversion. Accordingly, the tax effect of the current year conversion loss was zero. At December 31, 2023, the Company had unitary state net operating loss carryforwards of $34.3 million. Tax Legislation On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. One of the provisions of the TCJA was to amend Section 163(j) of the Internal Revenue Code, which, beginning for tax years after December 31, 2021, limits the amount of net interest expense that can be deducted by a percentage of adjusted taxable income. For the year ended December 31, 2023, the reduction in earnings along with an increase in interest expense resulted in excess business interest expense of $42.6 million at CWGS, LLC. Additionally, this limitation on net interest expense deductibility applied to the calculation of tax distributions to common unit holders of CWGS, LLC, including CWH, under the CWGS LLC Agreement in 2023, which increased the tax distributions required to be paid. During the year ended December 31, 2023, the Company recorded an income tax benefit of $5.6 million related to its business interest expense carryforward. For the year ended December 31, 2022, there was no excess business interest expense at CWGS, LLC. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested restricted stock units (“RSUs”) and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, the Company will continue to evaluate its impact as further information becomes available. Uncertain Tax Positions As of December 31, 2023 and 2022, the balance of the Company’s uncertain tax positions was $3.3 million and $4.5 million, respectively. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. Tax Receivable Agreement The Company is party to a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any future redemptions of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption of common units for cash or stock occur. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption of common units in CWGS, LLC). The Company expects to benefit from the remaining 15% of the tax benefits, if any, which may be realized. During the twelve months ended December 31, 2023 and 2022, 2,000,000 and 50,000 common units in CWGS, LLC, respectively, were redeemed for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemption, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of December 31, 2023, and December 31, 2022, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $162.8 million and $170.6 million, respectively, of which $12.9 million and $10.9 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the accompanying consolidated balance sheets. During the year ended December 31, 2023, the Continuing Equity Owners redeemed 2,000,000 common units in CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock. During the year ended December 31, 2023, the Tax Receivable Agreement liability and Deferred Tax Assets increased $5.6 million and $6.5 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2024. During the year ended December 31, 2022, the Continuing Equity Owners redeemed 50,000 common units in CWGS, LLC for 50,000 shares of the Company’s Class A common stock. During the year ended December 31, 2022, the Tax Receivable Agreement liability and Deferred Tax Assets increased $0.5 million and $0.6 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2023. Income Tax Audits For tax years beginning on or after January 1, 2018, CWGS, LLC is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of CWGS, LLC would be conducted at the CWGS, LLC level, and if the IRS determines an adjustment, the default rule is that CWGS, LLC would pay an “imputed underpayment” including interest and penalties, if applicable. CWGS, LLC may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns. If CWGS, LLC does not elect to make a “push-out” election, CWGS, LLC has agreements in place requiring former partners to indemnify CWGS, LLC for their share of the imputed underpayment. The partnership agreement does not stipulate how CWGS, LLC will address imputed underpayments. If CWGS, LLC receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time. Any payments that CWGS, LLC ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time such distribution is declared. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. During the year ended December 31, 2023, one of CWGS, LLC’s indirect wholly-owned subsidiaries was notified by the Internal Revenue Service that their 2020 tax year was finalized with no adjustments. Additionally, during the year ended December 31, 2023, the Company was notified by the state of California that its 2020 and 2021 state income tax returns were under examination. The Company does not expect any material adjustments as a result of the examination. The Company is not under any other material audits in any jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 13. Fair Value Measurements Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying Consolidated Balance Sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2023 and 2022 of assets and liabilities that are not measured at fair value on a recurring basis. The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Revolving Line of Credit, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments. Fair Value December 31, 2023 December 31, 2022 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,346,229 $ 1,328,892 $ 1,360,454 $ 1,394,290 Floor Plan Facility Revolving Line of Credit Level 2 20,885 21,732 20,885 19,823 Real Estate Facilities (1) Level 2 183,892 195,029 145,911 145,664 Other Long-Term Debt Level 2 8,246 6,702 3,280 2,944 (1) The carrying value of Real Estate Facilities at December 31, 2023 includes the $17.3 million reported as liabilities related to assets held for sale in the consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 14. Commitments and Contingencies Sponsorship and Other Agreements The Company enters into sponsorship and brand licensing agreements from time to time. Current sponsorship agreements run through 2027. The sponsorship and brand licensing agreements consist of annual fees payable in aggregate of $4.4 million in 2024, $2.6 million in 2025, $1.9 million in 2026, $0.4 million in 2027, and $0.4 million in 2028, which are recognized to expense over the expected benefit period. The Company enters into subscription agreements from time to time. Currently there are 51 subscription agreements for future software services consisting of annual fees payable as follows: $10.8 million in 2024, $8.2 million in 2025, $2.0 million in 2026, $0.1 million in 2027, $0.1 million in 2028 and $0.1 million thereafter. Expense is recognized ratably over the term of the agreement. Self-Insurance Program Self-insurance reserves represent amounts established as a result of insurance programs under which the Company self-insures portions of the business risks. The Company carries substantial premium-paid, traditional risk transfer insurance for various business risks. The Company self-insures and establishes reserves for the retention on workers’ compensation insurance, general liability, automobile liability, and employee health claims. The self-insured claims liability was approximately $29.4 million and $26.3 million at December 31, 2023 and 2022, respectively. The determination of such claims and expenses and the appropriateness of the related liability are continually reviewed and updated. The self-insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the varying nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2023 and 2022, these letters of credit were $17.2 million and $16.3 million, respectively. This includes $12.3 million and $11.4 million for December 31, 2023 and 2022, respectively, issued under the Floor Plan Facility (see Note 4 — Inventories and Floor Plan Payables), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 10 — Long-Term Debt). Litigation Weissmann Complaint On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. The arbitration hearing is scheduled to begin March 11, 2024. Tumbleweed Complaint On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus Lemonis on May 17, 2022. FR Holdco, CW, and Marcus Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. The arbitration hearing is scheduled to begin March 11, 2024. Precise Complaint On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee (the “Trustee”) for the Estate of Precise Graphix, LLC (the “Precise Estate”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW. The Trustee alleges the following claims against defendants, including CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty; (iv) breach of contract; (v) breach of oral contract; (vi) fraud in the inducement; (vii) negligent misrepresentation; (viii) fraudulent concealment; (ix) conspiracy; (x) unlawful business practices in violation of California Business and Professions Code §17200; (xi) aiding and abetting; (xii) breach of fiduciary duty; and (xiii) declaratory judgment. The Trustee did not serve the Precise Complaint on CW. On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise Estate’s arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $7.1 million (the “Final Award”), of which CW would be entitled to $3.7 million. On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS. On June 29, 2023, CW advanced the Trustee’s portion of the fee required by JAMS to advance the appeal. On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “USBC”) seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate. On July 14, 2023, the Trustee and respondents, including CW, filed a stipulation and agreed order (the “Stipulation”) as follows: (1) upon approval and entry of the Stipulation, CW’s claim for $3,500 shall be allowed and reimbursed; (2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award; and (3) the Trustee will not dispute the amount of the Final Award. On July 17, 2023, the USBC entered the Stipulation as an order, which became final upon the expiration of the ten (10) day appeal period. Precise withdrew its appeal and on August 14, 2023 JAMS closed the arbitration. On September 25, 2023, the Superior Court of the State of California, upon motion by defendants, confirmed the arbitration award. On October 6, 2023, defendants filed an application in the matter of In re: Precise Graphix, LLC, pending in the United States Bankruptcy Court for the Eastern District of Pennsylvania seeking to have the fee award deemed an administrative expense in the Precise Estate. After a hearing on November 9, 2023, the parties engaged in settlement negotiations regarding the administrative expense application and the trustee’s objection. The negotiations resulted in a resolution, subject to the execution of a settlement agreement, to treat the amount of $3.7 million as an allowed claim with a portion payable upon the effective date of the settlement agreement. General While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. The Company does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations. From time to time, the Company is involved in other litigation arising in the normal course of business operations. Employment Agreements The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination. Financial Assurances In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s own future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of December 31, 2023 and December 31, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $12.3 million and $11.4 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $4.9 million and $4.9 million, respectively (see Note 4 — Inventories and Floor Plan Payables and Note 10 — Long-Term Debt). As of December 31, 2023 and December 31, 2022, outstanding surety bonds were $23.2 million and $22.0 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s accompanying consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FR leases various store locations from managers and officers. During 2023, 2022 and 2021, the related party lease expense for these locations were $3.4 million, $3.4 million and $2.2 million, respectively. In January 2012, FR entered into a lease for what is now its previous corporate headquarters in Lincolnshire, Illinois, which was amended as of March 2013, November 2019, October 2020, and October 2021 (the “Lincolnshire Lease”). This lease expires in March 2024. For the years ended December 31, 2023, 2022, and 2021, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $0.9 million, $0.9 million, and $0.8 million, respectively. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire Lease. The Company had an expense reimbursement payable to Mr. Lemonis of $0.1 million at December 31, 2021, relating primarily to advertising expenses for the Company that were processed through Mr. Lemonis’ social media accounts, which was paid in 2022. In October 2022, the Company purchased a property to be used as office space in Lincolnshire, Illinois, for $4.5 million from the Company’s Chairman and Chief Executive Officer. This office space became the Company’s corporate headquarters in February 2024. Other Transactions The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s store locations from Precise Graphix. Mr. Lemonis exited his economic interest in Precise Graphix. The Company received refunds from Precise Graphix totaling $0.2 million in 2021. The Company paid Adams Outdoor Advertising, Inc., an entity controlled by Stephen Adams, a former member of the Company’s Board of Directors The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, and a member of the Company’s Board of Directors, $0.1 million, $0.2 million and $0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, for legal services. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions | |
Acquisitions | 16. Acquisitions In 2023 and 2022, subsidiaries of the Company acquired the assets of multiple RV dealerships, as well as an outdoor publication during 2022, that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store locations to expand its business and grow its customer base. In April 2022, the Good Sam Services and Plans segment acquired an outdoor publication for $3.4 million that the Company considers as a furtherance of its strategy to target a younger demographic of RV enthusiasts. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill. In 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 18 locations for an aggregate purchase price of approximately $209.5 million, of which four RV dealerships had not opened by December 31, 2023. Separate from these acquisitions, during the year ended December 31, 2023, the Company purchased real property for an aggregate purchase price of $72.4 million, of which $5.2 million was paid through the assumption of the related promissory note (see Note 10 — Long-Term Debt — Other Long-Term Debt). In 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships and one RV service center comprised of 11 locations for an aggregate purchase price of approximately $213.6 million, of which one RV dealership opened in 2023. The purchases were partially funded through $59.9 million of borrowings under the Floor Plan Facility. Separate from these acquisitions, during the year ended December 31, 2022, the Company purchased real property for an aggregate purchase price of $55.7 million. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following: Year Ended December 31, ($ in thousands) 2023 2022 Tangible assets (liabilities) acquired (assumed): Accounts receivable, net $ — $ (68) Inventories, net 119,672 75,766 Prepaid expenses and other assets 170 207 Property and equipment, net 1,407 583 Operating lease assets 916 1,558 Accounts payable (6) — Accrued liabilities (63) (687) Current portion of operating lease liabilities (208) (500) Other current liabilities (520) (188) Operating lease liabilities, net of current portion (708) (1,058) Total tangible net assets acquired 120,660 75,613 Total intangible assets acquired — 2,632 Goodwill 88,799 138,789 Cash paid for acquisitions, net of cash acquired 209,459 217,034 Inventory purchases financed via floor plan (100,331) (59,935) Cash payment net of floor plan financing $ 109,128 $ 157,099 The fair values above for the year ended December 31, 2023 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the year ended December 31, 2023, the fair values above include measurement period adjustments for valuation of acquired inventories and other current liabilities relating to dealership acquisitions during the year ended December 31, 2022. For the year ended December 31, 2022, the fair values above include measurement period adjustments for valuation of acquired inventories, accounts receivable, accrued liabilities, and other current liabilities relating to dealership acquisitions during the year ended December 31, 2021. The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the years ended December 31, 2023 and 2022, acquired goodwill of $88.8 million and $138.8 million is expected to be deductible for tax purposes. For the year ended December 31, 2022, the intangible assets acquired included $2.1 million for trademark and trade names to be amortized over 15 years and other intangibles assets of $0.5 million to be amortized over three years . Included in the consolidated financial results for the years ended December 31, 2023 and 2022 were $99.8 million and $83.3 million of revenue, respectively, and $8.1 million and $2.0 million of pre-tax loss, respectively, from the acquisitions as of their applicable acquisition dates. |
Statement of Cash Flows
Statement of Cash Flows | 12 Months Ended |
Dec. 31, 2023 | |
Statement of Cash Flows | |
Statement of Cash Flows | 17. Statements of Cash Flows Supplemental disclosures of cash flow information for the following periods (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid during the period for: Interest $ 214,082 $ 106,997 $ 58,424 Income taxes 3,352 54,579 99,557 Non-cash investing and financing activities: Leasehold improvements paid by lessor 256 361 — Vehicles transferred to property and equipment from inventory 295 979 931 Capital expenditures in accounts payable and accrued liabilities 5,833 12,377 9,726 Purchase of real property through assumption of other long-term debt 5,185 — — Note receivable exchanged for amounts owed by other investment 2,153 — — Par value of Class A common stock issued for redemption of common units in CWGS, LLC 20 1 47 Cost of treasury stock issued for vested restricted stock units 29,542 42,640 34,756 Cost of treasury stock issued for stock award to employee — — 19,586 |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Benefit Plan | |
Benefit Plan | 18. Benefit Plan The Freedom Roads 401(k) Defined Contribution Plan (“FreedomRewards 401(k) Plan”) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended. All employees over age 18 , including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was permitted for any affected participants pursuant to FreedomRewards 401(k) Plan Amendment No. 3 signed December 15, 2011, and effective January 1, 2012. Non-highly compensated employees may defer up to 75% of their eligible compensation up to the Internal Revenue Service limits. Highly compensated employees may defer up to 15% of their eligible compensation up to the Internal Revenue Service limits. The Company contributed $2.8 million to the Company’s 401(k) Plan in 2023. There were no contributions by the Company to the Company’s 401(k) Plan in 2022 or 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 19. Stockholders’ Equity CWGS, LLC Ownership CWH is the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC through March 11, 2021 before obtaining a majority economic interest in CWGS, LLC, CWH has the sole voting power in, and controls the management of, CWGS, LLC (See Note 20 – Non-Controlling Interests for further information about the ownership of CWGS, LLC). The remaining interest in CWGS, LLC, was held by the Continuing Equity Owners, who may redeem at each of their options their common units for, at the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly issued shares of the Company’s Class A common stock. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC. The payment of these cash distributions by CWGS, LLC to Continuing Equity Owners are recorded as distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows. The payment of these cash distributions by CWGS, LLC to CWH are within the consolidated group and, therefore, are not included in the distributions to holders of CWGS LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows. Common Stock Economic and Voting Rights Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally; provided that, for as long as ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. Additionally, the one share of Class C common stock entitles its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s Chairman and Chief Executive Officer, Marcus Lemonis. Holders of the Company’s Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by funds controlled by Crestview Partners II GP, L.P. and the ML Related Parties (the “Class B Common Owners”) and the number of shares of Class B common stock held by the Class B Common Owners. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Class B Common Owners will be permitted transferees of Class B common stock. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption of any of the outstanding common units of CWGS, LLC held by the Class B Common Owners. Upon the occurrence of certain change in control events, the Class C common stock would no longer have any voting rights, such share of the Company’s Class C common stock will be cancelled for no consideration and will be retired, and the Company will not reissue such share of Class C common stock. The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Short-Swing Profit Disgorgement In November 2022, the Company received approximately $58,000 from short-swing profit disgorgement remitted by Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders’ equity and as a financing activity in the consolidated statement of cash flows. Stock Repurchase Program In October 2020, the Company’s Board of Directors initially authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, the Company’s Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million, respectively, of the Company’s Class A common stock and extended the stock repurchase program to expire on August 31, 2023 and December 31, 2025, respectively. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. The Company expects to fund the repurchases using cash on hand. During the year ended December 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $79.8 million including commissions paid, at a weighted average price per share of $30.76, which is recorded as treasury stock on the accompanying consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2023 and 2022, the Company reissued 579,176 and 852,508 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”), respectively, (see Note 21 — Equity-Based Compensation Plans). As of December 31, 2023 and 2022, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million. As described in Note 12 — Income Taxes, the IRA imposes a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested RSUs and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Non-Controlling Interests | |
Non-Controlling Interests | 20. Non-Controlling Interests As described in Note 19 — Stockholders’ Equity, CWH is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the accompanying consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the consolidated statement of stockholders’ equity). The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners: As of December 31, 2023 As of December 31, 2022 Common Units Ownership % Common Units Ownership % CWH 45,020,116 52.9% 42,440,940 50.2% Continuing Equity Owners 40,044,536 47.1% 42,044,536 49.8% Total 85,064,652 100.0% 84,485,476 100.0% During the years ended December 31, 2022 and 2021, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 and 540,699 common units of CWGS, LLC, respectively, in total to a college and hospital in 2022 (“2022 Common Unit Giftees”) and in total to a high school, university, and a charitable organization in 2021 (“2021 Common Unit Giftees”), which resulted in the corresponding 2,000,000 and 540,699 shares of Class B common stock, respectively, being transferred to the 2022 Common Unit Giftees and 2021 Common Unit Giftees, respectively. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided. During December 2021, on the day following each of the gifts, the 2021 Common Unit Giftees redeemed the 540,699 common units of CWGS, LLC for 540,699 shares of the Company’s Class A common stock, which also resulted in the cancellation of 540,699 shares of the Company’s Class B common stock that had been transferred to the 2021 Common Unit Giftees with no additional consideration provided. During the year ended December 31, 2021, the funds controlled by Crestview Partners II GP, L.P. redeemed 4.0 million common units of CWGS, LLC, for 4.0 million shares of the Company’s Class A common stock, respectively, which also resulted in the cancellation of 4.0 million shares of the Company’s Class B common stock, that was previously held by the funds controlled by Crestview Partners II GP, L.P. with no additional consideration provided. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: Year Ended December 31, ($ in thousands) 2023 2022 2021 Net income attributable to Camping World Holdings, Inc. $ 31,044 $ 136,947 $ 278,461 Transfers to non-controlling interests: Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options (485) (245) (2,017) Decrease in additional paid-in capital as a result of the vesting of restricted stock units (25,080) (35,831) (28,493) Increase (decrease) in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs 3,016 2,371 (989) Decrease in additional paid-in capital as a result of the stock award to employee — — (15,551) Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee — — (160) Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock — 27,561 74,487 Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 8,653 424 15,685 Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 17,148 $ 131,227 $ 321,423 |
Equity-Based Compensation Plans
Equity-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2023 | |
Equity-Based Compensation Plans | |
Equity-Based Compensation Plans | 21. Equity-Based Compensation Plans The following table summarizes the equity-based compensation that has been included in the following line items within the consolidated statements of operations during: Year Ended December 31, ($ in thousands) 2023 2022 2021 Equity-based compensation expense: Costs applicable to revenue $ 895 $ 689 $ 762 Selling, general, and administrative 23,191 33,158 47,174 Total equity-based compensation expense $ 24,086 $ 33,847 $ 47,936 Total income tax benefit recognized related to equity-based compensation $ 3,205 $ 3,809 $ 5,982 2016 Incentive Award Plan In October 2016, the Company adopted the 2016 Plan under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of equity-based awards to employees, consultants or non-employee directors of the Company. The Company does not intend to use cash to settle any of its equity-based awards. Upon the exercise of a stock option award, the vesting of a restricted stock unit or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury. Stock options and restricted stock units granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment. Stock options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant. Stock option grants expire after ten years unless canceled earlier due to termination of employment. Restricted stock units granted to non-employee directors vest in equal annual installments over a one-year or three-year period subject to voluntary deferral elections made prior to the grant. The Company did not grant any stock options during the years ended December 31, 2023, 2022 and 2021. A summary of stock option activity for the year ended December 31, 2023 is as follows: Weighted Average Aggregate Remaining Stock Options Weighted Average Intrinsic Value Contractual Life (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2022 238 $ 21.92 Exercised (18) $ 21.75 Forfeited (27) $ 22.00 Outstanding and exercisable at December 31, 2023 193 $ 21.92 $ 836 2.7 At December 31, 2023 and 2022, all stock options were fully vested. The intrinsic value of stock options exercised was $0.1 million, $0.2 million and $3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The actual tax benefit for the tax deductions from the exercise of stock options was not significant for the years ended December 31, 2023 and 2022, and $0.6 million for the year ended December 31, 2021. A summary of restricted stock unit activity for the year ended December 31, 2023 is as follows: Restricted Weighted Average Stock Units Grant Date (in thousands) Fair Value Outstanding at December 31, 2022 2,549 $ 32.08 Granted 553 $ 19.72 Vested (843) $ 29.29 Forfeited (384) $ 32.17 Outstanding at December 31, 2023 1,875 $ 29.39 The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2023, 2022 and 2021 was $19.72 , $23.12 , and $35.31 , respectively. At December 31, 2023, the intrinsic value of unvested restricted stock units was $49.2 million. At December 31, 2023, total unrecognized compensation cost related to unvested restricted stock units was $47.7 million and is expected to be recognized over a weighted-average period of 2.8 years. The fair value of restricted stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $20.7 million, $35.1 million, and $38.7 million, respectively. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $2.8 million, $4.9 million, and $5.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. A portion of the actual tax benefit for tax deductions from the vesting of restricted stock units relating to the year ended December 31, 2023 was subject to limitations on deductibility of executive compensation. The restricted stock units that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the restricted stock units on their respective vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. In December 2021, the Board of Directors of the Company awarded Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, an award of 510,986 shares of the Company’s Class A common stock having an aggregate grant-date fair value of $20.0 million or $39.14 per share, which was recognized as equity-based compensation expense during the year ended December 31, 2021. The award was made in consideration of the Company’s strong performance. Mr. Lemonis has not received compensation since the time of the Company’s initial public offering other than Company-provided benefits such as medical and dental insurance and related gross-ups. Similar to the vesting of restricted stock units discussed above, this award to Mr. Lemonis was net share settled such that the Company withheld shares with value equivalent to Mr. Lemonis’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the shares of Class A common stock on the date of the award as determined by the Company’s closing stock price. Total payments for Mr. Lemonis’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. This net share settlement had the effect of a share repurchase by the Company as they reduced the number of shares that would have otherwise been issued as a result of the award and did not represent an expense to the Company. The actual tax benefit for the tax deduction for this award was $2.6 million for the year ended December 31, 2021, which was subject to limitations on deductibility of executive compensation. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share | |
Earnings Per Share | 22. Earnings Per Share Basic earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Year Ended December 31, (In thousands except per share amounts) 2023 2022 2021 Numerator: Net income $ 50,601 $ 351,031 $ 642,075 Less: net income attributable to non-controlling interests (19,557) (214,084) (363,614) Net income attributable to Camping World Holdings, Inc. — 31,044 136,947 278,461 Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs — 938 — Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock 15,392 — 266,381 Net income attributable to Camping World Holdings, Inc. — $ 46,436 $ 137,885 $ 544,842 Denominator: Weighted-average shares of Class A common stock outstanding — basic 44,626 42,386 45,009 Dilutive options to purchase Class A common stock 20 56 150 Dilutive restricted stock units 281 412 1,165 Dilutive common units of CWGS, LLC that are convertible into Class A common stock 40,045 — 43,438 Weighted-average shares of Class A common stock outstanding — diluted 84,972 42,854 89,762 Earnings per share of Class A common stock — basic $ 0.70 $ 3.23 $ 6.19 Earnings per share of Class A common stock — diluted $ 0.55 $ 3.22 $ 6.07 Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Stock options to purchase Class A common stock 50 — — Restricted stock units 1,364 2,146 6 Common units of CWGS, LLC that are convertible into Class A common stock — 42,045 — Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented. |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2023 | |
Segments Information | |
Segments Information | 23. Segment Information The Company has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail (see Note 1 – Summary of Significant Accounting Policies – Description of the Business for a discussion of the primary revenue generating activities of each segment). The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is a group comprised of the Chief Executive Officer and the President. Segment revenue includes intersegment revenue. Segment income includes intersegment allocations for subsidiaries and shared resources. Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows: Year Ended December 31, 2023 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 194,827 $ — $ (1,000) $ 193,827 New vehicles — 2,581,250 (4,972) 2,576,278 Used vehicles — 1,983,865 (4,233) 1,979,632 Products, service and other — 870,648 (610) 870,038 Finance and insurance, net — 564,596 (2,340) 562,256 Good Sam Club — 44,516 — 44,516 Total consolidated revenue $ 194,827 $ 6,044,875 $ (13,155) $ 6,226,547 Year Ended December 31, 2022 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 192,622 $ — $ (494) $ 192,128 New vehicles — 3,234,016 (5,939) 3,228,077 Used vehicles — 1,881,468 (3,867) 1,877,601 Products, service and other — 1,000,170 (956) 999,214 Finance and insurance, net — 641,087 (17,631) 623,456 Good Sam Club — 46,537 — 46,537 Total consolidated revenue $ 192,622 $ 6,803,278 $ (28,887) $ 6,967,013 Year Ended December 31, 2021 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 180,926 $ — $ (204) $ 180,722 New vehicles — 3,306,002 (6,548) 3,299,454 Used vehicles — 1,689,855 (3,638) 1,686,217 Products, service and other — 1,102,407 (1,465) 1,100,942 Finance and insurance, net — 613,086 (14,611) 598,475 Good Sam Club — 47,944 — 47,944 Total consolidated revenue $ 180,926 $ 6,759,294 $ (26,466) $ 6,913,754 Year Ended December 31, ($ in thousands) 2023 2022 2021 Segment income: (1) Good Sam Services and Plans $ 106,748 $ 90,857 $ 74,765 RV and Outdoor Retail 159,626 528,564 798,846 Total segment income 266,374 619,421 873,611 Corporate & other (13,732) (12,619) (9,679) Depreciation and amortization (68,643) (80,304) (66,418) Other interest expense, net (135,270) (75,745) (46,912) Tax Receivable Agreement liability adjustment 2,442 114 (2,813) Loss and expense on debt restructure — — (13,468) Other expense, net (1,769) (752) (122) Income before income taxes $ 49,402 $ 450,115 $ 734,199 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. Year Ended December 31, ($ in thousands) 2023 2022 2021 Depreciation and amortization: Good Sam Services and Plans $ 3,278 $ 3,353 $ 3,009 RV and Outdoor Retail 65,365 76,951 63,409 Total depreciation and amortization $ 68,643 $ 80,304 $ 66,418 Year Ended December 31, ($ in thousands) 2023 2022 2021 Other interest expense, net: Good Sam Services and Plans $ (204) $ 57 $ (3) RV and Outdoor Retail 27,131 14,802 7,759 Subtotal 26,927 14,859 7,756 Corporate & other 108,343 60,886 39,156 Total other interest expense, net $ 135,270 $ 75,745 $ 46,912 As of December 31, ($ in thousands) 2023 2022 Assets: Good Sam Services and Plans $ 113,619 $ 130,841 RV and Outdoor Retail 4,568,372 4,448,354 Subtotal 4,681,991 4,579,195 Corporate & other 163,693 220,952 Total assets $ 4,845,684 $ 4,800,147 Year Ended December 31, ($ in thousands) 2023 2022 2021 Capital expenditures: Good Sam Services and Plans $ 4,040 $ 5,099 $ 1,856 RV and Outdoor Retail 194,234 205,491 246,084 Subtotal 198,274 210,590 247,940 Corporate and other — 2 (129) Total capital expenditures $ 198,274 $ 210,592 $ 247,811 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2023 | |
Schedule I - Condensed Financial Information of Registrant | |
Condensed Financial Information of Registrant | Schedule I: Condensed Financial Information of Registrant Camping World Holdings, Inc. Condensed Balance Sheets (Parent Company Only) (In Thousands Except Per Share Amounts) December 31, December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 1,905 $ 70,262 Affiliate Loan 30,000 — Prepaid income taxes and other 39 5,577 Total current assets 31,944 75,839 Deferred tax asset 155,928 141,807 Investment in subsidiaries 100,759 100,800 Total assets $ 288,631 $ 318,446 Liabilities and stockholders' equity Current liabilities: Income tax payable 1,238 — Current portion of liabilities under Tax Receivable Agreement 12,943 10,873 Total current liabilities 14,181 10,873 Liabilities under Tax Receivable Agreement, net of current portion 149,866 159,743 Total liabilities 164,047 170,616 Commitments and contingencies Stockholders' equity: Preferred stock, par value $0.01 per share – 20,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022 — — Class A common stock, par value $0.01 per share – 250,000 shares authorized; 49,571 issued and 45,020 outstanding as of December 31, 2023 and 47,571 issued and 42,441 outstanding as of December 31, 2022 496 476 Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466 issued and outstanding as of December 31, 2023; 41,466 issued and outstanding as of December 31, 2022 4 4 Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding as of December 31, 2023 and 2022 — — Additional paid-in capital 98,280 106,051 Treasury stock, at cost; 4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively (159,440) (179,732) Retained earnings 185,244 221,031 Total stockholders' equity 124,584 147,830 Total liabilities and stockholders' equity $ 288,631 $ 318,446 See accompanying Notes to Condensed Financial Information Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Operations (Parent Company Only) (In Thousands) Year Ended December 31, 2023 2022 2021 Revenue: Intercompany revenue $ 10,584 $ 10,069 $ 9,551 Total revenue 10,584 10,069 9,551 Operating expenses: Selling, general, and administrative 10,646 10,069 9,551 Total operating expenses 10,646 10,069 9,551 Income from operations (62) — — Interest income, net 1,426 477 46 Affiliate Loan interest income 39 — — Tax Receivable Agreement liability adjustment 2,442 114 (2,813) Other (expense) income, net — 139 402 Equity in net income of subsidiaries 21,463 215,271 378,657 Income before income taxes 25,308 216,001 376,292 Income tax benefit (expense) 5,736 (79,054) (97,831) Net income $ 31,044 $ 136,947 $ 278,461 See accompanying Notes to Condensed Financial Information Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Cash Flows (Parent Company Only) (In Thousands) For the Year Ended December 31, 2023 2022 2021 Operating activities Net income $ 31,044 $ 136,947 $ 278,461 Adjustments to reconcile net income to net cash used in operating activities: Equity in net income of subsidiaries (21,463) (215,271) (378,657) Deferred tax expense (11,901) 28,672 8,210 Tax Receivable Agreement liability adjustment (2,442) (114) 2,813 Change in assets and liabilities, net of acquisitions: Prepaid income taxes and other assets 6,219 2,914 (57) Accounts payable and other accrued liabilities 1,238 — — Payment pursuant to Tax Receivable Agreement (10,937) (11,322) (8,089) Net cash used in operating activities (8,242) (58,174) (97,319) Investing activities Purchases of LLC Interest from CWGS, LLC (389) (541) (4,111) Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases — 79,757 156,256 Distributions received from CWGS, LLC 36,716 162,767 198,138 Lent funds under Affiliate Loan (30,000) — — Net cash provided by investing activities 6,327 241,983 350,283 Financing activities Dividends paid to Class A common stockholders (66,831) (105,387) (67,176) Proceeds from exercise of stock options 389 541 4,111 Repurchases of Class A common stock to treasury — (79,757) (156,256) Disgorgement of short-swing profits by Section 16 officer — 58 — Net cash used in financing activities (66,442) (184,545) (219,321) (Decrease) increase in cash and cash equivalents (68,357) (736) 33,643 Cash and cash equivalents at beginning of year 70,262 70,998 37,355 Cash and cash equivalents at end of the year $ 1,905 $ 70,262 $ 70,998 See accompanying Notes to Condensed Financial Information Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Notes to Condensed Financial Information (Parent Company Only) December 31, 2023 1. Organization Camping World Holdings, Inc. (the “Parent Company”) was formed on March 8, 2016 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC”), its Affiliate Loan (as defined in Note 3 – Affiliate Loan), and certain deferred tax assets. The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC’s Senior Secured Credit Facilities. See Note 10 to the consolidated financial statements. 2. Basis of Presentation These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Camping World Holdings, Inc. and the accompanying notes thereto, included in this Form 10-K. For purposes of this condensed financial information, the Parent Company's interest in CWGS, LLC is recorded based upon its proportionate share of CWGS, LLC's net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of CWGS, LLC, and pursuant to the Amended and Restated LLC Agreement of CWGS, LLC (the “LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized. Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. For the years ended December 31, 2023, 2022, and 2021, the full amounts of intercompany revenue and equity in net income of subsidiaries in the accompanying Parent Company Statements of Operations were eliminated in consolidation. No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2023 and 2022 (see Note 3 – Affiliate Loan for other amounts owed to the Parent Company). Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $162.8 million and $170.6 million as of December 31, 2023 and 2022, respectively. 3. Affiliate Loan In December 2023, the Parent Company (the “Lender”) and CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, entered into a loan agreement (the “Affiliate Loan”) whereby the Borrower may borrow up to $40.0 million from the Lender at an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 6.50% per annum. The Lender may demand repayment with thirty-day notice, there are no prepayment restrictions or penalties, and the Affiliate Loan expires in December 2025. In December 2023, the Borrower borrowed $30.0 million under the Affiliate Loan, which was repaid with accrued interest in January 2024. At December 31, 2023, the interest rate on the Affiliate Loan was 11.86% and accrued interest was less than $0.1 million. 4. Commitments and Contingencies The Parent Company is party to a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 12 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 12 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2023 and 2022, liabilities under the tax receivable agreement totaled $162.8 million and $170.6 million, respectively. See Note 14 to the consolidated financial statements for information regarding pending and threatened litigation and Note 1 to the consolidated financial statements for information about the February 2022 cybersecurity incident. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation and cybersecurity incidents. 5. Income Taxes CWGS, LLC completed the steps necessary to convert Camping World, Inc. (“CW”) and certain of its subsidiaries from Subchapter C Corporations to limited liability companies (“LLCs”) with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by CWGS, LLC’s other LLC businesses. As a result, both income tax expense recognized by the Parent Company and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow CWGS, LLC to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies. During the years ended December 31, 2023 and 2022, the above LLC Conversion resulted in additional income tax benefit and expense for the Parent Company of $3.1 million and $13.3 million, respectively. Additionally, the Parent Company recorded an income tax benefit of $4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date. 6. Stock Repurchase Program During the year ended December 31, 2023, the Parent Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Parent Company repurchased 2,592,524 shares of Class A common stock, under this program for approximately $79.8 million, including commissions paid, at a weighted average price per share of $30.76, which is recorded as treasury stock on the Parent Company’s balance sheet. During the year ended December 31, 2022, the $79.8 million was concurrently funded by CWGS, LLC in exchange for the return of 2,592,524 common units in CWGS, LLC, which reduced the Parent Company’s ownership interest in CWGS, LLC. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2023 and 2022, the Parent Company reissued 579,176 and 852,508 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Parent Company’s 2016 Incentive Award Plan. As of December 31, 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million. 7. Statements of Cash Flows Supplemental disclosures of cash flow information are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid (refunded) during the period for: Interest $ — $ — $ — Income taxes (646) 47,601 87,588 Non-cash financing activities: Par value of Class A common stock issued for redemption of common units in CWGS, LLC 20 1 47 Cost of treasury stock issued for vested restricted stock units 29,542 42,640 34,756 Cost of treasury stock issued for stock award to employee — — 19,586 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
Valuation and Qualifying Accounts | |
Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts Balance at Additions Charged Charges Balance Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense (1) Accounts (2) (Write-offs) of Period Accounts receivable allowance (3) : Year ended December 31, 2023 $ 4,222 $ (954) $ 14 $ (304) $ 2,978 Year ended December 31, 2022 4,711 $ 675 $ 297 $ (1,461) $ 4,222 Year ended December 31, 2021 3,393 1,568 74 (324) 4,711 (1) Additions to allowance for credit losses are charged to expense. (2) Additions to returns allowances are credited against revenue. (3) Accounts receivable allowance includes the allowance for credit losses and the allowance for returns. Balance at Additions Charged Charges Balance Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense Accounts (Write-offs) of Period Noncurrent other assets allowance: Year ended December 31, 2023 $ 37 $ 61 $ — $ (37) $ 61 Year ended December 31, 2022 42 (5) — — 37 Year ended December 31, 2021 — 42 — — 42 Tax Valuation Tax Valuation Allowance Allowance Balance at Charged to Credited to Charged Balance Beginning Income Tax Income Tax to Other at End (In Thousands) of Period Provision Provision Accounts (1) of Period Valuation allowance for deferred tax assets: Year ended December 31, 2023 $ 154,976 $ — $ 66,678 $ 10,038 $ 231,692 Year ended December 31, 2022 312,088 — (164,257) 7,145 154,976 Year ended December 31, 2021 295,946 — (2,234) 18,376 312,088 (1) Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”) and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 19 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC, includes periods where CWH held a minority economic interest in CWGS, LLC. As of December 31, 2023, 2022, and 2021, CWH owned 52.9%, 50.2% and 51.2%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements. |
Description of the Business | Description of the Business Camping World Holdings, Inc., together with its subsidiaries, is the world’s largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. See Note 23 – Segments Information for further information about the Company’s segments. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; commissions on property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World brand, and markets its products and services primarily to RV and outdoor enthusiasts. |
Cybersecurity Incident | Cybersecurity Incident The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement. The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. The Company and plaintiffs executed a settlement agreement to resolve the putative class action complaints for an immaterial amount subject to court approval. On December 12, 2023 the court granted preliminary approval of the settlement agreement and set a final approval hearing for April 17, 2024. The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the consolidated financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, program cancellation reserves, chargebacks, accruals related to estimated tax liabilities, product return reserves, and other liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the accompanying consolidated balance sheets, and changes in the amounts are reflected in operating cash flows in the accompanying consolidated statement of cash flows. |
Contracts in Transit, Accounts Receivable and Current Expected Credit Losses | Contracts in Transit, Accounts Receivable and Current Expected Credit Losses Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Accounts receivable are stated at realizable value, net of an allowance for credit losses. Accounts receivable balances due in excess of one year was $8.8 million at December 31, 2023 and $9.6 million at December 31, 2022, which are included in other assets in the accompanying consolidated balance sheets. The allowance for credit losses is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required at December 31, 2023 and 2022. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances for credit losses of approximately $3.0 million as of December 31, 2023 and $4.2 million as of December 31, 2022 were required. The following table details the changes in the allowance for credit losses relating to current receivables (in thousands): The following table details the changes in the allowance for credit losses relating to current receivables (in thousands): Year Ended December 31, 2023 2022 Allowance for credit losses: Balance, beginning of period $ 4,222 $ 4,711 Charged to bad debt expense (954) 675 Deductions (1) (290) (1,164) Balance, end of period $ 2,978 $ 4,222 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business. These receivables are short-term in nature and are from various financial institutions located throughout the United States. The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2023 and 2022 was approximately $47.4 million and $146.4 million, respectively. The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. |
Inventories | Inventories New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in plus reconditioning costs. Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value using the first in, first out method. The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight and rebates. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly. |
Assets Held for Sale and Long-Lived Assets | Assets Held for Sale The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group. The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale. The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers. Long-Lived Assets Long lived assets are included in property and equipment, which also includes capitalized software costs to be held and used. For the Company’s major software systems, such as its accounting and membership systems, its capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group’s respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions. |
Property and Equipment, net | Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets: Years Building and improvements 40 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3 - 12 Software 3 - 5 Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. |
Leases | Leases Leases are recorded in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) (see Note 11 — Lease Obligations). The Company leases property and equipment throughout the United States primarily under finance and operating leases. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases. Many of the Company’s lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability. Most of the Company’s real estate leases include one or more options to renew , with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise. The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is evaluated for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company elects to not perform a qualitative analysis, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. (see Note 8 – Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. |
Long-Term Debt | Long-Term Debt The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities. |
Revenue Recognition | Revenue Recognition Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation. Good Sam Services and Plans Good Sam Services and Plans revenue consists primarily of revenue from publications and marketing fees from various consumer services and plans. Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. New and Used Vehicles RV vehicle revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer. Products, Service and Other Revenue from RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies, RV furniture, camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded. When points are awarded to customers under the Good Sam Club program for purchases of products or services, a portion of the product or service revenue is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company’s products or services. Finance and Insurance, net Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience from the past ten years , adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $68.2 million and $76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Good Sam Club Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders. When points are awarded to cardholders under the co-branded credit card program relating to sign-up or card activity, a portion of the revenue from the third-party credit card provider is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company’s products or services or as a credit to their credit card balance. |
Advertising expense/Vendor Allowances and Shipping and Handling Fees and Costs | Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 were $101.1 million, $150.7 million and $136.3 million, respectively. Advertising expenses relating to RV and Outdoor Retail segment were included in selling, general and administrative expenses in the consolidated statements of operations. Advertising expenses relating to the Good Sam Services and Plans segment were included in costs applicable to revenues in the consolidated statements of operations, since, by the nature of those revenue streams, they are integral to the generation of those revenues. Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2023, 2022, and 2021, $4.4 million, $7.2 million, and $8.0 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on the asset and liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 12 — Income Taxes for additional information. |
Seasonality | Seasonality The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline. Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business. Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related to such an equity security. The standard should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company early adopted ASU 2021-08 as of January 1, 2023 and the adoption did not materially impact its consolidated financial statements. In September 2022, the FASB issued ASU 2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This standard requires a buyer in a supplier finance program to disclose qualitative and quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period. The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. As the Company already included many of the required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements. In August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction. The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss. The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit. Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition. Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods. The standard should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of allowance for credit losses | The following table details the changes in the allowance for credit losses relating to current receivables (in thousands): The following table details the changes in the allowance for credit losses relating to current receivables (in thousands): Year Ended December 31, 2023 2022 Allowance for credit losses: Balance, beginning of period $ 4,222 $ 4,711 Charged to bad debt expense (954) 675 Deductions (1) (290) (1,164) Balance, end of period $ 2,978 $ 4,222 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. |
Schedule of Property and Equipment, estimated useful lives of the assets | Years Building and improvements 40 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3 - 12 Software 3 - 5 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Summary of total unsatisfied performance obligation for these revenue streams, that the Company expects to recognize the amounts as revenue | The total unsatisfied performance obligations for these revenue streams at December 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of December 31, 2023 2024 $ 92,366 2025 33,217 2026 17,233 2027 9,305 2028 4,274 Thereafter 2,751 Total $ 159,146 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable | |
Summary of accounts receivable | Accounts receivable consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Good Sam Services and Plans $ 17,589 $ 14,385 RV and Outdoor Retail New and used vehicles 2,830 3,995 Parts, service and other 35,748 40,708 Trade accounts receivable 27,773 25,352 Due from manufacturers 37,190 23,861 Other 9,365 8,300 Corporate 553 32 131,048 116,633 Allowance for credit losses (2,978) (4,222) $ 128,070 $ 112,411 |
Inventories and Floor Plan Pa_2
Inventories and Floor Plan Payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Schedule of inventories | Inventories consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Good Sam services and plans $ 452 $ 625 New RVs 1,378,403 1,411,016 Used RVs 464,833 464,310 Products, parts, accessories and other 199,261 247,907 $ 2,042,949 $ 2,123,858 |
Floor Plan Facility | |
Inventory | |
Schedule of outstanding amounts and available borrowing | The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2023 and December 31, 2022 (in thousands): December 31, December 31, 2023 2022 Floor Plan Facility: Notes payable — Total commitment $ 1,850,000 $ 1,700,000 Less: borrowings, net of FLAIR offset account (1,371,145) (1,319,941) Less: FLAIR offset account (145,047) (217,669) Additional borrowing capacity 333,808 162,390 Less: short-term payable for sold inventory (1) (41,577) (33,501) Less: purchase commitments (2) (27,420) (43,807) Unencumbered borrowing capacity $ 264,811 $ 85,082 Revolving line of credit $ 70,000 $ 70,000 Less: borrowings (20,885) (20,885) Additional borrowing capacity $ 49,115 $ 49,115 Letters of credit: Total commitment $ 30,000 $ 30,000 Less: outstanding letters of credit (12,300) (11,371) Additional letters of credit capacity $ 17,700 $ 18,629 (1) The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the Consolidated Balance Sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows. (2) Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding. |
Restructuring and Long-Lived _2
Restructuring and Long-Lived Asset Impairment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of long-lived asset impairment charges by type of long-lived asset | The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment (in thousands): Year Ended December 31, 2023 2022 2021 Long-lived asset impairment charges by type of long-lived asset: Leasehold improvements $ 1,857 $ 2,557 $ 721 Operating lease right of use assets 1,107 1,613 2,127 Furniture and equipment 329 61 196 Software 1,362 — — Construction in progress and software in development 113 — — Intangible assets 4,501 — — Total long-lived asset impairment charges $ 9,269 $ 4,231 $ 3,044 Long-lived asset impairment charges by restructuring activity: 2019 Strategic Shift $ — $ 1,614 $ 1,399 Active Sports Restructuring 6,648 — — Unrelated to restructuring activities 2,621 2,617 1,645 Total long-lived asset impairment charges $ 9,269 $ 4,231 $ 3,044 |
2019 Strategic Shift | |
Schedule of restructuring expenses incurred | The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 2019 Strategic Shift restructuring costs: Lease termination costs (1) — 1,316 1,431 Incremental inventory reserve charges (2) — — 15,017 Other associated costs (3) 3,965 7,026 10,684 Total 2019 Strategic Shift restructuring costs $ 3,965 $ 8,342 $ 27,132 (1) These costs were included in lease termination charges in the consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (2) These costs incurred in 2021 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations. (3) Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. For the years ended December 31, 2023, 2022 and 2021, costs of approximately $4.0 million, $7.0 million and $10.7 million, respectively, were included in selling, general, and administrative expenses in the consolidated statements of operations. |
Schedule of changes in the restructuring accrual | The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands): One-time Lease Other Termination Termination Associated Benefits Costs (1) Costs (2) Total Balance at June 30, 2019 $ — $ — $ — $ — Charged to expense 1,239 13,532 21,156 35,927 Paid or otherwise settled (1,239) (13,532) (20,382) (35,153) Balance at December 31, 2020 — — 774 774 Charged to expense — 1,650 10,684 12,334 Paid or otherwise settled — (1,650) (10,532) (12,182) Balance at December 31, 2021 — — 926 926 Charged to expense — 6,097 7,026 13,123 Paid or otherwise settled — (6,097) (7,083) (13,180) Balance at December 31, 2022 — — 869 869 Charged to expense — — 3,965 3,965 Paid or otherwise settled — — (3,676) (3,676) Balance at December 31, 2023 $ — $ — $ 1,158 $ 1,158 (1) Lease termination costs exclude the $1.3 million, $6.1 million, $0.2 million, $4.8 million and $0 of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the years ended December 31, 2020, 2021, 2022 and 2023, respectively. (2) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. |
Active Sports | |
Schedule of restructuring expenses incurred | The following table details the costs incurred associated with the Active Sports Restructuring (in thousands): Year Ended December 31, 2023 2022 2021 Active Sports Restructuring costs: One-time termination benefits (1) $ 193 $ — $ — Incremental inventory reserve charges (1) 4,344 — — Lease termination costs (2) 375 — — Other associated costs (3) 1,003 — — Total Active Sports Restructuring costs $ 5,915 $ — $ — (1) These costs were included in costs applicable to revenues – products, service and other in the consolidated statements of operations. (2) These costs were included in lease termination charges in the consolidated statements of operations. As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities. (3) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the consolidated statements of operations. |
Schedule of changes in the restructuring accrual | The following table details changes in the restructuring accrual associated with the Active Sports Restructuring (in thousands): One-time Other Termination Associated Benefits Costs (1) Total Balance at March 31, 2023 $ — $ — $ — Charged to expense 193 1,003 1,196 Paid or otherwise settled (193) (1,003) (1,196) Balance at December 31, 2023 $ — $ — $ — (1) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the specialty retail location and distribution centers related to the Active Sports Restructuring. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Assets Held for Sale | |
Components of assets held for sale and liabilities related to assets held for sale | The following table presents the components of assets held for sale and liabilities related to assets held for sale at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Assets held for sale: Property and equipment, net $ 29,864 $ — $ 29,864 $ — Liabilities related to assets held for sale: Current portion of long-term debt $ 864 $ — Long-term debt, net of current portion 16,424 — $ 17,288 $ — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, net | |
Property and Equipment, net | Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Land $ 142,020 $ 132,728 Buildings and improvements 321,054 265,621 Leasehold improvements 339,439 301,055 Furniture and equipment 261,114 232,449 Software 90,835 87,327 Construction in progress and software in development 59,954 81,256 1,214,416 1,100,436 Less: accumulated depreciation (379,990) (342,155) Property and equipment, net $ 834,426 $ 758,281 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets | |
Changes in goodwill by business line | The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2023 and 2022 (in thousands): Good Sam Services and RV and Plans Outdoor Retail Consolidated Balance at December 31, 2021 (excluding impairment charges) $ 70,713 $ 654,758 $ 725,471 Accumulated impairment charges (46,884) (194,953) (241,837) Balance at December 31, 2021 23,829 459,805 483,634 Acquisitions 405 138,384 138,789 Balance at December 31, 2022 24,234 598,189 622,423 Acquisitions — 88,799 88,799 Balance at December 31, 2023 $ 24,234 $ 686,988 $ 711,222 |
Finite-lived intangible assets and related accumulated amortization | Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, 2023 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,640 (9,246) $ 394 Trademarks and trade names 2,132 (238) 1,894 Websites 3,050 (1,118) 1,932 RV and Outdoor Retail: Customer lists, domain names and other 5,543 (3,269) 2,274 Supplier lists 1,696 (1,102) 594 Trademarks and trade names 27,251 (21,390) 5,861 Websites 6,325 (5,557) 768 $ 55,637 $ (41,920) $ 13,717 December 31, 2022 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership, customer lists and other $ 9,640 $ (8,971) $ 669 Trademarks and trade names 2,132 (95) 2,037 Websites 3,050 (682) 2,368 RV and Outdoor Retail: Customer lists and domain names 5,626 (2,880) 2,746 Supplier lists 1,696 (763) 933 Trademarks and trade names 29,564 (19,691) 9,873 Websites 7,519 (5,200) 2,319 $ 59,227 $ (38,282) $ 20,945 |
Schedule of amortization of finite lived intangibles assets | The aggregate future five-year amortization of finite-lived intangibles at December 31, 2023, was as follows (in thousands): 2024 $ 3,369 2025 3,068 2026 2,478 2027 2,437 2028 930 Thereafter 1,435 $ 13,717 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities | |
Schedule Of Accrued liabilities | Accrued liabilities consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Compensation and benefits $ 51,999 $ 45,043 Other accruals 97,097 102,790 $ 149,096 $ 147,833 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Instrument [Line Items] | |
Long-Term debt | The following reflects outstanding long-term debt as of December 31, 2023 and 2022, (in thousands): December 31, December 31, 2023 2022 Term Loan Facility (1) $ 1,346,229 $ 1,360,454 Real Estate Facilities (2) 166,604 145,911 Other Long-Term Debt 8,246 3,280 Subtotal 1,521,079 1,509,645 Less: current portion (22,121) (25,229) Total $ 1,498,958 $ 1,484,416 (1) Net of $12.0 million and $14.2 million of original issue discount at December 31, 2023 and 2022, respectively, and $4.7 million and $5.8 million of finance costs at December 31, 2023 and 2022, respectively. (2) Net of $3.3 million and $3.4 million of finance costs at December 31, 2023 and 2022, respectively. |
Schedule of Aggregate Maturities of Long-term Debt | The aggregate future maturities of long-term debt at December 31, 2023, excluding original issue discount of $12.0 million, finance costs of $8.0 million, and $17.3 million of liabilities relating to assets held for sale (see Note 6 Assets Held for Sale for further details), Long-term debt instruments 2024 $ 24,475 2025 24,489 2026 34,856 2027 143,595 2028 1,309,687 Thereafter 4,021 Total $ 1,541,123 |
Term Loan Facility | |
Debt Instrument [Line Items] | |
Schedule of outstanding amounts and available borrowings | The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): December 31, December 31, 2023 2022 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,400,000 $ 1,400,000 Less: cumulative principal payments (37,034) (19,515) Less: unamortized original issue discount (12,016) (14,224) Less: unamortized finance costs (4,721) (5,807) 1,346,229 1,360,454 Less: current portion (14,015) (14,015) Long-term debt, net of current portion $ 1,332,214 $ 1,346,439 Revolving Credit Facility: Total commitment $ 65,000 $ 65,000 Less: outstanding letters of credit (4,930) (4,930) Less: total net leverage ratio borrowing limitation (37,320) — Additional borrowing capacity $ 22,750 $ 60,070 |
Real Estate Facilities | |
Debt Instrument [Line Items] | |
Schedule of outstanding amounts and available borrowings | As of December 31, 2023 Principal Remaining Wtd. Average (In thousands) Outstanding (1) Available (2) Interest Rate Real Estate Facilities M&T Real Estate Facility $ 171,182 (4) $ 68,394 (3) 7.66% First CIBC Real Estate Facility 3,655 — 8.36% Third CIBC Real Estate Facility 9,055 — 8.11% Less: Amount reclassified to liabilities related to assets held for sale (17,288) — $ 166,604 $ 68,394 (1) Outstanding principal amounts are net of unamortized finance costs. (2) Amounts cannot be reborrowed. (3) Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility. (4) $17.3 million of this amount is classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale). |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lease Obligations | |
Summary of lease cost | The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 118,082 $ 113,411 Finance lease cost: Amortization of finance lease assets 3,253 11,931 Interest on finance lease liabilities 6,069 5,005 Short-term lease cost 1,940 1,880 Variable lease cost 22,913 23,607 Sublease income (2,726) (1,713) Net lease costs $ 149,531 $ 154,121 |
Schedule of cash flow supplemental information | Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 117,160 $ 114,176 Operating cash flows for finance leases 6,064 4,928 Financing cash flows for finance leases 5,496 5,977 Lease assets obtained in exchange for lease liabilities: New, remeasured and terminated operating leases $ 59,858 $ 52,698 New, remeasured and terminated finance leases 20,557 24,440 |
Schedule of other information related to leases | December 31, 2023 2022 Weighted average remaining lease term: Operating leases 11.3 years 11.8 years Financing leases 17.4 years 15.4 years Weighted average discount rate: Operating leases 7.1 % 6.9 % Financing leases 6.0 % 5.7 % |
Schedule of future operating lease obligations | The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2023 (in thousands): Operating Finance Leases Leases 2024 $ 118,972 $ 23,352 2025 118,480 10,644 2026 116,393 10,563 2027 107,755 10,009 2028 103,047 9,630 Thereafter 656,054 109,180 Total lease payments 1,220,701 173,378 Less: Imputed interest (393,048) (58,494) Total lease obligations 827,653 114,884 Less: current portion (63,695) (17,133) Noncurrent lease obligations $ 763,958 $ 97,751 |
Schedule of future finance lease obligations | The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2023 (in thousands): Operating Finance Leases Leases 2024 $ 118,972 $ 23,352 2025 118,480 10,644 2026 116,393 10,563 2027 107,755 10,009 2028 103,047 9,630 Thereafter 656,054 109,180 Total lease payments 1,220,701 173,378 Less: Imputed interest (393,048) (58,494) Total lease obligations 827,653 114,884 Less: current portion (63,695) (17,133) Noncurrent lease obligations $ 763,958 $ 97,751 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of components of the Company's income tax expense | The components of the Company’s income tax (benefit) expense from operations for the years ended December 31, 2023, 2022 and 2021 consisted of (in thousands): 2023 2022 2021 Current: Federal $ 9,123 $ 44,613 $ 74,124 State 1,558 11,170 23,890 Deferred: Federal (9,217) 17,588 13,024 State (2,663) 25,713 (18,914) Income tax (benefit) expense $ (1,199) $ 99,084 $ 92,124 |
Schedule of reconciliation of income tax expense from operations to the federal statutory rate | A reconciliation of income tax (benefit) expense from operations to the federal statutory rate for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Income taxes computed at federal statutory rate (1) $ 10,374 $ 94,524 $ 154,182 State income taxes – net of federal benefit (1) (2,645) 8,362 15,261 Other differences: State and local taxes on pass-through entities 1,948 3,736 5,004 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) (3,927) (53,461) (81,013) Effect of LLC Conversion (3) (85,790) 208,833 — Increase (decrease) in valuation allowance (4) 66,679 (164,257) (2,234) Impact of other state tax rate changes 4,900 967 1,927 Accrual to return 8,314 (1,135) (3,768) Tax credits (582) (743) (565) Uncertain Tax Positions (547) 1,519 501 Other 77 739 2,829 Income tax (benefit) expense $ (1,199) $ 99,084 $ 92,124 (1) Federal and state income tax includes $0.6 million, less than $0.1 million, and $0.7 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, 2022, and 2021, respectively. (2) The related income is taxable to the non-controlling interest. (3) For 2023, these amounts represent a reduction of $81.7 million to CWH’s outside basis deferred tax assets as a result of the LLC Conversion and $4.1 million related to the entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023 (defined and discussed below). For 2022, these amounts represent the tax impact of the LLC Conversion, which is comprised of a $209.4 million adjustment to CW’s deferred tax assets inclusive of tax operating losses, net of a $0.6 million reduction to CWH’s outside basis deferred tax asset. (4) For 2023, the valuation allowance increased by $66.7 million. The valuation allowance increased by $132.2 million related to capital loss carryforward. Additionally, valuation allowance decreased by $52.5 million as a result of the LLC Conversion and its impact on realization of the CWH’s outside basis deferred tax asset and decreased by $13.0 million for activities not related to the LLC Conversion. For 2022, these amounts include a $180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states, net of a $0.6 million decrease in valuation allowance associated with CWH’s outside basis deferred tax asset. During 2021, and as a result of CWH’s ownership of CWGS increasing above 50% during the first quarter of 2021, the amount for the year ended December 31, 2021 included a decrease in the valuation allowance of CW in certain state deferred tax assets of $15.2 million, partially offset by $13.0 million of increases to the valuation allowance primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states. |
Summary of significant items comprising the net deferred tax asset | Significant items comprising the net deferred tax assets at December 31, 2023 and 2022 were (in thousands): 2023 2022 Deferred tax liabilities Operating lease assets $ (5,375) $ (5,897) Other (101) (80) (5,476) (5,977) Deferred tax assets Investment in partnership ("Outside Basis Deferred Tax Asset") (1) 207,013 253,550 Capital loss carryforward 132,248 — Tax Receivable Agreement liability 40,702 43,223 Operating lease liabilities 5,678 6,150 Business interest expense carryforward 5,597 — Net operating loss carryforward 2,061 22 Other reserves 1,195 1,234 394,494 304,179 Valuation allowance (231,692) (154,975) Net deferred tax assets $ 157,326 $ 143,227 (1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Summary of aggregate carrying value and fair value of fixed rate debt | Fair Value December 31, 2023 December 31, 2022 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,346,229 $ 1,328,892 $ 1,360,454 $ 1,394,290 Floor Plan Facility Revolving Line of Credit Level 2 20,885 21,732 20,885 19,823 Real Estate Facilities (1) Level 2 183,892 195,029 145,911 145,664 Other Long-Term Debt Level 2 8,246 6,702 3,280 2,944 (1) The carrying value of Real Estate Facilities at December 31, 2023 includes the $17.3 million reported as liabilities related to assets held for sale in the consolidated balance sheet. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Assets Of Multiple Dealership Locations Acquired | |
Acquisitions | |
Summary of the purchase price allocations | Year Ended December 31, ($ in thousands) 2023 2022 Tangible assets (liabilities) acquired (assumed): Accounts receivable, net $ — $ (68) Inventories, net 119,672 75,766 Prepaid expenses and other assets 170 207 Property and equipment, net 1,407 583 Operating lease assets 916 1,558 Accounts payable (6) — Accrued liabilities (63) (687) Current portion of operating lease liabilities (208) (500) Other current liabilities (520) (188) Operating lease liabilities, net of current portion (708) (1,058) Total tangible net assets acquired 120,660 75,613 Total intangible assets acquired — 2,632 Goodwill 88,799 138,789 Cash paid for acquisitions, net of cash acquired 209,459 217,034 Inventory purchases financed via floor plan (100,331) (59,935) Cash payment net of floor plan financing $ 109,128 $ 157,099 |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Statement of Cash Flows | |
Supplemental disclosures of cash flow information | Supplemental disclosures of cash flow information for the following periods (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid during the period for: Interest $ 214,082 $ 106,997 $ 58,424 Income taxes 3,352 54,579 99,557 Non-cash investing and financing activities: Leasehold improvements paid by lessor 256 361 — Vehicles transferred to property and equipment from inventory 295 979 931 Capital expenditures in accounts payable and accrued liabilities 5,833 12,377 9,726 Purchase of real property through assumption of other long-term debt 5,185 — — Note receivable exchanged for amounts owed by other investment 2,153 — — Par value of Class A common stock issued for redemption of common units in CWGS, LLC 20 1 47 Cost of treasury stock issued for vested restricted stock units 29,542 42,640 34,756 Cost of treasury stock issued for stock award to employee — — 19,586 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Non-Controlling Interests | |
Schedule of ownership in CWGS, LLC | As of December 31, 2023 As of December 31, 2022 Common Units Ownership % Common Units Ownership % CWH 45,020,116 52.9% 42,440,940 50.2% Continuing Equity Owners 40,044,536 47.1% 42,044,536 49.8% Total 85,064,652 100.0% 84,485,476 100.0% |
Schedule of effects of change in ownership | Year Ended December 31, ($ in thousands) 2023 2022 2021 Net income attributable to Camping World Holdings, Inc. $ 31,044 $ 136,947 $ 278,461 Transfers to non-controlling interests: Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options (485) (245) (2,017) Decrease in additional paid-in capital as a result of the vesting of restricted stock units (25,080) (35,831) (28,493) Increase (decrease) in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs 3,016 2,371 (989) Decrease in additional paid-in capital as a result of the stock award to employee — — (15,551) Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee — — (160) Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock — 27,561 74,487 Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 8,653 424 15,685 Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 17,148 $ 131,227 $ 321,423 |
Equity-Based Compensation Pla_2
Equity-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity-Based Compensation Plans | |
Schedule of equity-based compensation expense classified with the consolidated statements of operations | Year Ended December 31, ($ in thousands) 2023 2022 2021 Equity-based compensation expense: Costs applicable to revenue $ 895 $ 689 $ 762 Selling, general, and administrative 23,191 33,158 47,174 Total equity-based compensation expense $ 24,086 $ 33,847 $ 47,936 Total income tax benefit recognized related to equity-based compensation $ 3,205 $ 3,809 $ 5,982 |
Summary of stock option activity | Weighted Average Aggregate Remaining Stock Options Weighted Average Intrinsic Value Contractual Life (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2022 238 $ 21.92 Exercised (18) $ 21.75 Forfeited (27) $ 22.00 Outstanding and exercisable at December 31, 2023 193 $ 21.92 $ 836 2.7 |
Summary of restricted stock unit activity | Restricted Weighted Average Stock Units Grant Date (in thousands) Fair Value Outstanding at December 31, 2022 2,549 $ 32.08 Granted 553 $ 19.72 Vested (843) $ 29.29 Forfeited (384) $ 32.17 Outstanding at December 31, 2023 1,875 $ 29.39 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class A common stock | |
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings | Year Ended December 31, (In thousands except per share amounts) 2023 2022 2021 Numerator: Net income $ 50,601 $ 351,031 $ 642,075 Less: net income attributable to non-controlling interests (19,557) (214,084) (363,614) Net income attributable to Camping World Holdings, Inc. — 31,044 136,947 278,461 Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs — 938 — Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock 15,392 — 266,381 Net income attributable to Camping World Holdings, Inc. — $ 46,436 $ 137,885 $ 544,842 Denominator: Weighted-average shares of Class A common stock outstanding — basic 44,626 42,386 45,009 Dilutive options to purchase Class A common stock 20 56 150 Dilutive restricted stock units 281 412 1,165 Dilutive common units of CWGS, LLC that are convertible into Class A common stock 40,045 — 43,438 Weighted-average shares of Class A common stock outstanding — diluted 84,972 42,854 89,762 Earnings per share of Class A common stock — basic $ 0.70 $ 3.23 $ 6.19 Earnings per share of Class A common stock — diluted $ 0.55 $ 3.22 $ 6.07 Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Stock options to purchase Class A common stock 50 — — Restricted stock units 1,364 2,146 6 Common units of CWGS, LLC that are convertible into Class A common stock — 42,045 — |
Segments Information (Tables)
Segments Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segments Information | |
Reportable segment revenue | Year Ended December 31, 2023 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 194,827 $ — $ (1,000) $ 193,827 New vehicles — 2,581,250 (4,972) 2,576,278 Used vehicles — 1,983,865 (4,233) 1,979,632 Products, service and other — 870,648 (610) 870,038 Finance and insurance, net — 564,596 (2,340) 562,256 Good Sam Club — 44,516 — 44,516 Total consolidated revenue $ 194,827 $ 6,044,875 $ (13,155) $ 6,226,547 Year Ended December 31, 2022 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 192,622 $ — $ (494) $ 192,128 New vehicles — 3,234,016 (5,939) 3,228,077 Used vehicles — 1,881,468 (3,867) 1,877,601 Products, service and other — 1,000,170 (956) 999,214 Finance and insurance, net — 641,087 (17,631) 623,456 Good Sam Club — 46,537 — 46,537 Total consolidated revenue $ 192,622 $ 6,803,278 $ (28,887) $ 6,967,013 Year Ended December 31, 2021 Good Sam RV and Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 180,926 $ — $ (204) $ 180,722 New vehicles — 3,306,002 (6,548) 3,299,454 Used vehicles — 1,689,855 (3,638) 1,686,217 Products, service and other — 1,102,407 (1,465) 1,100,942 Finance and insurance, net — 613,086 (14,611) 598,475 Good Sam Club — 47,944 — 47,944 Total consolidated revenue $ 180,926 $ 6,759,294 $ (26,466) $ 6,913,754 |
Reportable segment income | Year Ended December 31, ($ in thousands) 2023 2022 2021 Segment income: (1) Good Sam Services and Plans $ 106,748 $ 90,857 $ 74,765 RV and Outdoor Retail 159,626 528,564 798,846 Total segment income 266,374 619,421 873,611 Corporate & other (13,732) (12,619) (9,679) Depreciation and amortization (68,643) (80,304) (66,418) Other interest expense, net (135,270) (75,745) (46,912) Tax Receivable Agreement liability adjustment 2,442 114 (2,813) Loss and expense on debt restructure — — (13,468) Other expense, net (1,769) (752) (122) Income before income taxes $ 49,402 $ 450,115 $ 734,199 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. |
Reportable depreciation and amortization and other interest expense, net | Year Ended December 31, ($ in thousands) 2023 2022 2021 Depreciation and amortization: Good Sam Services and Plans $ 3,278 $ 3,353 $ 3,009 RV and Outdoor Retail 65,365 76,951 63,409 Total depreciation and amortization $ 68,643 $ 80,304 $ 66,418 Year Ended December 31, ($ in thousands) 2023 2022 2021 Other interest expense, net: Good Sam Services and Plans $ (204) $ 57 $ (3) RV and Outdoor Retail 27,131 14,802 7,759 Subtotal 26,927 14,859 7,756 Corporate & other 108,343 60,886 39,156 Total other interest expense, net $ 135,270 $ 75,745 $ 46,912 |
Reportable segment assets | As of December 31, ($ in thousands) 2023 2022 Assets: Good Sam Services and Plans $ 113,619 $ 130,841 RV and Outdoor Retail 4,568,372 4,448,354 Subtotal 4,681,991 4,579,195 Corporate & other 163,693 220,952 Total assets $ 4,845,684 $ 4,800,147 |
Schedule of segment capital expenditures | Year Ended December 31, ($ in thousands) 2023 2022 2021 Capital expenditures: Good Sam Services and Plans $ 4,040 $ 5,099 $ 1,856 RV and Outdoor Retail 194,234 205,491 246,084 Subtotal 198,274 210,590 247,940 Corporate and other — 2 (129) Total capital expenditures $ 198,274 $ 210,592 $ 247,811 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Description of Business (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 individual | Mar. 31, 2021 | Dec. 31, 2023 segment | Dec. 31, 2022 lawsuit | Dec. 31, 2021 | |
Segments Information | |||||
Number of reportable segments | segment | 2 | ||||
Number of individuals whose personal information was acquired without authorization | individual | 30,000 | ||||
Existence of option to extend | true | ||||
Cybersecurity Incident Complaints | |||||
Litigation | |||||
Number of lawsuits | lawsuit | 3 | ||||
Minimum | |||||
Segments Information | |||||
Renewal term of lease | 1 year | ||||
Maximum | |||||
Segments Information | |||||
Renewal term of lease | 5 years | ||||
CWGS, LLC | |||||
Segments Information | |||||
Ownership interest | 100% | 100% | |||
CWGS, LLC | Minimum | |||||
Segments Information | |||||
Ownership interest | 50% | ||||
CWH | CWGS, LLC | |||||
Segments Information | |||||
Ownership interest | 52.90% | 50.20% | 51.20% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Contracts in Transit, Accounts Receivable and Current Expected Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
"Shipping, Handling and Transportation Costs [Abstract]" | ||
Number of days for retail installment sales contracts funded after the initial approval of the retail installment sales contract by third party lender | 10 days | |
Accounts receivable due in excess of one year | $ 8,800 | $ 9,600 |
Allowance for credit losses - contracts in transit | 0 | 0 |
Allowance for credit losses | ||
Balance, beginning of period | 4,222 | 4,711 |
Charged to bad debt expense | (954) | 675 |
Deductions | (290) | (1,164) |
Balance, end of period | $ 2,978 | $ 4,222 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration of Credit Risk | |||
Amount in excess of FDIC limits | $ 47.4 | $ 146.4 | |
Revenue | |||
Number of past years | 10 years | 10 years | |
Amount of chargebacks included in the estimate of variable consideration | $ 68.2 | $ 76.4 | |
Lifetime memberships period | 18 years | ||
Advertising Expense | |||
Advertising expenses | $ 101.1 | $ 150.7 | $ 136.3 |
Shipping and Handling Fees and Costs | |||
Cost, Product and Service [Extensible List] | Shipping and Handling | Shipping and Handling | Shipping and Handling |
Contracts in Transit | |||
Number of days for retail installment sales contracts funded after the initial approval of the retail installment sales contract by third party lender | 10 days | ||
Building and improvements | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Minimum | |||
Revenue | |||
Stated period of time for insurance and service contracts | 1 year | ||
Minimum | Leasehold improvements | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum | Furniture and equipment | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum | Software | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum | |||
Revenue | |||
Stated period of time for insurance and service contracts | 7 years | ||
Maximum | Leasehold improvements | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Maximum | Furniture and equipment | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Useful Life | 12 years | ||
Maximum | Software | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
RV and Outdoor Retail | Shipping and Handling | |||
Shipping and Handling Fees and Costs | |||
Cost of Goods and Services Sold | $ 4.4 | $ 7.2 | $ 8 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Capitalized costs | ||
Capitalized costs | $ 4.5 | $ 5.1 |
Accounts Receivable. | RV Service Center | ||
Capitalized costs | ||
Contract asset | $ 16.1 | $ 18.4 |
Revenue - Deferred Revenues (De
Revenue - Deferred Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenues | ||
Revenues recognized that were included in the deferred revenue balance | $ 92.6 | $ 95.5 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Performance obligation | |
Revenue expected to be recognized | $ 159,146 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 92,366 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 33,217 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 17,233 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 9,305 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 4,274 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 2,751 |
Unsatisfied performance obligation, period | 0 years |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables | ||
Gross receivables | $ 131,048 | $ 116,633 |
Allowance for credit losses | (2,978) | (4,222) |
Receivables, net | 128,070 | 112,411 |
Good Sam Services and Plans | ||
Receivables | ||
Gross receivables | 17,589 | 14,385 |
RV and Outdoor Retail | Trade accounts receivable | ||
Receivables | ||
Gross receivables | 27,773 | 25,352 |
RV and Outdoor Retail | Due from manufacturers | ||
Receivables | ||
Gross receivables | 37,190 | 23,861 |
RV and Outdoor Retail | New and used vehicles | ||
Receivables | ||
Gross receivables | 2,830 | 3,995 |
RV and Outdoor Retail | Parts, services and other | ||
Receivables | ||
Gross receivables | 35,748 | 40,708 |
RV and Outdoor Retail | Other | ||
Receivables | ||
Gross receivables | 9,365 | 8,300 |
Corporate | ||
Receivables | ||
Gross receivables | $ 553 | $ 32 |
Inventories and Floor Plan Pa_3
Inventories and Floor Plan Payables - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventories | ||
Inventories | $ 2,042,949 | $ 2,123,858 |
Good Sam Services and Plans | ||
Inventories | ||
Inventories | 452 | 625 |
New RV vehicles | ||
Inventories | ||
Inventories | 1,378,403 | 1,411,016 |
Used RV vehicles | ||
Inventories | ||
Inventories | 464,833 | 464,310 |
Products, parts, accessories and other | ||
Inventories | ||
Inventories | $ 199,261 | $ 247,907 |
Inventories and Floor Plan Pa_4
Inventories and Floor Plan Payables - Floor Plan Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Floor Plan Payable | ||||
Amount drawn | $ 0 | $ 0 | $ 20,000 | |
Floor Plan Facility | ||||
Floor Plan Payable | ||||
Maximum borrowing capacity | $ 1,700,000 | 1,850,000 | $ 1,700,000 | |
Increase in aggregate amount, accordion | $ 50,000 | |||
Applicable interest rate (as a percent) | 7.28% | 6.01% | ||
FLAIR offset account amount | $ 145,047 | $ 217,669 | ||
FLAIR Maximum Percentage | 35% | 35% | ||
Percentage available for used RV inventory | 20% | 30% | ||
Floor Plan Facility | Maximum | ||||
Floor Plan Payable | ||||
Increase in aggregate amount, accordion | $ 200,000 | $ 300,000 | ||
Floor Plan Facility | BSBY Rate | Minimum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 1.90% | 1.90% | ||
Floor Plan Facility | BSBY Rate | Maximum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 2.50% | 2.50% | ||
Floor Plan Facility | Base Rate | Minimum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 0.40% | 0.40% | ||
Floor Plan Facility | Base Rate | Maximum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 1% | 1% | ||
Letters of credit | Floor Plan Facility | ||||
Floor Plan Payable | ||||
Maximum borrowing capacity | $ 30,000 | |||
Line of Credit | Floor Plan Facility | ||||
Floor Plan Payable | ||||
Maximum borrowing capacity | $ 70,000 | $ 70,000 | ||
Applicable interest rate (as a percent) | 7.63% | 6.21% | ||
Line of Credit | Floor Plan Facility | BSBY Rate | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 2.25% | 2.25% | ||
Line of Credit | Floor Plan Facility | BSBY Rate | In Case of BSBY Rate Loan | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 0.50% | 0.50% | ||
Line of Credit | Floor Plan Facility | BSBY Rate | In Case of Base Rate Loan | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 1.75% | 1.75% | ||
Line of Credit | Floor Plan Facility | Federal Funds Rate | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 0.75% | 0.75% |
Inventories and Floor Plan Pa_5
Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Floor Plan Payable | |||
Less: outstanding letters of credit | $ (17,200) | $ (16,300) | |
Minimum | |||
Floor Plan Payable | |||
Floor plan payment due period | 3 days | 3 days | |
Maximum | |||
Floor Plan Payable | |||
Floor plan payment due period | 10 days | 10 days | |
Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | $ 1,850,000 | $ 1,700,000 | $ 1,700,000 |
Less: borrowings | (1,371,145) | (1,319,941) | |
Less: FLAIR offset account | (145,047) | (217,669) | |
Additional borrowing capacity | 333,808 | 162,390 | |
Less: short-term payable for sold inventory | (41,577) | (33,501) | |
Less: purchase commitments | (27,420) | (43,807) | |
Unencumbered borrowing capacity | 264,811 | 85,082 | |
Line of Credit | Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | 70,000 | 70,000 | |
Less: borrowings | (20,885) | (20,885) | |
Additional borrowing capacity | 49,115 | 49,115 | |
Letters of credit | Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | 30,000 | 30,000 | |
Less: outstanding letters of credit | (12,300) | (11,371) | |
Additional letters of credit capacity | $ 17,700 | $ 18,629 |
Restructuring and Long-Lived _3
Restructuring and Long-Lived Asset Impairment - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | 16 Months Ended |
Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2020 location | |
Restructuring cost and accrual | |||
Impairment, intangible asset, finite-lived, statement of income or comprehensive income extensible enumeration | Long-lived asset impairment | ||
2019 Strategic Shift | |||
Restructuring cost and accrual | |||
Number of distribution centers closed | location | 2 | ||
Annual lease expense, net of sublease income | $ 4 | ||
Incurred costs | 120.9 | ||
2019 Strategic Shift | One-time termination benefits | |||
Restructuring cost and accrual | |||
Incurred costs | 1.2 | ||
2019 Strategic Shift | Lease termination costs | |||
Restructuring cost and accrual | |||
Incurred costs | 19.4 | ||
2019 Strategic Shift | Incremental inventory reserve charges | |||
Restructuring cost and accrual | |||
Incurred costs | 57.4 | ||
2019 Strategic Shift | Other associated costs | |||
Restructuring cost and accrual | |||
Incurred costs | 42.9 | ||
2019 Strategic Shift | Outdoor Lifestyle Locations | |||
Restructuring cost and accrual | |||
Closed/divested | location | 39 | ||
2019 Strategic Shift | Specialty Retail locations | |||
Restructuring cost and accrual | |||
Closed/divested | location | 20 | ||
Active Sports | |||
Restructuring cost and accrual | |||
Annual lease expense, net of sublease income | 1.1 | ||
Incurred costs | 5.9 | ||
Impairment charges | $ 6.6 | ||
Impairment of Intangible Assets, Finite-Live | 4.5 | ||
Other Asset Impairment Charges | $ 2.1 | ||
Active Sports | One-time termination benefits | |||
Restructuring cost and accrual | |||
Incurred costs | 0.2 | ||
Active Sports | Lease termination costs | |||
Restructuring cost and accrual | |||
Incurred costs | 0.4 | ||
Active Sports | Incremental inventory reserve charges | |||
Restructuring cost and accrual | |||
Incurred costs | 4.3 | ||
Active Sports | Other associated costs | |||
Restructuring cost and accrual | |||
Incurred costs | $ 1 |
Restructuring and Long-Lived _4
Restructuring and Long-Lived Asset Impairment - 2019 Strategic Shift Costs (Details) - 2019 Strategic Shift - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 18 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Restructuring Costs | ||||||
Charged to expense | $ 3,965 | $ 8,342 | $ 27,132 | |||
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases | $ 1,300 | 0 | 4,800 | 200 | $ 6,100 | |
One-time termination benefits | ||||||
Restructuring Costs | ||||||
Charged to expense | $ 1,239 | |||||
Paid or otherwise settled | (1,239) | |||||
Lease termination costs | ||||||
Restructuring Costs | ||||||
Charged to expense | 6,097 | 1,650 | 13,532 | |||
Paid or otherwise settled | (6,097) | (1,650) | (13,532) | |||
Incremental inventory reserve charges | ||||||
Restructuring Costs | ||||||
Charged to expense | 0 | 0 | 15,017 | |||
Other associated costs | ||||||
Restructuring Costs | ||||||
Beginning balance | 869 | 926 | 774 | |||
Charged to expense | 3,965 | 7,026 | 10,684 | 21,156 | ||
Paid or otherwise settled | (3,676) | (7,083) | (10,532) | (20,382) | ||
Ending balance | 1,158 | 869 | 926 | 774 | 774 | |
Restructuring costs excluding incremental inventory reserve charges | ||||||
Restructuring Costs | ||||||
Beginning balance | 869 | 926 | 774 | |||
Charged to expense | 3,965 | 13,123 | 12,334 | 35,927 | ||
Paid or otherwise settled | (3,676) | (13,180) | (12,182) | (35,153) | ||
Ending balance | 1,158 | 869 | 926 | $ 774 | $ 774 | |
Selling, general, and administrative | ||||||
Restructuring Costs | ||||||
Charged to expense | $ 4,000 | 7,000 | 10,700 | |||
Lease termination charges | Lease termination costs | ||||||
Restructuring Costs | ||||||
Charged to expense | $ 1,316 | $ 1,431 |
Restructuring and Long-Lived _5
Restructuring and Long-Lived Asset Impairment - Active Sports Restructuring (Details) - Active Sports - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Restructuring Costs | ||
Charged to expense | $ 1,196 | $ 5,915 |
Paid or otherwise settled | (1,196) | |
One-time termination benefits | ||
Restructuring Costs | ||
Charged to expense | 193 | 193 |
Paid or otherwise settled | (193) | |
Lease termination costs | ||
Restructuring Costs | ||
Charged to expense | 375 | |
Incremental inventory reserve charges | ||
Restructuring Costs | ||
Charged to expense | 4,344 | |
Other associated costs | ||
Restructuring Costs | ||
Charged to expense | 1,003 | $ 1,003 |
Paid or otherwise settled | $ (1,003) |
Restructuring and Long-Lived _6
Restructuring and Long-Lived Asset Impairment - Long-lived Asset Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-lived Asset Impairment | |||
Long-lived asset impairment | $ 9,269 | $ 4,231 | $ 3,044 |
Leasehold improvements | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 1,857 | 2,557 | 721 |
Operating lease right-of-use assets | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 1,107 | 1,613 | 2,127 |
Furniture and equipment | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 329 | 61 | 196 |
Software | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 1,362 | ||
Construction in progress and software in development | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 113 | ||
Intangible Assets | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 4,501 | ||
2019 Strategic Shift | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 1,614 | 1,399 | |
Active Sports | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | 6,648 | ||
Unrelated to restructuring activities | |||
Long-lived Asset Impairment | |||
Long-lived asset impairment | $ 2,621 | $ 2,617 | $ 1,645 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) - Disposal Group - Properties held for sale | Dec. 31, 2023 property |
Assets held for sale | |
Number of properties | 5 |
Number of properties with associated secured borrowings | 3 |
Assets Held for Sale - Assets a
Assets Held for Sale - Assets and Related Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets held for sale: | ||
Assets held for sale | $ 29,864 | $ 0 |
Liabilities related to assets held for sale: | ||
Liabilities related to assets held for sale | 17,288 | $ 0 |
Disposal Group | Properties held for sale | ||
Assets held for sale: | ||
Property and equipment, net | 29,864 | |
Assets held for sale | 29,864 | |
Liabilities related to assets held for sale: | ||
Current portion of long-term debt | 864 | |
Long-term debt, net of current portion | 16,424 | |
Liabilities related to assets held for sale | $ 17,288 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment, net | ||
Property and equipment, inclusive of right-to-use assets, gross | $ 1,214,416 | $ 1,100,436 |
Less: accumulated depreciation | (379,990) | (342,155) |
Property and equipment, net | 834,426 | 758,281 |
Land | ||
Property and Equipment, net | ||
Property and equipment, gross | 142,020 | 132,728 |
Buildings and improvements | ||
Property and Equipment, net | ||
Property and equipment, gross | 321,054 | 265,621 |
Leasehold improvements. | ||
Property and Equipment, net | ||
Property and equipment, inclusive of right-to-use assets, gross | 339,439 | 301,055 |
Furniture and equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | 261,114 | 232,449 |
Software | ||
Property and Equipment, net | ||
Property and equipment, gross | 90,835 | 87,327 |
Construction in progress and software in development | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 59,954 | $ 81,256 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | |||
Balance (excluding impairment charges) | $ 725,471 | ||
Accumulated impairment charges | (241,837) | ||
Balance | $ 622,423 | $ 483,634 | |
Acquisitions | 88,799 | 138,789 | |
Balance | $ 711,222 | 622,423 | |
Useful lives (in years) | 11 years 2 months 12 days | ||
Good Sam Services and Plans | |||
Goodwill | |||
Balance (excluding impairment charges) | 70,713 | ||
Accumulated impairment charges | (46,884) | ||
Balance | $ 24,234 | 23,829 | |
Acquisitions | 405 | ||
Balance | 24,234 | 24,234 | |
RV and Outdoor Retail | |||
Goodwill | |||
Balance (excluding impairment charges) | 654,758 | ||
Accumulated impairment charges | $ (194,953) | ||
Balance | 598,189 | 459,805 | |
Acquisitions | 88,799 | 138,384 | |
Goodwill impairment | 0 | 0 | |
Balance | $ 686,988 | $ 598,189 | |
Membership, customer lists and other | Good Sam Services and Plans | |||
Goodwill | |||
Useful lives (in years) | 5 years 4 months 24 days | ||
Customer lists and domain names | RV and Outdoor Retail | |||
Goodwill | |||
Useful lives (in years) | 5 years 3 months 18 days | ||
Supplier Lists | RV and Outdoor Retail | |||
Goodwill | |||
Useful lives (in years) | 5 years | ||
Trademarks and trade names | RV and Outdoor Retail | |||
Goodwill | |||
Useful lives (in years) | 15 years | ||
Trademarks and trade names | Good Sam services and plans | |||
Goodwill | |||
Useful lives (in years) | 15 years | ||
Websites | Good Sam Services and Plans | |||
Goodwill | |||
Useful lives (in years) | 7 years | ||
Websites | RV and Outdoor Retail | |||
Goodwill | |||
Useful lives (in years) | 10 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets | ||||
Cost or Fair Value | $ 55,637 | $ 59,227 | ||
Accumulated Amortization | (41,920) | (38,282) | ||
Net | 13,717 | 20,945 | ||
Amortization expense | 3,800 | 13,500 | $ 4,800 | |
Good Sam services and plans | Membership, customer lists and other | ||||
Intangible Assets | ||||
Cost or Fair Value | 9,640 | 9,640 | ||
Accumulated Amortization | (9,246) | (8,971) | ||
Net | 394 | 669 | ||
Good Sam services and plans | Trademarks and trade names | ||||
Intangible Assets | ||||
Cost or Fair Value | 2,132 | 2,132 | ||
Accumulated Amortization | (238) | (95) | ||
Net | 1,894 | 2,037 | ||
Good Sam services and plans | Websites | ||||
Intangible Assets | ||||
Cost or Fair Value | 3,050 | 3,050 | ||
Accumulated Amortization | (1,118) | (682) | ||
Net | 1,932 | 2,368 | ||
RV and Outdoor Retail | Customer lists and domain names | ||||
Intangible Assets | ||||
Cost or Fair Value | 5,543 | 5,626 | ||
Accumulated Amortization | (3,269) | (2,880) | ||
Net | 2,274 | 2,746 | ||
RV and Outdoor Retail | Supplier Lists | ||||
Intangible Assets | ||||
Cost or Fair Value | 1,696 | 1,696 | ||
Accumulated Amortization | (1,102) | (763) | ||
Net | 594 | 933 | ||
RV and Outdoor Retail | Trademarks and trade names | ||||
Intangible Assets | ||||
Cost or Fair Value | 27,251 | 29,564 | ||
Accumulated Amortization | (21,390) | (19,691) | ||
Net | 5,861 | 9,873 | ||
Incremental accelerated amortization expense | $ 8,800 | |||
RV and Outdoor Retail | Websites | ||||
Intangible Assets | ||||
Cost or Fair Value | 6,325 | 7,519 | ||
Accumulated Amortization | (5,557) | (5,200) | ||
Net | $ 768 | $ 2,319 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite-lived Intangible Assets Weighted-average Useful Lives (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-lived intangible assets | ||
2024 | $ 3,369 | |
2025 | 3,068 | |
2026 | 2,478 | |
2027 | 2,437 | |
2028 | 930 | |
Thereafter | 1,435 | |
Net | $ 13,717 | $ 20,945 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities | ||
Compensation and benefits | $ 51,999 | $ 45,043 |
Other accruals | 97,097 | 102,790 |
Total | $ 149,096 | $ 147,833 |
Long-Term Debt - Outstanding lo
Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-Term Debt | ||
Long-term debt | $ 1,521,079 | $ 1,509,645 |
Less: current portion | (22,121) | (25,229) |
Long-term debt, net of current portion | 1,498,958 | 1,484,416 |
Unamortized discount | 12,000 | |
Finance costs | 8,000 | |
Liabilities related to assets held for sale | 17,288 | 0 |
Term Loan Facility | ||
Long-Term Debt | ||
Long-term debt | 1,346,229 | 1,360,454 |
Less: current portion | (14,015) | (14,015) |
Long-term debt, net of current portion | 1,332,214 | 1,346,439 |
Unamortized discount | 12,016 | 14,224 |
Finance costs | 4,721 | 5,807 |
Real Estate Facilities | ||
Long-Term Debt | ||
Long-term debt | 166,604 | 145,911 |
Finance costs | 3,300 | 3,400 |
Other Long-Term Debt | ||
Long-Term Debt | ||
Long-term debt | $ 8,246 | $ 3,280 |
Long Term Debt - Future Maturit
Long Term Debt - Future Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-Term Debt. | |
2024 | $ 24,475 |
2025 | 24,489 |
2026 | 34,856 |
2027 | 143,595 |
2028 | 1,309,687 |
Thereafter | 4,021 |
Total | $ 1,541,123 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | |
Senior Secured Credit Facilities | |||
Long-Term Debt | |||
Maximum borrowing capacity, increase in capacity | $ 725 | ||
Amount of EBITDA that can be used to increase credit facility (as a percent) | 100% | ||
Term Loan Facility | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 1,400 | $ 1,400 | |
Effective interest rate (as a percent) | 8.21% | 7.03% | |
Principle payment on Term Loan Facility | $ 3.5 | ||
Revolving Credit Facility | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 65 | $ 65 | |
Line of Credit | Term Loan Facility | |||
Long-Term Debt | |||
Prepayment requirement as a percentage of excess cash flow (as a percent) | 50% | ||
Line of Credit | Revolving Credit Facility | |||
Long-Term Debt | |||
Amount subtracted from aggregate borrowings in determining compliance with the total leverage ratio | $ 37.3 | ||
Letters of credit | Revolving Credit Facility | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 15 | $ 25 | |
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments | 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% |
Long-Term Debt - Outstanding am
Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-term debt | ||
Less: unamortized original issue discount | $ (12,000) | |
Less: unamortized finance costs | (8,000) | |
Long-Term Debt | 1,521,079 | $ 1,509,645 |
Less: current portion | (22,121) | (25,229) |
Long-term debt, net of current portion | 1,498,958 | 1,484,416 |
Less: outstanding letters of credit | (17,200) | (16,300) |
Senior Secured Credit Facilities | ||
Long-term debt | ||
Less: outstanding letters of credit | (4,900) | (4,900) |
Term Loan Facility | ||
Long-term debt | ||
Principal amount of borrowings | 1,400,000 | 1,400,000 |
Less: cumulative principal payments | (37,034) | (19,515) |
Less: unamortized original issue discount | (12,016) | (14,224) |
Less: unamortized finance costs | (4,721) | (5,807) |
Long-Term Debt | 1,346,229 | 1,360,454 |
Less: current portion | (14,015) | (14,015) |
Long-term debt, net of current portion | $ 1,332,214 | $ 1,346,439 |
Average interest rate (as a percent) | 7.97% | 6.80% |
Effective interest rate (as a percent) | 8.21% | 7.03% |
Revolving Credit Facility | ||
Long-term debt | ||
Principal amount of borrowings | $ 65,000 | $ 65,000 |
Less: outstanding letters of credit | (4,930) | (4,930) |
Less: availability reduction due to Total Leverage Ratio | (37,320) | |
Additional letters of credit capacity | $ 22,750 | $ 60,070 |
Long-Term Debt - Real Estate Fa
Long-Term Debt - Real Estate Facilities (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 27, 2022 USD ($) | Jun. 30, 2023 USD ($) property | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Nov. 30, 2018 USD ($) | |
Long-term debt | |||||||
Revolving line of credit | $ 20,885 | $ 20,885 | |||||
Payments of outstanding balance | 0 | $ 0 | $ 20,000 | ||||
M & T Real Estate Facility | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 250,000 | ||||||
Maximum borrowing capacity, increase in capacity | $ 100,000 | ||||||
Commitment fee (as a percent) | 0.20% | ||||||
Debt instrument face amount | $ 59,200 | ||||||
M & T Real Estate Facility | SOFR | |||||||
Long-term debt | |||||||
Variable rate spread (as a percent) | 2.30% | ||||||
M & T Real Estate Facility | Federal Funds Effective Rate | |||||||
Long-term debt | |||||||
Variable rate spread (as a percent) | 1.80% | ||||||
M & T Real Estate Facility | Prime Rate | |||||||
Long-term debt | |||||||
Variable rate spread (as a percent) | 1.30% | ||||||
First CIBC Real Estate Facility | Secured Debt | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 21,500 | ||||||
Second CIBC Real Estate Facility | |||||||
Long-term debt | |||||||
Payments of outstanding balance | $ 7,400 | ||||||
Number of properties with associated secured borrowings | property | 1 | ||||||
Second CIBC Real Estate Facility | Secured Debt | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 9,000 | ||||||
Third CIBC Real Estate Facility | Secured Debt | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 10,100 |
Long-Term Debt - Real Estate _2
Long-Term Debt - Real Estate Facilities - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Outstanding notes | $ 1,521,079 | $ 1,509,645 |
Less: Amount reclassified to liabilities related to assets held for sale | (17,288) | |
Real Estate Facilities | ||
Debt Instrument [Line Items] | ||
Outstanding notes | 166,604 | $ 145,911 |
Remaining Available | 68,394 | |
M & T Real Estate Facility | ||
Debt Instrument [Line Items] | ||
Outstanding notes | 171,182 | |
Remaining Available | $ 68,394 | |
Wtd. Average Interest Rate | 7.66% | |
First CIBC Real Estate Facility | ||
Debt Instrument [Line Items] | ||
Outstanding notes | $ 3,655 | |
Wtd. Average Interest Rate | 8.36% | |
Third CIBC Real Estate Facility | ||
Debt Instrument [Line Items] | ||
Outstanding notes | $ 9,055 | |
Wtd. Average Interest Rate | 8.11% |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-Term Debt | ||
Long-term debt | $ 1,521,079 | $ 1,509,645 |
Other Long-Term Debt | ||
Long-Term Debt | ||
Long-term debt | $ 8,246 | $ 3,280 |
Debt Instrument, Interest Rate, Stated Percentage | 4.27% |
Lease Obligations - General Inf
Lease Obligations - General Information (Details) - lease | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Number of operating leases | 242 | |
Number of finance leases | 13 | |
Weighted-average remaining lease term of operating lease | 11 years 3 months 18 days | 11 years 9 months 18 days |
Weighted-average remaining finance lease | 17 years 4 months 24 days | 15 years 4 months 24 days |
Weighted-average discount rate of operating leases | 7.10% | 6.90% |
Weighted-average discount rate of finance leases | 6% | 5.70% |
Minimum | ||
Leases | ||
Renewal term of lease | 1 year | |
Maximum | ||
Leases | ||
Renewal term of lease | 5 years |
Lease Obligations - Financial S
Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Lease Obligations | ||
Finance lease assets | $ 100.4 | $ 88.1 |
Lease Obligations - Lease Costs
Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease costs | ||
Operating lease cost | $ 118,082 | $ 113,411 |
Amortization of finance lease assets | 3,253 | 11,931 |
Interest on finance lease liabilities | 6,069 | 5,005 |
Short-term lease cost | 1,940 | 1,880 |
Variable lease cost | 22,913 | 23,607 |
Sublease income | (2,726) | (1,713) |
Net lease costs | $ 149,531 | $ 154,121 |
Lease Obligations - Supplementa
Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease Obligations | ||
Operating cash flows for operating leases | $ 117,160 | $ 114,176 |
Operating cash flows for finance leases | 6,064 | 4,928 |
Financing cash flows for finance leases | 5,496 | 5,977 |
New, remeasured, and terminated operating leases | 59,858 | 52,698 |
New, remeasured and terminated finance leases | $ 20,557 | $ 24,440 |
Lease Obligations - Lease Matur
Lease Obligations - Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating lease liabilities | ||
2024 | $ 118,972 | |
2025 | 118,480 | |
2026 | 116,393 | |
2027 | 107,755 | |
2028 | 103,047 | |
Thereafter | 656,054 | |
Total lease payments | 1,220,701 | |
Less: Imputed interest | (393,048) | |
Total lease obligations | 827,653 | |
Less: Current portion | (63,695) | $ (61,745) |
Operating lease liabilities - Non-Current | 763,958 | 764,835 |
Finance lease liabilities | ||
2024 | 23,352 | |
2025 | 10,644 | |
2026 | 10,563 | |
2027 | 10,009 | |
2028 | 9,630 | |
Thereafter | 109,180 | |
Total lease payments | 173,378 | |
Less: Imputed interest | (58,494) | |
Total lease obligations | 114,884 | |
Less: Current portion | (17,133) | (10,244) |
Finance lease liabilities, net of current portion | $ 97,751 | $ 94,216 |
Lease Obligations - Sale-Leaseb
Lease Obligations - Sale-Leaseback Arrangement (Details) $ in Millions | Feb. 08, 2022 USD ($) property agreement Options |
Lease Obligations | |
Number of properties associated in sale leaseback transaction | property | 3 |
Sale price of properties | $ 28 |
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 9,123 | $ 44,613 | $ 74,124 |
State | 1,558 | 11,170 | 23,890 |
Deferred: | |||
Federal | (9,217) | 17,588 | 13,024 |
State | (2,663) | 25,713 | (18,914) |
Income tax (benefit) expense | $ (1,199) | $ 99,084 | $ 92,124 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Change in valuation allowance for certain state deferred tax assets | $ 66,700 | $ 15,200 | ||
Increases to the valuation allowance | 16,800 | $ 13,000 | ||
Income taxes computed at federal statutory rate | 10,374 | 94,524 | 154,182 | |
State income taxes - net of federal benefit | (2,645) | 8,362 | 15,261 | |
State and local taxes on pass-through entities | 1,948 | 3,736 | 5,004 | |
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the company | (3,927) | (53,461) | (81,013) | |
Effect of LLC Conversion | (85,790) | 208,833 | 0 | |
Increase (decrease) in valuation allowance | 66,679 | (164,257) | (2,234) | |
Impact of other state tax rate changes | 4,900 | 967 | 1,927 | |
Accrual to return | 8,314 | (1,135) | (3,768) | |
Tax credits | (582) | (743) | (565) | |
Uncertain Tax Positions | (547) | 1,519 | 501 | |
Other | 77 | 739 | 2,829 | |
Income tax (benefit) expense | (1,199) | 99,084 | 92,124 | |
Tax Receivable Agreement liability adjustment | 600 | 700 | ||
Deferred tax assets, valuation allowance | 231,692 | 154,975 | ||
Total Tax Impact of LLC Conversion | $ 28,400 | |||
Capital loss carryforward | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Change in valuation allowance for certain state deferred tax assets | 132,200 | |||
LLC Conversion | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Change in valuation allowance for certain state deferred tax assets | (52,500) | |||
Activities not related to the LLC Conversion | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Change in valuation allowance for certain state deferred tax assets | $ (13,000) | |||
CWGS, LLC | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Ownership interest | 100% | 100% | ||
Federal | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Income tax (benefit) expense | $ 0 | |||
Minimum | CWGS, LLC | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Ownership interest | 50% | |||
Maximum | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Tax Receivable Agreement liability adjustment | $ 100 | |||
CWGS, LLC | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Increase (decrease) in valuation allowance | 180,400 | |||
Reduction of deferred tax assets valuation allowance as a result of the LLC Conversion | $ 81,700 | |||
Reduction of deferred tax assets valuation allowance related to entity classification election | $ 4,100 | |||
Deferred tax assets, valuation allowance | 600 | |||
Deferred income tax expense due to derecognition of deferred tax assets | 209,400 | |||
CW | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Income tax (benefit) expense | 0 | |||
Deferred tax assets, valuation allowance | $ 600 | |||
CWH | CWGS, LLC | ||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||
Ownership interest | 52.90% | 50.20% | 51.20% |
Income Taxes - Carrying amounts
Income Taxes - Carrying amounts of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax liabilities | ||
Operating lease assets | $ (5,375) | $ (5,897) |
Other | (101) | (80) |
Total deferred tax liabilities | (5,476) | (5,977) |
Deferred tax assets | ||
Investment in partnership ("Outside Basis Deferred Tax Asset") | 207,013 | 253,550 |
Capital loss carryforward | 132,248 | |
Tax Receivable Agreement liability | 40,702 | 43,223 |
Operating lease liabilities | 5,678 | 6,150 |
Business interest expense carryforward | 5,597 | |
Net operating loss carryforward | 2,061 | 22 |
Other reserves | 1,195 | 1,234 |
Gross deferred tax assets | 394,494 | 304,179 |
Valuation allowance | (231,692) | (154,975) |
Net deferred tax assets | $ 157,326 | $ 143,227 |
Income Taxes - Federal Tax purp
Income Taxes - Federal Tax purpose (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) item shares | Dec. 31, 2021 USD ($) | Jan. 02, 2023 USD ($) | |
Tax benefit related to the LLC Conversion | $ 2,000 | ||||
Tax benefit related to an entity classification election | 4,100 | ||||
Total Tax Impact of LLC Conversion | $ 28,400 | ||||
Effective Income Tax Rate Reconciliation, Effect of LLC Conversion | (85,790) | 208,833 | $ 0 | ||
Increase (decrease) in valuation allowance | 66,679 | (164,257) | $ (2,234) | ||
Valuation allowance for state deferred tax assets | 66,700 | 15,200 | |||
Current portion of liabilities under tax receivable agreement | 12,943 | 10,873 | |||
Amount of tax effect due to LLC conversion | 0 | ||||
State net operating loss carryforwards | 34,300 | ||||
Excess business interest expense | 42,600 | $ 0 | |||
Tax (benefit) related to its business interest expense carryforward | (5,600) | ||||
Shares repurchased (in shares) | shares | 2,592,524 | ||||
Uncertain tax positions | $ 3,300 | $ 4,500 | |||
CWGS, LLC | |||||
Increase (decrease) in valuation allowance | 180,400 | ||||
Tax receivable agreement | |||||
Expected future tax benefits retained by the Company (as a percent) | 15% | ||||
Tax receivable agreement | Continuing Equity Owners and Crestview partners II GP LP | Related party | |||||
Payment, as percent of tax benefits (as a percent) | 85% | ||||
Tax receivable agreement | Crestview Partners II GP LP | Related party | |||||
Liability under tax receivable agreement | $ 162,800 | 170,600 | |||
Current portion of liabilities under tax receivable agreement | 12,900 | 10,900 | |||
Increase in tax receivable agreement liability | 5,600 | 500 | |||
Increase Decrease In Deferred Tax Asset Due To Tax Receivable Agreement. | $ 6,500 | $ 600 | |||
CWGS, LLC | |||||
Ownership interest | 100% | 100% | |||
Number of income tax examinations | item | 1 | ||||
CWGS, LLC | Minimum | |||||
Ownership interest | 50% | ||||
CWGS, LLC | Tax receivable agreement | |||||
Units redeemed | shares | 2,000,000 | 50,000 | |||
CWH | CWGS, LLC | |||||
Ownership interest | 52.90% | 50.20% | 51.20% | ||
Crestview Partners II GP LP | CWGS, LLC | |||||
Common units redemption | shares | 2,000,000 | 50,000 | |||
Number of units redeemed | shares | 2,000,000 | 50,000 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | Federal | |||||
Net operating loss carryforwards | $ 151,700 | ||||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | State | |||||
Net operating loss carryforwards | $ 3,900 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Transfers of assets from level 1 to level 2 | $ 0 | $ 0 |
Transfers of assets from level 2 to level 1 | 0 | 0 |
Transfers of liabilities from level 1 to level 2 | 0 | 0 |
Transfers of liabilities from level 2 to level 1 | 0 | 0 |
Transfers of assets between the fair value measurement levels 3 | 0 | 0 |
Transfers of liabilities between the fair value measurement levels 3 | 0 | 0 |
Liabilities related to assets held for sale | 17,288 | 0 |
Level 2 | Carrying Value | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,346,229 | 1,360,454 |
Level 2 | Carrying Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 20,885 | 20,885 |
Level 2 | Carrying Value | Real Estate Facilities | ||
Fair Value Measurements | ||
Debt instrument | 183,892 | 145,911 |
Liabilities related to assets held for sale | 17,300 | |
Level 2 | Carrying Value | Other Long-Term Debt | ||
Fair Value Measurements | ||
Debt instrument | 8,246 | 3,280 |
Level 2 | Fair Value | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,328,892 | 1,394,290 |
Level 2 | Fair Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 21,732 | 19,823 |
Level 2 | Fair Value | Real Estate Facilities | ||
Fair Value Measurements | ||
Debt instrument | 195,029 | 145,664 |
Level 2 | Fair Value | Other Long-Term Debt | ||
Fair Value Measurements | ||
Debt instrument | $ 6,702 | $ 2,944 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2023 USD ($) agreement | Dec. 31, 2022 USD ($) |
Commitments and Contingencies | ||
Self Insurance Reserve | $ 29.4 | $ 26.3 |
Letters of credit | $ 17.2 | 16.3 |
Number of subscription agreement | agreement | 51 | |
FreedomRoads, LLC Floor Plan Facility | ||
Commitments and Contingencies | ||
Letters of credit | $ 12.3 | $ 11.4 |
Broad market sponsorship agreement | ||
Other agreements | ||
2024 | 4.4 | |
2025 | 2.6 | |
2026 | 1.9 | |
2027 | 0.4 | |
2028 | 0.4 | |
Subscription agreement | ||
Other agreements | ||
2024 | 10.8 | |
2025 | 8.2 | |
2026 | 2 | |
2027 | 0.1 | |
2028 | 0.1 | |
Thereafter | $ 0.1 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) | Jul. 14, 2023 USD ($) | May 31, 2023 USD ($) | Oct. 08, 2021 USD ($) | Dec. 31, 2023 USD ($) | Jul. 17, 2023 D | Dec. 31, 2022 USD ($) | Jun. 22, 2021 lawsuit |
Commitments and Contingencies | |||||||
Letters of Credit Outstanding, Amount | $ 17,200,000 | $ 16,300,000 | |||||
Surety Bond | |||||||
Commitments and Contingencies | |||||||
Outstanding surety bonds | 23,200,000 | 22,000,000 | |||||
Senior Secured Credit Facilities | |||||||
Commitments and Contingencies | |||||||
Letters of Credit Outstanding, Amount | 4,900,000 | 4,900,000 | |||||
Letters of credit | Floor Plan Facility | |||||||
Commitments and Contingencies | |||||||
Letters of Credit Outstanding, Amount | $ 12,300,000 | $ 11,371,000 | |||||
Weissmann | |||||||
Commitments and Contingencies | |||||||
Number of lawsuits | lawsuit | 1 | ||||||
Precise Complaint | |||||||
Commitments and Contingencies | |||||||
Number of day for stipulation order to be become final upon expiration of appeal period | D | 10 | ||||||
Damages awarded | $ 7,100,000 | ||||||
Amount the Company is entitled to | $ 3,700,000 | ||||||
Litigation fee to be reimbursed | $ 3,500 | ||||||
Minimum | Weissmann | |||||||
Commitments and Contingencies | |||||||
Damages sought by plaintiff | $ 2,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Related party - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Mr. Lemonis | Buildings | Lincolnshire, Illinois | ||||
Related party transactions | ||||
Payment to purchase property | $ 4.5 | |||
Reimbursable Fees | Mr. Lemonis | ||||
Related party transactions | ||||
Other Liabilities | $ 0.1 | |||
Related Party Agreement | Andris A. Baltins | ||||
Related party transactions | ||||
Related party expense | $ 0.1 | $ 0.2 | 0.3 | |
Related Party Agreement | Precise Graphix | ||||
Related party transactions | ||||
Other Operating Income | 0.2 | |||
FreedomRoads | Lease Agreement | Mr. Lemonis | ||||
Related party transactions | ||||
Related party expense | 0.9 | 0.9 | 0.8 | |
FreedomRoads | Lease Agreement | Managers and Officers | ||||
Related party transactions | ||||
Related party expense | 3.4 | 3.4 | $ 2.2 | |
Stephen Adams | Related Party Agreement | Andris A. Baltins | ||||
Related party transactions | ||||
Related party expense | $ 0.1 | $ 0.1 |
Acquisitions - General Informat
Acquisitions - General Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) location | Dec. 31, 2022 USD ($) location Center | |
Acquisitions | |||
Real properties purchased | $ 55.7 | ||
RV Dealership Groups | |||
Acquisitions | |||
Number of locations to be open after current reporting period | location | 4 | ||
Real Property | |||
Acquisitions | |||
Real properties purchased | $ 72.4 | ||
Borrowings for purchase of businesses | 5.2 | ||
RV and Outdoor Retail | RV Dealership Groups | |||
Acquisitions | |||
Cash paid for acquisition | $ 209.5 | $ 213.6 | |
Number of locations acquired | location | 18 | 11 | |
Borrowings for purchase of businesses | $ 59.9 | ||
RV and Outdoor Retail | RV Service Center | |||
Acquisitions | |||
Number of locations acquired | location | 1 | ||
Service center acquired | Center | 1 | ||
Good Sam Services and Plans | Outdoor Publication | |||
Acquisitions | |||
Cash paid for acquisition | $ 3.4 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tangible assets (liabilities) acquired (assumed): | |||
Goodwill | $ 711,222 | $ 622,423 | $ 483,634 |
Cash paid for acquisitions, net of cash acquired | 209,459 | 217,034 | $ 100,117 |
RV and Outdoor Retail | 2023 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Inventories, net | 119,672 | ||
Prepaid expenses and other assets | 170 | ||
Property and equipment, net | 1,407 | ||
Operating lease assets | 916 | ||
Accounts payable | (6) | ||
Accrued liabilities | (63) | ||
Current portion of operating lease liabilities | (208) | ||
Other current liabilities | (520) | ||
Operating lease liabilities, net of current portion | (708) | ||
Total tangible net assets acquired | 120,660 | ||
Goodwill | 88,799 | ||
Cash paid for acquisitions, net of cash acquired | 209,459 | ||
Inventory purchases financed via floor plan | (100,331) | ||
Cash payment net of floor plan financing | $ 109,128 | ||
RV and Outdoor Retail | 2022 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Accounts receivable, net | (68) | ||
Inventories, net | 75,766 | ||
Prepaid expenses and other assets | 207 | ||
Property and equipment, net | 583 | ||
Operating lease assets | 1,558 | ||
Accounts payable | 0 | ||
Accrued liabilities | (687) | ||
Current portion of operating lease liabilities | (500) | ||
Other current liabilities | (188) | ||
Operating lease liabilities, net of current portion | (1,058) | ||
Total tangible net assets acquired | 75,613 | ||
Total intangible assets acquired | 2,632 | ||
Goodwill | 138,789 | ||
Cash paid for acquisitions, net of cash acquired | 217,034 | ||
Inventory purchases financed via floor plan | (59,935) | ||
Cash payment net of floor plan financing | $ 157,099 |
Acquisitions - Goodwill, Revenu
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Acquisitions | ||
Useful lives (in years) | 11 years 2 months 12 days | |
2022 Acquisitions | Trademarks and trade names | ||
Acquisitions | ||
Intangible assets | $ 2.1 | |
Useful lives (in years) | 15 years | |
2022 Acquisitions | Other intangible assets | ||
Acquisitions | ||
Intangible assets | $ 0.5 | |
Useful lives (in years) | 3 years | |
Assets Or Stock Of Multiple Dealership Locations Acquired [Member] | ||
Acquisitions | ||
Goodwill for tax purposes | $ 88.8 | $ 138.8 |
Revenue | 99.8 | 83.3 |
Pre-tax income (loss) | $ 8.1 | $ (2) |
Statement of Cash Flows (Detail
Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid (refunded) during the period for: | |||
Interest | $ 214,082 | $ 106,997 | $ 58,424 |
Income taxes | 3,352 | 54,579 | 99,557 |
Non-cash investing and financing activities: | |||
Leasehold improvements paid by lessor | 256 | 361 | 0 |
Vehicles transferred to property and equipment from inventory | 295 | 979 | 931 |
Capital expenditures in accounts payable and accrued liabilities | 5,833 | 12,377 | 9,726 |
Purchase of real property through assumption of other long-term debt | 5,185 | 0 | 0 |
Note receivable exchanged for amounts owed by other investment | 2,153 | 0 | 0 |
Par value of Class A common stock issued for redemption of common units in CWGS, LLC | 20 | 1 | 47 |
Cost of treasury stock issued for vested restricted stock units | 29,542 | 42,640 | 34,756 |
Cost of treasury stock issued for stock award to employee | $ 0 | $ 0 | $ 19,586 |
Benefit Plan (Details)
Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum age to participate in 401(k) plan | 18 years | ||
Contribution expenses | $ 2.8 | $ 0 | $ 0 |
Non-highly Compensated Employees | |||
Portion of eligible compensation that may be deferred (as a percent) | 75% | ||
Highly Compensated Employees | |||
Portion of eligible compensation that may be deferred (as a percent) | 15% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) Vote shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jan. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Oct. 31, 2020 USD ($) | |
Common Stock | |||||||
Proceeds from short-swing profit disgorgement | $ 0 | $ 58,000 | $ 0 | ||||
Consideration for redemption of shares | 0 | ||||||
Stock Repurchase Program | |||||||
Authorized amount for stock repurchase program | $ 100,000,000 | ||||||
Additional amount authorized under stock repurchase program | $ 152,700,000 | $ 125,000,000 | |||||
Shares repurchased (in shares) | shares | 2,592,524 | ||||||
Payment for share repurchased | 0 | $ 79,757,000 | $ 156,256,000 | ||||
Weighted average price (per share) | $ / shares | $ 30.76 | ||||||
Remaining approve amount | $ 120,200,000 | ||||||
Mr. Lemonis | |||||||
Common Stock | |||||||
Proceeds from short-swing profit disgorgement | $ 58,000 | ||||||
Class A common stock | |||||||
Common Stock | |||||||
Votes per share | Vote | 1 | ||||||
Class B common stock | |||||||
Common Stock | |||||||
Votes per share | Vote | 1 | ||||||
Class C common stock | |||||||
Common Stock | |||||||
Voting power (as a percent) | 5% | ||||||
2016 Plan | |||||||
Stock Repurchase Program | |||||||
Stock award to employee (In shares) | shares | 579,176 | 852,508 | |||||
M L Related Parties | Class B common stock | |||||||
Common Stock | |||||||
Voting power (as a percent) | 47% | ||||||
M L Related Parties | Common Class A And Class B | CWGS, LLC | Minimum | |||||||
Common Stock | |||||||
Percentage of ownership | 27.50% |
Non-Controlling Interests - Own
Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-Controlling Interests | |||
Units held | 85,064,652 | 84,485,476 | |
Ownership interest | 100% | 100% | |
CWH | |||
Non-Controlling Interests | |||
Units held | 45,020,116 | 42,440,940 | |
Ownership interest | 52.90% | 50.20% | 51.20% |
Continuing Equity Owners | |||
Non-Controlling Interests | |||
Units held | 40,044,536 | 42,044,536 | |
Ownership interest | 47.10% | 49.80% |
Non-Controlling Interests - Cha
Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 01, 2023 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summarizes the effects of change in ownership: | |||||
Net income attributable to Camping World Holdings, Inc. | $ 31,044,000 | $ 136,947,000 | $ 278,461,000 | ||
Transfers to non-controlling interests: | |||||
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | 17,148,000 | 131,227,000 | $ 321,423,000 | ||
Class B common stock | |||||
Non-Controlling Interests | |||||
Common units cancelled | 4,000,000 | ||||
Additional Paid-in Capital | |||||
Transfers to non-controlling interests: | |||||
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options | (485,000) | (245,000) | $ (2,017,000) | ||
Decrease in additional paid-in capital as a result of the vesting of restricted stock units | (25,080,000) | (35,831,000) | (28,493,000) | ||
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | 3,016,000 | 2,371,000 | (989,000) | ||
Decrease in additional paid-in capital as a result of the stock award to employee | (15,551,000) | ||||
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee | (160,000) | ||||
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock | 27,561,000 | 74,487,000 | |||
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | $ 8,653,000 | $ 424,000 | $ 15,685,000 | ||
Common Unit Giftees | |||||
Non-Controlling Interests | |||||
Common Units, Redemption | 540,699 | 540,699 | |||
Number of shares gifted | 2,000,000 | 540,699 | |||
Additional consideration | $ 0 | $ 0 | |||
Common Unit Giftees | Class A common stock | |||||
Non-Controlling Interests | |||||
Number of units redeemed | 2,000,000 | ||||
Class A common stock issued in exchange for common units in CWGS, LLC | 2,000,000 | 540,699 | 540,699 | ||
Common Unit Giftees | Class B common stock | |||||
Non-Controlling Interests | |||||
Number of shares issued | 2,000,000 | 540,699 | |||
Shares cancelled | 2,000,000 | ||||
Common units cancelled | 540,699 | 540,699 | |||
Crestview Partners II GP LP | |||||
Non-Controlling Interests | |||||
Additional consideration | $ 0 | ||||
Crestview Partners II GP LP | Class A common stock | |||||
Non-Controlling Interests | |||||
Class A common stock issued in exchange for common units in CWGS, LLC | 4,000,000 | 4,000,000 | |||
Crestview Partners II GP LP | Class B common stock | |||||
Non-Controlling Interests | |||||
Common units cancelled | 4,000,000 | ||||
Crestview Partners II GP LP | CWGS, LLC | |||||
Non-Controlling Interests | |||||
Partial common units redeemed | 4,000,000 | ||||
Common Units, Redemption | 2,000,000 | 50,000 | |||
Number of units redeemed | 2,000,000 | 50,000 |
Equity-Based Compensation Pla_3
Equity-Based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity-based compensation expense: | |||
Equity based compensation expense | $ 24,086 | $ 33,847 | $ 47,936 |
Total income tax benefit recognized related to equity-based compensation | 3,205 | 3,809 | 5,982 |
Costs applicable to revenue | |||
Equity-based compensation expense: | |||
Equity based compensation expense | 895 | 689 | 762 |
Selling, general, and administrative | |||
Equity-based compensation expense: | |||
Equity based compensation expense | $ 23,191 | $ 33,158 | $ 47,174 |
Equity-Based Compensation Pla_4
Equity-Based Compensation Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Plans | ||||
Aggregate Intrinsic Value - Outstanding | $ 100 | $ 200 | $ 3,500 | |
Actual tax benefit for the tax deductions from the exercise of stock options | 600 | |||
Stock options additional information | ||||
Aggregate Intrinsic Value - Outstanding | 100 | $ 200 | $ 3,500 | |
2016 Plan | Employee Stock Option [Member] | ||||
Share-based Compensation Plans | ||||
Number of awards available under the plan (in shares) | 14,693,518 | |||
Term of awards | 10 years | |||
Aggregate Intrinsic Value - Outstanding | $ 836 | |||
Stock Options | ||||
Outstanding at December 31, 2022 (in shares) | 238 | |||
Exercised (in shares) | (18) | |||
Forfeited (in shares) | (27) | |||
Outstanding and exercisable at March 31, 2023 (in shares) | 193 | |||
Weighted Average Exercise Price | ||||
Outstanding at December 31, 2022 (per share) | $ 21.92 | |||
Exercised (per share) | 21.75 | |||
Forfeited (per share) | 22 | |||
Outstanding at March 31, 2023 (per share) | $ 21.92 | $ 21.92 | ||
Stock options additional information | ||||
Aggregate Intrinsic Value - Outstanding | $ 836 | |||
Weighted Average Remaining Contractual Life - Outstanding (in years) | 2 years 8 months 12 days |
Equity-Based Compensation Pla_5
Equity-Based Compensation Plans - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Oct. 31, 2016 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Plans | |||||
Intrinsic value of unvested units | $ 38,700 | $ 20,700 | $ 35,100 | $ 38,700 | |
Actual tax benefit for the tax deductions from the vesting of restricted stock units | $ 2,800 | $ 4,900 | $ 5,600 | ||
Mr. Lemonis. | |||||
Share-based Compensation Plans | |||||
Grant date fair value (per unit) | $ 39.14 | ||||
Actual tax benefit for the tax deductions from the vesting of restricted stock units | $ 2,600 | ||||
Restricted Stock Units | |||||
Granted (in shares) | 510,986 | ||||
Grant date fair value (in dollars) | $ 20,000 | ||||
Weighted Average Grant Date Fair Value | |||||
Granted (per share) | $ 39.14 | ||||
2016 Plan | Employees | Minimum | |||||
Restricted Stock Units | |||||
Vesting period | 3 years | ||||
2016 Plan | Employees | Maximum | |||||
Restricted Stock Units | |||||
Vesting period | 5 years | ||||
2016 Plan | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Plans | |||||
Grant date fair value (per unit) | $ 19.72 | $ 23.12 | $ 35.31 | ||
Intrinsic value of unvested units | $ 49,200 | ||||
Unrecognized compensation costs recognition period (in years) | 2 years 9 months 18 days | ||||
Vested (in shares) | (843,000) | ||||
Restricted Stock Units | |||||
Outstanding at December 31, 2022 (in shares) | 2,549,000 | ||||
Granted (in shares) | 553,000 | ||||
Forfeited (in shares) | (384,000) | ||||
Outstanding at March 31, 2023 (shares) | 1,875,000 | 2,549,000 | |||
Weighted Average Grant Date Fair Value | |||||
Weighted average grant date fair value (per share) | $ 29.39 | $ 32.08 | |||
Granted (per share) | 19.72 | $ 23.12 | $ 35.31 | ||
Vested (per share) | 29.29 | ||||
Forfeited (per share) | $ 32.17 | ||||
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | Minimum | |||||
Restricted Stock Units | |||||
Vesting period | 1 year | ||||
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | Maximum | |||||
Restricted Stock Units | |||||
Vesting period | 3 years |
Equity-Based Compensation Pla_6
Equity-Based Compensation Plans - Consulting Agreement (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation expense | $ 24,086 | $ 33,847 | $ 47,936 |
2016 Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding (in units) | 1,875 | 2,549 | |
Unrecognized compensation costs | $ 47,700 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income | $ 50,601 | $ 351,031 | $ 642,075 |
Less: net income attributable to non-controlling interests | (19,557) | (214,084) | (363,614) |
Net income attributable to Camping World Holdings, Inc. - basic | 31,044 | 136,947 | 278,461 |
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs | 0 | 938 | 0 |
Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock | 15,392 | 0 | 266,381 |
Net income attributable to Camping World Holdings, Inc. - diluted | $ 46,436 | $ 137,885 | $ 544,842 |
Stock Option | |||
Denominator: | |||
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock | 50 | 0 | 0 |
Restricted Stock Units (RSUs) | |||
Denominator: | |||
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock | 1,364 | 2,146 | 6 |
Class A common stock | |||
Denominator: | |||
Weighted-average shares of Class A common stock outstanding - basic | 44,626 | 42,386 | 45,009 |
Dilutive options to purchase Class A common stock | 20 | 56 | 150 |
Dilutive restricted stock units | 281 | 412 | 1,165 |
Dilutive common units of CWGS, LLC that are convertible into Class A common stock | 40,045 | 0 | 43,438 |
Weighted-average shares of Class A common stock outstanding - diluted | 84,972 | 42,854 | 89,762 |
Earnings per share of Class A common stock - basic | $ 0.70 | $ 3.23 | $ 6.19 |
Earnings per share of Class A common stock - diluted | $ 0.55 | $ 3.22 | $ 6.07 |
CWGS, LLC | Common Units | |||
Denominator: | |||
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock | 0 | 42,045 | 0 |
Segments Information - General
Segments Information - General Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segments Information | |
Number of reportable segments | 2 |
Segments Information - Revenue
Segments Information - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segments Information | |||
Revenue | $ 6,226,547 | $ 6,967,013 | $ 6,913,754 |
Intersegment Eliminations | |||
Segments Information | |||
Revenue | (13,155) | (28,887) | (26,466) |
Good Sam Services and Plans | |||
Segments Information | |||
Revenue | 193,827 | 192,128 | 180,722 |
Good Sam Services and Plans | Intersegment Eliminations | |||
Segments Information | |||
Revenue | (1,000) | (494) | (204) |
New vehicles | |||
Segments Information | |||
Revenue | 2,576,278 | 3,228,077 | 3,299,454 |
New vehicles | Intersegment Eliminations | |||
Segments Information | |||
Revenue | (4,972) | (5,939) | (6,548) |
Used vehicles | |||
Segments Information | |||
Revenue | 1,979,632 | 1,877,601 | 1,686,217 |
Used vehicles | Intersegment Eliminations | |||
Segments Information | |||
Revenue | (4,233) | (3,867) | (3,638) |
Products, service and other | |||
Segments Information | |||
Revenue | 870,038 | 999,214 | 1,100,942 |
Products, service and other | Intersegment Eliminations | |||
Segments Information | |||
Revenue | (610) | (956) | (1,465) |
Finance and insurance, net | |||
Segments Information | |||
Revenue | 562,256 | 623,456 | 598,475 |
Finance and insurance, net | Intersegment Eliminations | |||
Segments Information | |||
Revenue | (2,340) | (17,631) | (14,611) |
Good Sam Club | |||
Segments Information | |||
Revenue | 44,516 | 46,537 | 47,944 |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Revenue | 194,827 | 192,622 | 180,926 |
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Revenue | 194,827 | 192,622 | 180,926 |
RV and Outdoor Retail | |||
Segments Information | |||
Revenue | 6,032,720 | 6,774,885 | 6,733,032 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Revenue | 6,044,875 | 6,803,278 | 6,759,294 |
RV and Outdoor Retail | New vehicles | |||
Segments Information | |||
Revenue | 2,576,278 | 3,228,077 | 3,299,454 |
RV and Outdoor Retail | New vehicles | Operating Segments | |||
Segments Information | |||
Revenue | 2,581,250 | 3,234,016 | 3,306,002 |
RV and Outdoor Retail | Used vehicles | |||
Segments Information | |||
Revenue | 1,979,632 | 1,877,601 | 1,686,217 |
RV and Outdoor Retail | Used vehicles | Operating Segments | |||
Segments Information | |||
Revenue | 1,983,865 | 1,881,468 | 1,689,855 |
RV and Outdoor Retail | Products, service and other | |||
Segments Information | |||
Revenue | 870,038 | 999,214 | 1,100,942 |
RV and Outdoor Retail | Products, service and other | Operating Segments | |||
Segments Information | |||
Revenue | 870,648 | 1,000,170 | 1,102,407 |
RV and Outdoor Retail | Finance and insurance, net | |||
Segments Information | |||
Revenue | 562,256 | 623,456 | 598,475 |
RV and Outdoor Retail | Finance and insurance, net | Operating Segments | |||
Segments Information | |||
Revenue | 564,596 | 641,087 | 613,086 |
RV and Outdoor Retail | Good Sam Club | |||
Segments Information | |||
Revenue | 44,516 | 46,537 | 47,944 |
RV and Outdoor Retail | Good Sam Club | Operating Segments | |||
Segments Information | |||
Revenue | $ 44,516 | $ 46,537 | $ 47,944 |
Segments Information - Segment
Segments Information - Segment Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segments Information | |||
Total segment income | $ 267,074 | $ 568,529 | $ 799,544 |
Selling, general, and administrative | 1,538,988 | 1,606,984 | 1,573,609 |
Depreciation and amortization | (68,643) | (80,304) | (66,418) |
Other interest expense, net | (135,270) | (75,745) | (46,912) |
Tax Receivable Agreement liability adjustment | 2,442 | 114 | (2,813) |
Loss and expense on debt restructure | (13,468) | ||
Other expense, net | (1,769) | (752) | (122) |
Income before income taxes | 49,402 | 450,115 | 734,199 |
Operating Segments | |||
Segments Information | |||
Total segment income | 266,374 | 619,421 | 873,611 |
Other interest expense, net | (26,927) | (14,859) | (7,756) |
Corporate, Non-Segment | |||
Segments Information | |||
Selling, general, and administrative | 13,732 | 12,619 | 9,679 |
Other interest expense, net | (108,343) | (60,886) | (39,156) |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Total segment income | 106,748 | 90,857 | 74,765 |
Depreciation and amortization | (3,278) | (3,353) | (3,009) |
Other interest expense, net | 204 | (57) | 3 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Total segment income | 159,626 | 528,564 | 798,846 |
Depreciation and amortization | (65,365) | (76,951) | (63,409) |
Other interest expense, net | $ (27,131) | $ (14,802) | $ (7,759) |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segments Information | |||
Depreciation and amortization | $ 68,643 | $ 80,304 | $ 66,418 |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 3,278 | 3,353 | 3,009 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | $ 65,365 | $ 76,951 | $ 63,409 |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segments Information | |||
Other interest expense, net | $ 135,270 | $ 75,745 | $ 46,912 |
Operating Segments | |||
Segments Information | |||
Other interest expense, net | 26,927 | 14,859 | 7,756 |
Corporate, Non-Segment | |||
Segments Information | |||
Other interest expense, net | 108,343 | 60,886 | 39,156 |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Other interest expense, net | (204) | 57 | (3) |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Other interest expense, net | $ 27,131 | $ 14,802 | $ 7,759 |
Segment Information - Capital E
Segment Information - Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segments Information | |||
Capital expenditures | $ 198,274 | $ 210,592 | $ 247,811 |
Operating Segments | |||
Segments Information | |||
Capital expenditures | 198,274 | 210,590 | 247,940 |
Corporate, Non-Segment | |||
Segments Information | |||
Capital expenditures | 2 | (129) | |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Capital expenditures | 4,040 | 5,099 | 1,856 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Capital expenditures | $ 194,234 | $ 205,491 | $ 246,084 |
Segments Information - Assets (
Segments Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segments Information | ||
Assets | $ 4,845,684 | $ 4,800,147 |
Operating Segments | ||
Segments Information | ||
Assets | 4,681,991 | 4,579,195 |
Corporate, Non-Segment | ||
Segments Information | ||
Assets | 163,693 | 220,952 |
Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Assets | 113,619 | 130,841 |
RV and Outdoor Retail | Operating Segments | ||
Segments Information | ||
Assets | $ 4,568,372 | $ 4,448,354 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of Registrant - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 39,647 | $ 130,131 |
Total current assets | 2,349,112 | 2,483,662 |
Deferred tax asset | 157,326 | 143,226 |
Total assets | 4,845,684 | 4,800,147 |
Current liabilities: | ||
Accrued liabilities | (149,096) | (147,833) |
Current portion of Tax Receivable Agreement liability | 12,943 | 10,873 |
Total current liabilities | 1,947,839 | 1,872,327 |
Liabilities under Tax Receivable Agreement, net of current portion | 149,866 | 159,743 |
Total liabilities | 4,631,477 | 4,552,461 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 98,280 | 106,051 |
Treasury stock, at cost; 4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively | (159,440) | (179,732) |
Retained earnings | 185,244 | 221,031 |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 124,584 | 147,830 |
Total liabilities and stockholders' equity | 4,845,684 | 4,800,147 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock | 496 | 476 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock | 4 | 4 |
Class C common stock | ||
Stockholders' equity: | ||
Common stock | 0 | 0 |
Parent Company | Reportable Legal Entities | ||
Current assets: | ||
Cash and cash equivalents | 1,905 | 70,262 |
Affiliate Loan | 30,000 | |
Prepaid income taxes and other | 39 | 5,577 |
Total current assets | 31,944 | 75,839 |
Deferred tax asset | 155,928 | 141,807 |
Investment in subsidiaries | 100,759 | 100,800 |
Total assets | 288,631 | 318,446 |
Current liabilities: | ||
Income tax payable | 1,238 | |
Current portion of Tax Receivable Agreement liability | 12,943 | 10,873 |
Total current liabilities | 14,181 | 10,873 |
Liabilities under Tax Receivable Agreement, net of current portion | 149,866 | 159,743 |
Total liabilities | 164,047 | 170,616 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 98,280 | 106,051 |
Treasury stock, at cost; 4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively | (159,440) | (179,732) |
Retained earnings | 185,244 | 221,031 |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 124,584 | 147,830 |
Total liabilities and stockholders' equity | 288,631 | 318,446 |
Parent Company | Reportable Legal Entities | Class A common stock | ||
Stockholders' equity: | ||
Common stock | 496 | 476 |
Parent Company | Reportable Legal Entities | Class B common stock | ||
Stockholders' equity: | ||
Common stock | 4 | 4 |
Parent Company | Reportable Legal Entities | Class C common stock | ||
Stockholders' equity: | ||
Common stock |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant - Balance Sheets Additional (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Treasury Stock, (In shares) | 4,551,000 | 5,130,000 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 49,571,000 | 47,571,000 |
Common stock, outstanding | 45,020,000 | 42,441,000 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 39,466,000 | 41,466,000 |
Common stock, outstanding | 39,466,000 | 41,466,000 |
Class C common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1 | 1 |
Common stock, issued | 1 | 1 |
Common stock, outstanding | 1 | 1 |
Parent Company | Reportable Legal Entities | ||
Stockholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Treasury Stock, (In shares) | 4,551,000 | 5,130,000 |
Parent Company | Reportable Legal Entities | Class A common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 49,571,000 | 47,571,000 |
Common stock, outstanding | 45,020,000 | 42,441,000 |
Parent Company | Reportable Legal Entities | Class B common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 39,466,000 | 41,466,000 |
Common stock, outstanding | 39,466,000 | 41,466,000 |
Parent Company | Reportable Legal Entities | Class C common stock | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1 | 1 |
Common stock, issued | 1 | 1 |
Common stock, outstanding | 1 | 1 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant - Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 6,226,547 | $ 6,967,013 | $ 6,913,754 |
Operating expenses: | |||
Selling, general, and administrative | 1,538,988 | 1,606,984 | 1,573,609 |
Total operating expenses | 1,611,575 | 1,693,755 | 1,656,784 |
Income from operations | 267,074 | 568,529 | 799,544 |
Interest income, net | 135,270 | 75,745 | 46,912 |
Tax Receivable Agreement liability adjustment | 2,442 | 114 | (2,813) |
Other (expense) income, net | (1,769) | (752) | (122) |
Income before income taxes | 49,402 | 450,115 | 734,199 |
Income tax benefit (expense) | 1,199 | (99,084) | (92,124) |
Net income attributable to Camping World Holdings, Inc. | 31,044 | 136,947 | 278,461 |
Parent Company | Reportable Legal Entities | |||
Revenue: | |||
Total revenue | $ 10,584 | $ 10,069 | $ 9,551 |
Revenue, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Operating expenses: | |||
Selling, general, and administrative | $ 10,646 | $ 10,069 | $ 9,551 |
Total operating expenses | 10,646 | 10,069 | 9,551 |
Income from operations | (62) | 0 | 0 |
Interest income, net | (1,426) | (477) | (46) |
Affiliate Loan interest income | 39 | 0 | 0 |
Tax Receivable Agreement liability adjustment | 2,442 | 114 | (2,813) |
Other (expense) income, net | 0 | 139 | 402 |
Equity in net income of subsidiaries | 21,463 | 215,271 | 378,657 |
Income before income taxes | 25,308 | 216,001 | 376,292 |
Income tax benefit (expense) | 5,736 | (79,054) | (97,831) |
Net income attributable to Camping World Holdings, Inc. | $ 31,044 | $ 136,947 | $ 278,461 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net Income (Loss) | $ 31,044 | $ 136,947 | $ 278,461 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred tax expense | (11,880) | 43,301 | (5,890) |
Tax Receivable Agreement liability adjustment | (2,442) | (114) | 2,813 |
Change in assets and liabilities, net of acquisitions: | |||
Accounts payable and other accrued expenses | 287 | (42,303) | 52,694 |
Payment pursuant to Tax Receivable Agreement | (10,937) | (11,322) | (8,089) |
Net cash provided by operating activities | 310,807 | 189,783 | 154,004 |
Investing activities | |||
Net cash used in investing activities | (369,406) | (422,535) | (355,772) |
Financing activities | |||
Dividends paid to Class A common stockholders | (66,831) | (105,387) | (67,176) |
Proceeds from exercise of stock options | 389 | 541 | 4,111 |
Repurchases of Class A common stock to treasury stock | 0 | (79,757) | (156,256) |
Disgorgement of short-swing profits by Section 16 officer | 0 | 58 | 0 |
Net cash (used in) provided by financing activities | (31,885) | 95,551 | 303,028 |
(Decrease) increase in cash and cash equivalents | (90,484) | (137,201) | 101,260 |
Cash and cash equivalents at beginning of the period | 130,131 | 267,332 | 166,072 |
Cash and cash equivalents at end of the period | 39,647 | 130,131 | 267,332 |
Parent Company | Reportable Legal Entities | |||
Operating activities | |||
Net Income (Loss) | 31,044 | 136,947 | 278,461 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Equity in net income of subsidiaries | (21,463) | (215,271) | (378,657) |
Deferred tax expense | (11,901) | 28,672 | 8,210 |
Tax Receivable Agreement liability adjustment | (2,442) | (114) | 2,813 |
Change in assets and liabilities, net of acquisitions: | |||
Prepaid income taxes and other assets | 6,219 | 2,914 | (57) |
Accounts payable and other accrued expenses | 1,238 | 0 | 0 |
Payment pursuant to Tax Receivable Agreement | (10,937) | (11,322) | (8,089) |
Net cash provided by operating activities | (8,242) | (58,174) | (97,319) |
Investing activities | |||
Purchases of LLC Interest from CWGS, LLC | (389) | (541) | (4,111) |
Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases | 0 | 79,757 | 156,256 |
Distributions received from CWGS, LLC | 36,716 | 162,767 | 198,138 |
Lent funds under Affiliate Loan | (30,000) | 0 | 0 |
Net cash used in investing activities | 6,327 | 241,983 | 350,283 |
Financing activities | |||
Dividends paid to Class A common stockholders | (66,831) | (105,387) | (67,176) |
Proceeds from exercise of stock options | 389 | 541 | 4,111 |
Repurchases of Class A common stock to treasury stock | 0 | (79,757) | (156,256) |
Disgorgement of short-swing profits by Section 16 officer | 0 | 58 | 0 |
Net cash (used in) provided by financing activities | (66,442) | (184,545) | (219,321) |
(Decrease) increase in cash and cash equivalents | (68,357) | (736) | 33,643 |
Cash and cash equivalents at beginning of the period | 70,262 | 70,998 | 37,355 |
Cash and cash equivalents at end of the period | $ 1,905 | 70,262 | $ 70,998 |
Parent Company | Reportable Legal Entities | Class A common stock | |||
Financing activities | |||
Repurchases of Class A common stock to treasury stock | $ (79,800) |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information of Registrant - Notes to Condensed Financial Statements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Stock Repurchase Program | |||||
Shares repurchased (in shares) | 2,592,524 | ||||
Payment for share repurchased | $ 0 | $ 79,757,000 | $ 156,256,000 | ||
Weighted average price (per share) | $ 30.76 | ||||
Authorized amount for stock repurchase program | $ 100,000,000 | ||||
Remaining approve amount | $ 120,200,000 | 120,200,000 | |||
Cash paid (refunded) during the period for: | |||||
Interest | 214,082,000 | $ 106,997,000 | 58,424,000 | ||
Income taxes | 3,352,000 | 54,579,000 | 99,557,000 | ||
Tax benefit related to an entity classification election | 4,100,000 | ||||
Non-cash financing activities: | |||||
Par value of Class A common stock issued for redemption of common units in CWGS, LLC | 20,000 | 1,000 | 47,000 | ||
Cost of treasury stock issued for vested restricted stock units | 29,542,000 | 42,640,000 | 34,756,000 | ||
Cost of treasury stock issued for stock award to employee | 0 | 0 | 19,586,000 | ||
Parent Company | Reportable Legal Entities | |||||
Basis of Presentation | |||||
Other Receivables, Net, Current | 0 | 0 | 0 | ||
Other Liabilities | 162,800,000 | 162,800,000 | 170,600,000 | ||
Commitments and Contingencies | |||||
Income Tax Expense Additional Related To LLC Conversion | $ (3,100,000) | 13,300,000 | |||
Expected future payment, as percent of tax benefits (as a percent) | 85% | ||||
Stock Repurchase Program | |||||
Payment for share repurchased | $ 0 | 79,757,000 | 156,256,000 | ||
Cash paid (refunded) during the period for: | |||||
Income taxes | (646,000) | 47,601,000 | 87,588,000 | ||
Tax benefit related to an entity classification election | 4,100,000 | ||||
Non-cash financing activities: | |||||
Par value of Class A common stock issued for redemption of common units in CWGS, LLC | 20,000 | 1,000 | 47,000 | ||
Cost of treasury stock issued for vested restricted stock units | $ 29,542,000 | $ 42,640,000 | 34,756,000 | ||
Cost of treasury stock issued for stock award to employee | $ 19,586,000 | ||||
Parent Company | Reportable Legal Entities | Class A common stock | |||||
Stock Repurchase Program | |||||
Shares repurchased (in shares) | 2,592,524 | ||||
Payment for share repurchased | $ 79,800,000 | ||||
Weighted average price (per share) | $ 30.76 | ||||
Stock award to employee (In shares) | 579,176 | 852,508 | |||
Remaining approve amount | 120,200,000 | $ 120,200,000 | |||
Parent Company | Reportable Legal Entities | Related Party [Member] | Continuing Equity Owners | |||||
Basis of Presentation | |||||
Other Liabilities | 162,800,000 | 162,800,000 | $ 170,600,000 | ||
Parent Company | CWGS, LLC | Reportable Legal Entities | |||||
Stock Repurchase Program | |||||
Number of units returned | 2,592,524 | ||||
Borrower | Parent Company | Reportable Legal Entities | |||||
Affiliate Loan | |||||
Maximum borrowing capacity | $ 40,000,000 | $ 40,000,000 | |||
Variable rate spread (as a percent) | 6.50% | ||||
Period of time to give repayment demand | 30 days | 30 days | |||
Principal amount of borrowings | $ 30,000,000 | $ 30,000,000 | |||
Effective interest rate (as a percent) | 11.86% | 11.86% | |||
Borrower | Parent Company | Reportable Legal Entities | Maximum | |||||
Affiliate Loan | |||||
Accrued interest | $ 100,000 | $ 100,000 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts receivable allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 4,222 | $ 4,711 | $ 3,393 |
Additions Charged to Expense | (954) | 675 | 1,568 |
Charged to Other Accounts | 14 | 297 | 74 |
Charges Utilized (Write-off) | (304) | (1,461) | (324) |
Balance at End of Period | 2,978 | 4,222 | 4,711 |
Noncurrent other assets allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | 37 | 42 | 0 |
Additions Charged to Expense | 61 | (5) | 42 |
Charged to Other Accounts | 0 | 0 | 0 |
Charges Utilized (Write-off) | (37) | 0 | 0 |
Balance at End of Period | $ 61 | $ 37 | $ 42 |
Schedule II - Valuation and Q_3
Schedule II - Valuation and Qualifying Accounts Deferred Tax Assets (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 154,976 | $ 312,088 | $ 295,946 |
Tax Valuation Allowance Charged to Income Tax Provision | 0 | 0 | 0 |
Tax Valuation Allowance Credited to Income Tax Provision | 66,678 | (164,257) | (2,234) |
Charged to Other Accounts | 10,038 | 7,145 | 18,376 |
Balance at End of Period | $ 231,692 | $ 154,976 | $ 312,088 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 31,044 | $ 136,947 | $ 278,461 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |