Camping World Holdings, Inc. (CWH) recently announced plans to acquire Roth RV, including locations at Bemidji, Grand Rapids and Deerwood. The initiative will bring the company’s Minnesota location count to 11.The company is optimistic about this new acquisition as it aims to expand its market presence in Minnesota. This strategic transaction is expected to close in the second quarter of 2024.Camping World is on an expansion spree, aiming to increase its dealership count to more than 320 locations over the ...

benedek/iStock via Getty Images Camping World Holdings (NYSE:CWH) retails and rents recreational vehicles, as well as products and services related to RVs, including RV covers, Wi-Fi systems, tents, fishing gear, insurance, and financing. The company has retail centers under the Camping World and other names, and services such as insurance and financing under Good Sam. As of Q3, Camping World communicated plans to have 220 locations across the United States by the end of 2024. The amount is constantly growi ...

LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--Camping World Holdings, Inc. (NYSE: CWH) (“Camping World”), the World’s Largest Recreational Vehicle Dealer, today announced that it is set to acquire Roth RV, with locations in Bemidji, Grand Rapids, and Deerwood, Minnesota. The transaction is anticipated to close in the second quarter of 2024 and will increase the Company’s Minnesota location count to 11. Marcus Lemonis, Chairman and CEO of Camping World commented, “ The acquisition of Roth RV further solidifies our p ...

Camping World Holdings, Inc. (CWH) is set to acquire Genuine RV, including locations in Texarkana and Nacogdoches, TX, and Idabel, OK.This new acquisition aligns with the company’s goal to increase its dealership count to more than 320 locations over the next five years. Post the acquisition, Camping World’s Texas and Oklahoma location counts will increase to 13 and six, respectively. This strategic transaction is expected to close in the second quarter of 2024.Following the announcement, shares of CWH gain ...

LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--Camping World Holdings, Inc. (NYSE: CWH) (“Camping World”), the World’s Largest Recreational Vehicle Dealer, today announced that it is set to acquire Genuine RV, with locations in Texarkana and Nacogdoches, Texas, and Idabel, Oklahoma. The transaction is anticipated to close in the second quarter of 2024 and will increase the Company’s Texas location count to 13, and its Oklahoma location count to six. Marcus Lemonis, Chairman and CEO of Camping World commented, “ The ...

LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--Camping World Holdings, Inc. (NYSE: CWH) (“Camping World”), the World’s Largest Recreational Vehicle Dealer, today announced that it is set to acquire Bent’s RV, with two locations in Boutte and Albany, Louisiana. The transaction is anticipated to close in the second quarter of 2024 and will increase the Company’s Louisiana location count to four. Marcus Lemonis, Chairman and CEO of Camping World commented, “ The acquisition of Bent’s RV further builds our presence arou ...

LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--Camping World Holdings, Inc. (NYSE: CWH) (“Camping World”), the World’s Largest Recreational Vehicle Dealer, today announced that it has closed on the acquisition of Ashley Outdoors in Salem, Alabama. Including this location, the Company intends to add 15 dealership locations in the first quarter of 2024 through a combination of opening existing facilities and closing previously announced acquisitions. Marcus Lemonis, Chairman and CEO of Camping World commented, “ As we ...

Key PointsCamping World cut its dividend to focus capital on growth, good news for future cash flow and capital returns. Share prices corrected sharply on the news but are poised to reclaim the losses and more. Analysts remain committed to Camping World, rating it a Moderate Buy/Buy. 5 stocks we like better than Camping WorldCamping World NYSE: CWH cut its dividend by 80%, and the shares fell 50% because of it, but the cut is a good thing. The cuts weren’t made because the company couldn’t pay but because i ...

Camping World Holdings, Inc. (NYSE:CWH) Q3 2023 Earnings Conference Call November 2, 2023 8:30 AM ET Company Participants Lindsey Christen - Chief Administrative & Legal Officer, Secretary Marcus Lemonis - Chairman and Chief Executive Officer Matthew Wagner - Chief Operating Officer Tom Curran - Chief Accounting Officer Conference Call Participants Joe Altobello - Raymond James Tristan Thomas-Martin - BMO Noah Zatzkin - KeyBanc Capital Markets Brandon Rolle - D.A. Davidson Craig Kennison - Baird Daniel Imbr ...

[PART I. FINANCIAL INFORMATION](index=10&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited financial statements and management's discussion and analysis [Item 1. Financial Statements (unaudited)](index=10&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements and accompanying notes [Unaudited Condensed Consolidated Balance Sheets](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This statement details the company's assets, liabilities, and stockholders' equity at specific points in time Condensed Consolidated Balance Sheet Highlights (in thousands): | Metric | Sep 30, 2023 | Dec 31, 2022 | Sep 30, 2022 | | :--- | :--- | :--- | :--- | | Total Assets | $4,657,259 | $4,800,147 | $4,511,386 | | Total Liabilities | $4,386,404 | $4,552,461 | $4,173,888 | | Total Stockholders' Equity | $270,855 | $247,686 | $337,498 | | Cash and Cash Equivalents | $53,318 | $130,131 | $148,235 | [Unaudited Condensed Consolidated Statements of Operations](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This statement summarizes revenues, costs, and expenses to report net income over a period Condensed Consolidated Statements of Operations Highlights (in thousands, except per share amounts): | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $1,729,613 | $1,855,682 | $5,117,214 | $5,686,710 | | Net Income | $30,893 | $102,948 | $100,519 | $408,232 | | Net Income Attributable to CWH | $15,961 | $41,126 | $47,833 | $170,167 | | Basic EPS | $0.36 | $0.98 | $1.07 | $4.01 | | Diluted EPS | $0.32 | $0.97 | $1.03 | $3.99 | [Unaudited Condensed Consolidated Statements of Stockholders' Equity](index=12&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This statement shows changes in the value of stockholders' equity over a specific period Total Stockholders' Equity (in thousands): | Date | Amount | | :--- | :--- | | September 30, 2023 | $270,855 | | September 30, 2022 | $337,498 | - Net income attributable to Camping World Holdings, Inc for the nine months ended September 30, 2023, was **$47,833 thousand**, a significant decrease from **$170,167 thousand** in the comparable period of 2022[178](index=178&type=chunk)[207](index=207&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=14&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement reports the cash generated and used by operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights (in thousands, 9 Months Ended Sep 30): | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $543,273 | $523,919 | | Net Cash Used in Investing Activities | $(277,535) | $(239,305) | | Net Cash Used in Financing Activities | $(342,551) | $(403,711) | | Net Decrease in Cash and Cash Equivalents | $(76,813) | $(119,097) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide supplemental information and details on the company's accounting policies [1. Summary of Significant Accounting Policies](index=16&type=section&id=1.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the key accounting principles and methods used in preparing the financial statements - The company experienced a cybersecurity incident in February 2022, resulting in the encryption of certain IT systems and theft of personal information from approximately **30,000 individuals**, but does not expect future material impact[186](index=186&type=chunk)[189](index=189&type=chunk)[215](index=215&type=chunk)[217](index=217&type=chunk) - The company's business is subject to annual seasonality, with revenue, net income, and cash flows typically highest during the **spring and summer months (Q2 and Q3)**[190](index=190&type=chunk)[218](index=218&type=chunk) - The company early adopted ASU 2022-03 and ASU 2021-08 as of January 1, 2023, with **no material impact** on its condensed consolidated financial statements[191](index=191&type=chunk)[194](index=194&type=chunk)[222](index=222&type=chunk)[224](index=224&type=chunk) [2. Revenue](index=20&type=section&id=2.%20Revenue) This section provides a detailed breakdown of revenue recognition policies and performance obligations - Contract assets related to RV service revenues were **$18.1 million** as of September 30, 2023[195](index=195&type=chunk) - Deferred revenues totaled **$170.0 million** as of September 30, 2023, primarily from roadside assistance plans, Good Sam Club memberships, and other services[196](index=196&type=chunk)[227](index=227&type=chunk) Expected Revenue Recognition from Unsatisfied Performance Obligations (in thousands, as of Sep 30, 2023): | Year | Amount | | :--- | :--- | | 2023 | $38,724 | | 2024 | $70,886 | | 2025 | $30,218 | | 2026 | $15,589 | | 2027 | $8,499 | | Thereafter | $6,111 | | **Total** | **$170,027** | [3. Inventories and Floor Plan Payables](index=21&type=section&id=3.%20Inventories%20and%20Floor%20Plan%20Payables) This section details inventory valuation and the credit facility used to finance vehicle inventory - The Floor Plan Facility's borrowing capacity was increased by **$150.0 million to $1.85 billion** in July 2023, and the facility matures on September 30, 2026[199](index=199&type=chunk)[228](index=228&type=chunk) - The average interest rate for floor plan notes payable increased to **7.27%** as of September 30, 2023, from **4.30%** as of September 30, 2022[229](index=229&type=chunk) - The company had **$207.4 million** in its FLAIR offset account as of September 30, 2023, which reduces the interest-accruing liability under the Floor Plan Facility[202](index=202&type=chunk)[231](index=231&type=chunk) Unencumbered Borrowing Capacity (Floor Plan Facility, in thousands): | Date | Amount | | :--- | :--- | | September 30, 2023 | $519,911 | | December 31, 2022 | $85,082 | | September 30, 2022 | $504,175 | [4. Restructuring and Long-Lived Asset Impairment](index=25&type=section&id=4.%20Restructuring%20and%20Long-Lived%20Asset%20Impairment) This section discusses costs associated with strategic shifts, business restructuring, and asset impairment charges - The 2019 Strategic Shift is nearing completion with total estimated costs of **$122.7 million to $131.3 million**, and remaining costs are expected to be immaterial after December 31, 2023[235](index=235&type=chunk)[236](index=236&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - The Active Sports Restructuring, initiated March 1, 2023, is expected to be substantially completed by December 31, 2023, with total estimated costs of **$5.2 million to $5.5 million**[241](index=241&type=chunk)[265](index=265&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) Long-Lived Asset Impairment Charges (in thousands): | Type of Asset | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | | Leasehold improvements | $1,117 | $1,857 | $2,557 | | Operating lease right of use assets | $631 | $1,107 | $887 | | Furniture and equipment | — | $329 | $61 | | Software | — | $1,362 | — | | Construction in progress and software in development | — | $113 | — | | Intangible assets | — | $4,501 | — | | **Total** | **$1,748** | **$9,269** | **$3,505** | [5. Assets Held for Sale](index=31&type=section&id=5.%20Assets%20Held%20for%20Sale) This section discloses assets that are actively being marketed for sale and their carrying values - As of September 30, 2023, two properties were classified as held for sale, with associated property and equipment valued at **$4,635 thousand**[271](index=271&type=chunk)[273](index=273&type=chunk) Liabilities Related to Assets Held for Sale (in thousands, as of Sep 30, 2023): | Type of Liability | Amount | | :--- | :--- | | Current portion of long-term debt | $201 | | Long-term debt, net of current portion | $3,821 | | **Total** | **$4,022** | [6. Goodwill and Intangible Assets](index=31&type=section&id=6.%20Goodwill%20and%20Intangible%20Assets) This section details the carrying amounts of goodwill and other intangible assets by segment - During the first quarter of 2022, the company recorded **$8.8 million** of incremental accelerated amortization from adjusting the useful lives of certain trademark and trade name intangible assets[250](index=250&type=chunk) Goodwill by Segment (in thousands): | Segment | Sep 30, 2023 | Dec 31, 2022 | Sep 30, 2022 | | :--- | :--- | :--- | :--- | | Good Sam Services and Plans | $24,234 | $24,234 | $24,234 | | RV and Outdoor Retail | $663,905 | $598,189 | $508,983 | | **Consolidated Total** | **$688,139** | **$622,423** | **$533,217** | Intangible Assets, Net (in thousands): | Segment | Sep 30, 2023 | Dec 31, 2022 | Sep 30, 2022 | | :--- | :--- | :--- | :--- | | Good Sam Services and Plans | $4,432 | $5,074 | $5,289 | | RV and Outdoor Retail | $9,912 | $15,871 | $16,520 | | **Total** | **$14,444** | **$20,945** | **$21,819** | [7. Long-Term Debt](index=33&type=section&id=7.%20Long-Term%20Debt) This section provides details on the company's outstanding long-term debt obligations and credit facilities - The Senior Secured Credit Facilities consist of a **$1.4 billion Term Loan Facility** (maturing June 2028) and a **$65.0 million Revolving Credit Facility** (maturing June 2026)[253](index=253&type=chunk)[278](index=278&type=chunk)[306](index=306&type=chunk) - The average interest rate on the Term Loan Facility increased to **7.95%** as of September 30, 2023, from **5.34%** as of September 30, 2022[308](index=308&type=chunk)[309](index=309&type=chunk) - The M&T Real Estate Facility has a maximum principal capacity of **$250.0 million** and matures in October 2027, with a weighted average interest rate of **7.62%** as of September 30, 2023[283](index=283&type=chunk)[312](index=312&type=chunk)[314](index=314&type=chunk) Outstanding Long-Term Debt (in thousands, net of current portion): | Debt Type | Sep 30, 2023 | Dec 31, 2022 | Sep 30, 2022 | | :--- | :--- | :--- | :--- | | Term Loan Facility | $1,334,867 | $1,346,439 | $1,345,215 | | Real Estate Facilities | $188,543 | $145,911 | $21,666 | | Other Long-Term Debt | $8,327 | $3,280 | $3,311 | | **Total** | **$1,522,495** | **$1,484,416** | **$1,368,380** | [8. Lease Obligations](index=37&type=section&id=8.%20Lease%20Obligations) This section outlines the company's obligations under operating and finance lease agreements - In February 2022, the company sold three properties for **$28.0 million** and entered into 20-year leaseback agreements, which are accounted for as financing transactions[40](index=40&type=chunk)[290](index=290&type=chunk)[317](index=317&type=chunk) Supplemental Cash Flow Information Related to Leases (in thousands, 9 Months Ended Sep 30): | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash Paid for Operating Leases | $87,604 | $85,175 | | Cash Paid for Finance Leases (Operating Cash Flows) | $4,478 | $3,508 | | Cash Paid for Finance Leases (Financing Cash Flows) | $4,160 | $4,541 | | New, Remeasured, and Terminated Operating Leases | $40,598 | $14,433 | | New, Remeasured, and Terminated Finance Leases | $8,959 | $24,440 | [9. Fair Value Measurements](index=39&type=section&id=9.%20Fair%20Value%20Measurements) This section describes the framework for measuring assets and liabilities at fair value - The company uses a three-tier fair value hierarchy, with **Level 2 inputs** used for measuring the fair value of its various debt facilities[292](index=292&type=chunk)[319](index=319&type=chunk) Fair Value of Debt (in thousands, as of Sep 30, 2023): | Debt Type | Carrying Value | Fair Value | | :--- | :--- | :--- | | Term Loan Facility | $1,348,882 | $1,380,135 | | Floor Plan Facility Revolving Line of Credit | $20,885 | $20,999 | | Real Estate Facilities | $192,565 | $195,585 | | Other Long-Term Debt | $8,327 | $6,700 | [10. Commitments and Contingencies](index=39&type=section&id=10.%20Commitments%20and%20Contingencies) This section discloses potential liabilities from legal proceedings and other commitments - The company is involved in ongoing litigation, including the Weissmann Complaint and Tumbleweed Complaint, both scheduled for arbitration hearing on **March 11, 2024**[293](index=293&type=chunk)[320](index=320&type=chunk)[323](index=323&type=chunk) - The Precise Complaint arbitration concluded with an award against the Precise Estate of **$7.1 million**, of which the company is entitled to **$3.7 million**[343](index=343&type=chunk) - As of September 30, 2023, outstanding standby letters of credit totaled **$11.3 million** (Floor Plan Facility) and **$4.9 million** (Senior Secured Credit Facilities)[297](index=297&type=chunk)[326](index=326&type=chunk) [11. Statement of Cash Flows](index=43&type=section&id=11.%20Statement%20of%20Cash%20Flows) This section provides supplemental information related to the statement of cash flows Supplemental Cash Flow Information (in thousands, 9 Months Ended Sep 30): | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash Paid for Interest | $159,191 | $69,007 | | Cash Paid for Income Taxes | $3,040 | $40,925 | | Capital Expenditures in Accounts Payable and Accrued Liabilities | $13,637 | $12,834 | | Purchase of Real Property through Assumption of Other Long-Term Debt | $5,185 | — | [12. Acquisitions](index=43&type=section&id=12.%20Acquisitions) This section details the company's business acquisitions during the reporting period - During the nine months ended September 30, 2023, the RV and Outdoor Retail segment acquired **15 RV dealerships** for approximately **$150.5 million**, generating **$65.7 million** in goodwill[328](index=328&type=chunk)[330](index=330&type=chunk)[349](index=349&type=chunk) - For the nine months ended September 30, 2023, acquired dealerships contributed **$60.5 million in revenue** and a pre-tax loss of **$2.4 million**[330](index=330&type=chunk) [13. Income Taxes](index=47&type=section&id=13.%20Income%20Taxes) This section explains the components of income tax expense and the company's tax structure - The company operates under an **'Up-C' corporate structure**, with CWH as a C-Corp owning **52.8%** of CWGS, LLC[331](index=331&type=chunk) - The LLC Conversion, effective January 2, 2023, resulted in a **$0.7 million income tax benefit**, plus an additional **$4.3 million benefit** from an entity classification election[332](index=332&type=chunk)[353](index=353&type=chunk) - The effective income tax rate for the nine months ended September 30, 2023, was **14.9%**, compared to **15.7%** in the prior year[113](index=113&type=chunk)[114](index=114&type=chunk)[333](index=333&type=chunk) - The Tax Receivable Agreement provides for payments to Continuing Equity Owners and Crestview Partners of **85% of tax benefits realized**[90](index=90&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [14. Related Party Transactions](index=49&type=section&id=14.%20Related%20Party%20Transactions) This section discloses transactions between the company and its officers, directors, or other related entities - Related party lease expense for RV dealership locations leased from managers and officers was **$3.2 million** for the nine months ended September 30, 2023[120](index=120&type=chunk) - Rental payments for the Lincolnshire Lease, personally guaranteed by the Chairman and CEO, were **$0.7 million** for the nine months ended September 30, 2023 and 2022[121](index=121&type=chunk) [15. Stockholders' Equity](index=49&type=section&id=15.%20Stockholders'%20Equity) This section details changes in stockholders' equity, including stock repurchases and dividends - As of September 30, 2023, **$120.2 million remained available** under the stock repurchase program, which expires on December 31, 2025[99](index=99&type=chunk)[514](index=514&type=chunk) - During the nine months ended September 30, 2022, the company repurchased **2,592,524 shares** of Class A common stock for approximately **$79.8 million**[97](index=97&type=chunk) [16. Non-Controlling Interests](index=51&type=section&id=16.%20Non-Controlling%20Interests) This section describes the portion of equity in a subsidiary not attributable to the parent company - On January 1, 2023, **2.0 million common units** of CWGS, LLC were redeemed for **2.0 million shares** of the company's Class A common stock[103](index=103&type=chunk)[118](index=118&type=chunk) CWH Ownership of CWGS, LLC Common Units: | Date | Ownership % | | :--- | :--- | | September 30, 2023 | 52.8% | | December 31, 2022 | 50.2% | | September 30, 2022 | 50.1% | [17. Equity-Based Compensation Plans](index=52&type=section&id=17.%20Equity-Based%20Compensation%20Plans) This section details compensation expenses related to stock options and restricted stock units - During the nine months ended September 30, 2023, the company granted **429,338 RSUs** to employees with an aggregate grant date fair value of **$8.5 million**[104](index=104&type=chunk) Total Equity-Based Compensation Expense (in thousands, 9 Months Ended Sep 30): | Year | Amount | | :--- | :--- | | 2023 | $18,316 | | 2022 | $27,434 | Equity-Based Compensation Activity (in thousands, as of Sep 30, 2023): | Metric | Stock Options | Restricted Stock Units | | :--- | :--- | :--- | | Outstanding at Dec 31, 2022 | 238 | 2,549 | | Granted | — | 461 | | Exercised/Vested | (15) | (478) | | Forfeited | (20) | (321) | | **Outstanding at Sep 30, 2023** | **203** | **2,211** | [18. Earnings Per Share](index=54&type=section&id=18.%20Earnings%20Per%20Share) This section presents the calculation of basic and diluted earnings per share for Class A common stock Earnings Per Share of Class A Common Stock (9 Months Ended Sep 30): | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Basic | $1.07 | $4.01 | | Diluted | $1.03 | $3.99 | Weighted-Average Shares of Class A Common Stock Outstanding (in thousands, 9 Months Ended Sep 30): | Metric | 2023 | 2022 | | :--- | :--- | | Basic | 44,538 | 42,419 | | Diluted | 84,917 | 42,947 | [19. Segments Information](index=55&type=section&id=19.%20Segments%20Information) This section provides financial information for the company's different operating segments Total Consolidated Revenue by Segment (in thousands, 9 Months Ended Sep 30): | Segment | 2023 | 2022 | Change % | | :--- | :--- | :--- | :--- | | Good Sam Services and Plans | $148,117 | $144,914 | 2.2% | | RV and Outdoor Retail | $4,980,615 | $5,566,061 | (10.5%) | | **Total Consolidated Revenue** | **$5,117,214** | **$5,686,710** | **(10.0%)** | Total Segment Income (in thousands, 9 Months Ended Sep 30): | Segment | 2023 | 2022 | Change % | | :--- | :--- | :--- | :--- | | Good Sam Services and Plans | $83,143 | $67,242 | 23.6% | | RV and Outdoor Retail | $195,283 | $538,082 | (63.7%) | | **Total Segment Income** | **$278,426** | **$605,324** | **(54.0%)** | Total Assets by Segment (in thousands, as of Sep 30, 2023): | Segment | Amount | | :--- | :--- | | Good Sam Services and Plans | $91,887 | | RV and Outdoor Retail | $4,383,561 | | Corporate & Other | $181,811 | | **Total Assets** | **$4,657,259** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operational results, and liquidity [Overview](index=57&type=section&id=Overview) This section provides a high-level summary of the company's business and market position - Camping World Holdings, Inc is America's largest retailer of recreational RVs and related products and services, operating since 1966[109](index=109&type=chunk) Store Locations (as of Sep 30, 2023): | Type | Number | | :--- | :--- | | RV Dealerships | 205 | | RV Service & Retail Centers | 4 | | **Total Locations** | **209** | [Industry Trends](index=59&type=section&id=Industry%20Trends) This section discusses key trends affecting the RV industry and the company's performance - Wholesale shipments of new RVs for the first nine months of 2023 **decreased by 42.8%** compared to the same period in 2022[354](index=354&type=chunk) - New vehicle average selling prices **decreased by 5.7%** during Q3 2023 compared to Q3 2022, with further decreases expected[356](index=356&type=chunk) - Inflationary pressures on new vehicle costs, freight, and logistics **began to recede in Q3 2023** and are expected to continue into 2024[358](index=358&type=chunk) [Restructuring](index=60&type=section&id=Restructuring) This section details the company's ongoing restructuring initiatives and their financial impact - The 2019 Strategic Shift's remaining costs are expected to be **immaterial after December 31, 2023**[383](index=383&type=chunk) - The Active Sports Restructuring is expected to be substantially completed by December 31, 2023, with estimated total costs of **$5.2 million to $5.5 million**[339](index=339&type=chunk) - Employee headcount reductions and compensation adjustments are expected to generate approximately **$60.0 million in annual cost savings**[338](index=338&type=chunk) [Comparison of Certain Trends to Pre-COVID-19 Pandemic Periods](index=62&type=section&id=Comparison%20of%20Certain%20Trends%20to%20Pre-COVID-19%20Pandemic%20Periods) This section analyzes current performance metrics against historical pre-pandemic benchmarks - New vehicle gross margins in Q3 2023 (**15.1%**) were slightly higher than the pre-COVID-19 pandemic Q3 periods of 2016-2019[361](index=361&type=chunk)[365](index=365&type=chunk) - Used vehicle gross margins in Q3 2023 (**18.9%**) were negatively impacted by active discounting to reduce aged inventory levels[362](index=362&type=chunk)[365](index=365&type=chunk)[386](index=386&type=chunk) [Our Corporate Structure Impact on Income Taxes](index=62&type=section&id=Our%20Corporate%20Structure%20Impact%20on%20Income%20Taxes) This section explains how the company's 'Up-C' structure affects its income tax obligations - The company's 'Up-C' corporate structure means most income tax expense is recorded at the CWH level[364](index=364&type=chunk)[387](index=387&type=chunk) - The LLC Conversion is expected to **reduce CWH's income tax expense** and tax distributions by allowing C-Corp losses to offset Pass-Through income[388](index=388&type=chunk)[390](index=390&type=chunk) Income Tax Expense (in thousands, 9 Months Ended Sep 30): | Year | Amount | | :--- | :--- | | 2023 | $(17,533) | | 2022 | $(75,808) | [Results of Operations](index=65&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's operating results for the reported periods [Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022](index=65&type=section&id=Three%20Months%20Ended%20September%2030%2C%202023%20Compared%20to%20Three%20Months%20Ended%20September%2030%2C%202022) This section compares the company's financial performance for the third quarter of 2023 versus 2022 - Good Sam Services and Plans revenue decreased by 0.9%, but gross profit **increased by 26.6%** due to a nonrecurring **$5.5 million** in savings[373](index=373&type=chunk)[392](index=392&type=chunk)[396](index=396&type=chunk)[408](index=408&type=chunk) - RV and Outdoor Retail revenue decreased by 7.0%, driven by an **18.6% decrease in new vehicles revenue**, partially offset by a **12.2% increase in used vehicles revenue**[374](index=374&type=chunk)[375](index=375&type=chunk)[392](index=392&type=chunk)[409](index=409&type=chunk)[435](index=435&type=chunk) - Selling, general and administrative expenses decreased by 0.9%, primarily due to **$11.5 million in reduced advertising expenses**[379](index=379&type=chunk)[392](index=392&type=chunk) Key Financial Metrics (in thousands, 3 Months Ended Sep 30): | Metric | 2023 | 2022 | Change % | | :--- | :--- | :--- | :--- | | Total Revenue | $1,729,613 | $1,855,682 | (6.8%) | | Total Gross Profit | $523,086 | $593,688 | (11.9%) | | Net Income Attributable to CWH | $15,961 | $41,126 | (61.2%) | | Floor Plan Interest Expense | $(19,816) | $(9,484) | (108.9%) | | Income Before Income Taxes | $34,572 | $125,345 | (72.4%) | [Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022](index=74&type=section&id=Nine%20Months%20Ended%20September%2030%2C%202023%20Compared%20to%20Nine%20Months%20Ended%20September%2030%2C%202022) This section compares the company's financial performance for the first nine months of 2023 versus 2022 - Good Sam Services and Plans segment income **increased by 23.6%**, driven by a nonrecurring **$5.5 million** savings and increased contracts in force[15](index=15&type=chunk)[411](index=411&type=chunk)[439](index=439&type=chunk)[448](index=448&type=chunk) - RV and Outdoor Retail revenue decreased by 10.3%, primarily due to a **22.6% decrease in new vehicles revenue**, partially offset by an **11.6% increase in used vehicles revenue**[16](index=16&type=chunk)[411](index=411&type=chunk)[450](index=450&type=chunk) - Selling, general and administrative expenses decreased by 3.5%, while floor plan interest expense **increased by 150.4%** due to a **405 basis point increase** in the average borrowing rate[8](index=8&type=chunk)[9](index=9&type=chunk)[411](index=411&type=chunk)[444](index=444&type=chunk) Key Financial Metrics (in thousands, 9 Months Ended Sep 30): | Metric | 2023 | 2022 | Change % | | :--- | :--- | :--- | :--- | | Total Revenue | $5,117,214 | $5,686,710 | (10.0%) | | Total Gross Profit | $1,535,208 | $1,870,683 | (17.9%) | | Net Income Attributable to CWH | $47,833 | $170,167 | (71.9%) | | Floor Plan Interest Expense | $(61,298) | $(24,483) | (150.4%) | | Income Before Income Taxes | $118,052 | $484,040 | (75.6%) | [Non-GAAP Financial Measures](index=83&type=section&id=Non-GAAP%20Financial%20Measures) This section presents and reconciles non-GAAP metrics used by management to evaluate performance - The company uses non-GAAP measures like **EBITDA, Adjusted EBITDA, and Adjusted EPS** to provide useful information about operating results[454](index=454&type=chunk)[481](index=481&type=chunk) Adjusted EBITDA and Margin (9 Months Ended Sep 30): | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Adjusted EBITDA (in thousands) | $295,134 | $633,170 | | Adjusted EBITDA Margin | 5.8% | 11.1% | Adjusted Earnings Per Share - Diluted (9 Months Ended Sep 30): | Year | Amount | | :--- | :--- | | 2023 | $1.28 | | 2022 | $4.36 | [Liquidity and Capital Resources](index=92&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's sources of liquidity, cash flows, and capital allocation strategy - Primary liquidity needs include working capital, inventory management, acquisitions, debt service, and distributions[462](index=462&type=chunk)[522](index=522&type=chunk)[527](index=527&type=chunk) - Working capital was **$523.7 million** as of September 30, 2023, including **$53.3 million** in cash and cash equivalents[528](index=528&type=chunk) - The quarterly cash dividend was decreased to **$0.125 per share** (from $0.625) starting September 2023 to support expansion plans[59](index=59&type=chunk)[464](index=464&type=chunk)[524](index=524&type=chunk) - The company expects to spend between **$90.0 million and $130.0 million** on dealership expansion over the next twelve months[465](index=465&type=chunk)[500](index=500&type=chunk) - Increased interest rates led to a combined year-over-year increase of **$86.9 million** (nine months) in floor plan and other interest expense[503](index=503&type=chunk) - Management believes current liquidity sources will be sufficient for the next twelve months but cannot assure future needs will be met without additional financing[32](index=32&type=chunk) [Critical Accounting Policies and Estimates](index=104&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the accounting policies and estimates most critical to the financial statements - There have been **no material changes** to the company's critical accounting policies and estimates from those previously reported in its Annual Report[506](index=506&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=104&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discloses the company's exposure to market risks, particularly interest rate risk - The company is exposed to market risk from changes in interest rates on its **variable-rate credit facilities**[507](index=507&type=chunk)[537](index=537&type=chunk) - The company does not use derivative financial instruments for speculative or trading purposes[44](index=44&type=chunk) Impact of 100 Basis Point Interest Rate Change on Interest Expense (next 12 months, in millions): | Facility | Increase/Decrease | | :--- | :--- | | Term Loan Facility | $13.9 | | Floor Plan Facility | $10.3 | | Floor Plan Facility revolving line of credit | $0.2 | | Real Estate Facilities | $2.0 | | Other Long-Term Debt | Immaterial | [Item 4. Controls and Procedures](index=106&type=section&id=Item%204.%20Controls%20and%20Procedures) This section provides management's conclusion on the effectiveness of disclosure controls and procedures - Management concluded that the company's disclosure controls and procedures were **effective** at the reasonable assurance level as of September 30, 2023[510](index=510&type=chunk) - **No changes** in internal control over financial reporting were identified during the fiscal quarter ended September 30, 2023, that materially affected internal controls[46](index=46&type=chunk)[540](index=540&type=chunk) [PART II. OTHER INFORMATION](index=106&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, equity securities, and other required information [Item 1. Legal Proceedings](index=106&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there have been no material changes to previously disclosed legal proceedings - There have been **no material changes** to the company's legal proceedings as previously disclosed in its Annual Report on Form 10-K[47](index=47&type=chunk)[511](index=511&type=chunk) [Item 1A. Risk Factors](index=106&type=section&id=Item%201A.%20Risk%20Factors) This section indicates no material changes to previously disclosed risk factors - There have been **no material changes** to the company's risk factors as previously disclosed in its Annual Report on Form 10-K[512](index=512&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=107&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section provides an update on the company's stock repurchase program - The company did not repurchase any Class A common stock during the three months ended September 30, 2023, with **$120.2 million available** under the program[28](index=28&type=chunk)[49](index=49&type=chunk)[514](index=514&type=chunk) [Item 3. Defaults Upon Senior Securities](index=107&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there were no defaults upon senior securities during the period - During the three months ended September 30, 2023, there were **no defaults** upon senior securities[79](index=79&type=chunk)[92](index=92&type=chunk) [Item 4. Mine Safety Disclosures](index=107&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that disclosures related to mine safety are not applicable - Mine Safety Disclosures are **not applicable** to the company[50](index=50&type=chunk)[92](index=92&type=chunk) [Item 5. Other Information](index=107&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other material information to report for the period - **No other information** is required to be reported under this item[515](index=515&type=chunk) [Item 6. Exhibits](index=107&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q - Exhibits include amendments to credit agreements, employment agreements, officer certifications, and various Inline XBRL documents[51](index=51&type=chunk)[93](index=93&type=chunk)[544](index=544&type=chunk) [Signatures](index=112&type=section&id=Signatures) This section contains the required signatures for the quarterly report, certifying its submission - The report was duly signed on **November 2, 2023**, by Karin L. Bell, Chief Financial Officer[53](index=53&type=chunk)[95](index=95&type=chunk)[518](index=518&type=chunk)