8-K
Camping World Holdings, Inc. (CWH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 21, 2023
Camping World Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
|---|---|---|---|---|
| Delaware | | 001-37908 | | 81-1737145 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 250 Parkway Drive, Suite 270<br>Lincolnshire , IL **** 60069<br><br>(Address of principal executive offices) (Zip Code) |
|---|
| Registrant’s telephone number, including area code ( 847 ) 808-3000 |
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
| | | |
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock,<br> $0.01 par value per share | CWH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act**.** ☐
Item 2.02. Results of Operations and Financial Condition.
On February 21, 2023, Camping World Holdings, Inc. (the “Company”) announced its financial results for the three and twelve months ended December 31, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:
Exhibit No. Description
| Exhibit 99.1 | Press Release dated February 21, 2023 |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| --- | --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CAMPING WORLD HOLDINGS, INC. | |
|---|---|---|
| | | |
| | | |
| | By: | /s/ Karin L. Bell |
| | Name: | Karin L. Bell |
| | Title: | Chief Financial Officer |
Date: February 21, 2023
Exhibit 99.1
Camping World Holdings, Inc. Reports Strong 2022 Results
LINCOLNSHIRE, IL – February 21, 2023 (BUSINESS WIRE) -- Camping World Holdings, Inc. (NYSE: CWH) (the “Company” or “CWH”), America’s Recreation Dealer, today reported results for the fourth quarter and full year ended December 31, 2022.
Marcus Lemonis, Chairman and CEO of Camping World Holdings, Inc. stated, “The last several years of strong performance has bolstered our confidence in the long-term prospects of our business. In light of the short-term softening of demand and new vehicle margin compression, we recognized the need for aggressive annualized cost reductions, starting in the fall of 2022. This includes reduced headcount, the elimination or reduction of underperforming assets, locations, and business lines, while enhancing the wages and benefits of our employees.”
Full Year-over-Year Operating Highlights
| ● | Revenue was $7.0 billion, an increase of $53.3 million, or 0.8%. |
|---|---|
| ● | Used vehicle revenue was a record $1.9 billion, an increase of $191.4 million, or 11.3%, while new vehicle revenue declined $71.4 million, or 2.2%. Used vehicle unit sales were a record 51,325 units, an increase of 2,387 units, or 4.9%, while new vehicle unit sales were 70,429 units, a decrease of 7,348 units, or 9.4%. |
| --- | --- |
| ● | Same store used vehicle unit sales increased slightly by 0.1%, while same store new vehicle unit sales decreased 13.6%. |
| --- | --- |
| ● | Gross profit was $2.3 billion, a decrease of $194.0 million, or 7.9%. Total gross margin was 32.5%, a decrease of 306 basis points driven primarily by the higher cost of new vehicles, which was partially offset by the higher average selling price of new vehicles. Used vehicle gross margin decreased to a lesser extent. |
| --- | --- |
| ● | Floor plan interest expense was $42.0 million, an increase of $27.9 million, or 197.9%, as a result of the rise in interest rates and the increased average principal balance from higher new vehicle costs, higher borrowings on used vehicles, and relief from the new vehicle supply constraints that existed during much of 2021. |
| --- | --- |
| ● | Net income was $351.0 million, a decrease of $291.0 million, or 45.3%. |
| --- | --- |
| ● | Diluted earnings per share of Class A common stock was $3.22 in 2022 versus $6.07 in 2021. Adjusted earnings per share - diluted^(1)^ of Class A common stock was $4.17 in 2022 versus $6.88 in 2021. |
| --- | --- |
| ● | Adjusted EBITDA^(1)^ was $653.4 million, a decrease of $288.7 million, or 30.6%. |
| --- | --- |
| ● | New and used vehicle inventories were $1.9 billion, an increase of $360.1 million. This increase was driven primarily by higher new vehicle unit costs, an additional 14 dealership locations, restocking to normalized levels of new vehicles and, to a lesser extent, the strategic growth of our used vehicle business. |
| --- | --- |
| ● | The Company paid an annualized cash dividend of $2.50 per share of Class A common stock, an increase of $1.02 per share of Class A common stock. |
| --- | --- |
Fourth Quarter-over-Quarter Operating Highlights
| ● | Revenue was $1.3 billion, a decrease of $97.3 million, or 7.1%. |
|---|
1
| ● | Used vehicle revenue was $392.6 million for the fourth quarter, a decrease of $19.7 million, or 4.8%, and new vehicle revenue declined $72.6 million, or 13.1%. Used vehicle unit sales were 10,334 units for the fourth quarter, a decrease of 335 units, or 3.1%. |
|---|---|
| ● | Same store used vehicle unit sales decreased 7.6% for the fourth quarter, and same store new vehicle unit sales decreased 14.1%. |
| --- | --- |
| ● | Gross profit was $391.6 million, a decrease of $93.0 million, or 19.2%. Total gross margin was 30.6%, a decrease of 459 basis points driven primarily by the higher cost of new vehicles and the lower average selling price of new vehicles. Used vehicle and products, service and other gross margins decreased to a lesser extent. The products, service and other gross margins declined primarily from clearance and discounting on certain product categories to reduce our retail inventory levels and supply chain costs. |
| --- | --- |
| ● | Floor plan interest expense was $17.5 million, an increase of $13.3 million, or 315.6%, as a result of the rise in interest rates and the increased average principal balance from higher new vehicle costs, higher borrowings on used vehicles, and relief from the new vehicle supply constraints that existed during much of 2021. |
| --- | --- |
| ● | At or around December 31, 2022, the Company completed the conversion of certain subsidiaries to limited liability companies resulting in income tax expense of $28.4 million, which was primarily for the write-off of deferred tax assets, net of the release of valuation allowance. The Company expects this conversion will reduce its ongoing income tax expense and reduce its ongoing tax distribution requirements. |
| --- | --- |
| ● | Net loss was $57.2 million, a decrease of income of $116.5 million, or 196.5%. |
| --- | --- |
| ● | Diluted loss per share of Class A common stock was $0.79 in 2022 versus diluted earnings per share of Class A common stock of $0.54 in 2021. Adjusted loss per share - diluted^(1)^ of Class A common stock was $0.20 in 2022 versus adjusted earnings per share – diluted^(1)^of Class A common stock of $0.90 in 2021. |
| --- | --- |
| ● | Adjusted EBITDA^(1)^ was $20.2 million, a decrease of $111.3 million, or 84.6%. |
| --- | --- |
________________________
| ^(1)^ | Adjusted (loss) earnings per share – diluted and adjusted EBITDA are non-GAAP measures. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section later in this press release. |
|---|
Earnings Conference Call and Webcast Information
A conference call to discuss the Company’s fourth quarter and fiscal year 2022 financial results is scheduled for February 22, 2023, at 7:30 am Central Time. Investors and analysts can participate on the conference call by dialing 1-877-407-9039 (international callers please dial 1-201-689-8470) and using conference ID# 13735202. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at http://investor.campingworld.com. The replay of the conference call webcast will be available on the investor relations website for approximately 90 days.
Presentation
This press release presents historical results for the periods presented for the Company and its subsidiaries, which are presented in accordance with accounting principles generally accepted in the United States (“GAAP”), unless noted as a non-GAAP financial measure. The Company’s initial public offering (“IPO”) and related reorganization transactions (“Reorganization Transactions”) that occurred on October 6, 2016 resulted in the Company as the sole managing member of CWGS Enterprises, LLC (“CWGS, LLC”), with sole voting power in and control of the management of CWGS, LLC. The Company’s position as sole managing member of CWGS, LLC includes periods where the Company has held a minority economic interest in CWGS, LLC. As of December 31, 2022, the Company owned 50.2% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. 2
About Camping World Holdings, Inc.
Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (together with its subsidiaries) is America’s largest retailer of RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle. With RV sales and service locations in 42 states, Camping World has grown to become the prime destination for everything RV.
For more information, please visit http://www.CampingWorld.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about macroeconomic trends, expected impact of the subsidiary conversions on our ongoing income tax expense and tax distribution requirements, our business plans and goals, the strength of our business, our long-term plan, the Company’s strategic focuses including growing its used RV business, anticipated cost reduction initiatives including headcount reductions and the elimination of or reduction of underperforming assets, locations, and business lines, anticipated cost savings from cost reduction initiatives, enhancements of wages and benefits of employees, and future financial results. These forward-looking statements are based on management’s current expectations.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the COVID-19 pandemic, which has had, and could have in the future, certain negative impacts on our business; risks related to the cybersecurity incident announced in February 2022; our ability to execute and achieve the expected benefits of our 2019 Strategic Shift; the availability of financing to us and our customers; fuel shortages or high prices for fuel; the success of our manufacturers; general economic conditions in our markets; changes in consumer preferences; competition in our industry; risks related to acquisitions, new store openings and expansion into new markets; our failure to maintain the strength and value of our brands; our ability to manage our inventory; fluctuations in our same store sales; the cyclical and seasonal nature of our business; our dependence on the availability of adequate capital and risks related to our debt; our reliance on our fulfillment and distribution centers; natural disasters, including epidemic outbreaks; risks associated with selling goods manufactured abroad; our dependence on our relationships with third party suppliers and lending institutions; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; risks associated with our private brand offerings; we may incur asset impairment charges for goodwill, intangible assets or other long-lived assets; tax risks; regulatory risks; data privacy and cybersecurity risks; risks related to our intellectual property; the impact of ongoing or future lawsuits against us and certain of our officers and directors; and risks related to our organizational structure.
These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K to be filed for the year ended December 31, 2022 and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. 3
In addition, this press release references projected annualized dividend payments. Future declarations of quarterly dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, receipt of excess tax distributions from CWGS Enterprises, LLC, its business prospects and other factors that Camping World’s Board of Directors may deem relevant.
We intend to use our official Facebook, Twitter, and Instagram accounts, each at the handle @CampingWorld, as well as the investor page of our website, investor.campingworld.com, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD. The information we post through these social media channels and on our investor webpage may be deemed material. Accordingly, investors should subscribe to these accounts and our investor alerts, in addition to following our press releases, SEC filings, public conference calls and webcasts. These social media channels may be updated from time to time.
4
Camping World Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In Thousands Except Per Share Amounts)
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| | 2022 | **** | 2021 | **** | 2022 | **** | 2021 | ||||
| Revenue: | | | | | | | | | | | |
| Good Sam Services and Plans | $ | 47,624 | | $ | 46,368 | | $ | 192,128 | | $ | 180,722 |
| RV and Outdoor Retail | | | | | | | | | | | |
| New vehicles | | 481,754 | | | 554,397 | | | 3,228,077 | | | 3,299,454 |
| Used vehicles | | 392,623 | | | 412,273 | | | 1,877,601 | | | 1,686,217 |
| Products, service and other | | 237,300 | | | 238,236 | | | 999,214 | | | 1,100,942 |
| Finance and insurance, net | | 109,535 | | | 114,757 | | | 623,456 | | | 598,475 |
| Good Sam Club | | 11,467 | | | 11,561 | | | 46,537 | | | 47,944 |
| Subtotal | | 1,232,679 | | | 1,331,224 | | | 6,774,885 | | | 6,733,032 |
| Total revenue | | 1,280,303 | | | 1,377,592 | | | 6,967,013 | | | 6,913,754 |
| Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | | | | | | | | | | | |
| Good Sam Services and Plans | | 17,434 | | | 19,636 | | | 71,966 | | | 72,877 |
| RV and Outdoor Retail | | | | | | | | | | | |
| New vehicles | | 404,616 | | | 409,272 | | | 2,576,276 | | | 2,423,478 |
| Used vehicles | | 302,177 | | | 312,920 | | | 1,418,053 | | | 1,247,794 |
| Products, service and other | | 163,330 | | | 149,532 | | | 631,010 | | | 706,074 |
| Good Sam Club | | 1,145 | | | 1,617 | | | 7,424 | | | 7,203 |
| Subtotal | | 871,268 | | | 873,341 | | | 4,632,763 | | | 4,384,549 |
| Total costs applicable to revenue | | 888,702 | | | 892,977 | | | 4,704,729 | | | 4,457,426 |
| | | | | | | | | | | | |
| Gross profit: | | | | | | | | | | | |
| Good Sam Services and Plans | | 30,190 | | | 26,732 | | | 120,162 | | | 107,845 |
| RV and Outdoor Retail | | | | | | | | | | | |
| New vehicles | | 77,138 | | | 145,125 | | | 651,801 | | | 875,976 |
| Used vehicles | | 90,446 | | | 99,353 | | | 459,548 | | | 438,423 |
| Products, service and other | | 73,970 | | | 88,704 | | | 368,204 | | | 394,868 |
| Finance and insurance, net | | 109,535 | | | 114,757 | | | 623,456 | | | 598,475 |
| Good Sam Club | | 10,322 | | | 9,944 | | | 39,113 | | | 40,741 |
| Subtotal | | 361,411 | | | 457,883 | | | 2,142,122 | | | 2,348,483 |
| Total gross profit | | 391,601 | | | 484,615 | | | 2,262,284 | | | 2,456,328 |
| | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | |
| Selling, general, and administrative | | 361,444 | | | 379,941 | | | 1,606,984 | | | 1,573,609 |
| Debt restructure expense | | — | | | 3,023 | | | — | | | 12,078 |
| Depreciation and amortization | | 18,935 | | | 17,121 | | | 80,304 | | | 66,418 |
| Long-lived asset impairment | | 726 | | | 1,646 | | | 4,231 | | | 3,044 |
| Lease termination | | 492 | | | 126 | | | 1,614 | | | 2,211 |
| Loss (gain) on sale or disposal of assets | | 232 | | | (583) | | | 622 | | | (576) |
| Total operating expenses | | 381,829 | | | 401,274 | | | 1,693,755 | | | 1,656,784 |
| Income from operations | | 9,772 | | | 83,341 | | | 568,529 | | | 799,544 |
| Other expense: | | | | | | | | | | | |
| Floor plan interest expense | | (17,548) | | | (4,222) | | | (42,031) | | | (14,108) |
| Other interest expense, net | | (25,983) | | | (11,650) | | | (75,745) | | | (46,912) |
| Loss on debt restructure | | — | | | — | | | — | | | (1,390) |
| Tax Receivable Agreement liability adjustment | | 114 | | | 707 | | | 114 | | | (2,813) |
| Other expense, net | | (280) | | | (45) | | | (752) | | | (122) |
| Total other expense | | (43,697) | | | (15,210) | | | (118,414) | | | (65,345) |
| (Loss) income before income taxes | | (33,925) | | | 68,131 | | | 450,115 | | | 734,199 |
| Income tax expense | | (23,276) | | | (8,865) | | | (99,084) | | | (92,124) |
| Net (loss) income | | (57,201) | | | 59,266 | | | 351,031 | | | 642,075 |
| Less: net (loss) income attributable to non-controlling interests | | 23,981 | | | (32,018) | | | (214,084) | | | (363,614) |
| Net (loss) income attributable to Camping World Holdings, Inc. | $ | (33,220) | | $ | 27,248 | | $ | 136,947 | | $ | 278,461 |
| | | | | | | | | | | | |
| (Loss) earnings per share of Class A common stock: | | | | | | | | | | | |
| Basic | $ | (0.79) | | $ | 0.61 | | $ | 3.23 | | $ | 6.19 |
| Diluted | $ | (0.79) | | $ | 0.54 | | $ | 3.22 | | $ | 6.07 |
| Weighted average shares of Class A common stock outstanding: | | | | | | | | | | | |
| Basic | | 42,287 | | | 44,820 | | | 42,386 | | | 45,009 |
| Diluted | | 42,287 | | | 88,566 | | | 42,854 | | | 89,762 |
5
Camping World Holdings, Inc. and Subsidiaries
Supplemental Data
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | | Increase | | | Percent | ||||||
| | | 2022 | 2021 | (decrease) | | Change | |||||||
| Unit sales | | | | | | | | | | ||||
| New vehicles | | | 10,389 | | | 11,415 | | | (1,026) | | | | (9.0%) |
| Used vehicles | | | 10,334 | | | 10,669 | | | (335) | | | | (3.1%) |
| Total | | | 20,723 | | | 22,084 | | | (1,361) | | | | (6.2%) |
| | | | | | | | | | | | | | |
| Average selling price | | | | | | | | | | | | | |
| New vehicles | | $ | 46,372 | | $ | 48,567 | | $ | (2,196) | | | | (4.5%) |
| Used vehicles | | $ | 37,993 | | $ | 38,642 | | $ | (649) | | | | (1.7%) |
| | | | | | | | | | | | | | |
| Same store unit sales^(1)^ | | | | | | | | | | | | | |
| New vehicles | | | 9,244 | | | 10,759 | | | (1,515) | | | | (14.1%) |
| Used vehicles | | | 9,271 | | | 10,036 | | | (765) | | | | (7.6%) |
| Total | | | 18,515 | | | 20,795 | | | (2,280) | | | | (11.0%) |
| | | | | | | | | | | | | | |
| Same store revenue^(1)^ ($ in 000's) | | | | | | | | | | | | | |
| New vehicles | | $ | 429,983 | | $ | 521,884 | | $ | (91,901) | | | | (17.6%) |
| Used vehicles | | | 353,130 | | | 389,308 | | | (36,178) | | | | (9.3%) |
| Products, service and other | | | 143,682 | | | 147,133 | | | (3,451) | | | | (2.3%) |
| Finance and insurance, net | | | 98,335 | | | 107,752 | | | (9,417) | | | | (8.7%) |
| Total | | $ | 1,025,130 | | $ | 1,166,077 | | $ | (140,947) | | | | (12.1%) |
| | | | | | | | | | | | | | |
| Average gross profit per unit | | | | | | | | | | | | | |
| New vehicles | | $ | 7,425 | | $ | 12,714 | | $ | (5,289) | | | | (41.6%) |
| Used vehicles | | $ | 8,752 | | | 9,312 | | $ | (560) | | | | (6.0%) |
| Finance and insurance, net per vehicle unit | | $ | 5,286 | | | 5,196 | | $ | 89 | | | | 1.7% |
| Total vehicle front-end yield^(2)^ | | $ | 13,373 | | | 16,267 | | $ | (2,894) | | | | (17.8%) |
| | | | | | | | | | | | | | |
| Gross margin | | | | | | | | | | | | | |
| Good Sam Services and Plans | | | 63.4% | | | 57.7% | | | 574 | bps | | | |
| New vehicles | | | 16.0% | | | 26.2% | | | (1,017) | bps | | | |
| Used vehicles | | | 23.0% | | | 24.1% | | | (106) | bps | | | |
| Products, service and other | | | 31.2% | | | 37.2% | | | (606) | bps | | | |
| Finance and insurance, net | | | 100.0% | | | 100.0% | | | unch. | bps | | | |
| Good Sam Club | | | 90.0% | | | 86.0% | | | 400 | bps | | | |
| Subtotal RV and Outdoor Retail | | | 29.3% | | | 34.4% | | | (508) | bps | | | |
| Total gross margin | | | 30.6% | | | 35.2% | | | (459) | bps | | | |
| | | | | | | | | | | | | | |
| Inventories ($ in 000's) | | | | | | | | | | | | | |
| New vehicles | | $ | 1,411,016 | | $ | 1,108,836 | | $ | 302,180 | | | | 27.3% |
| Used vehicles | | | 464,311 | | | 406,398 | | | 57,913 | | | | 14.3% |
| Products, parts, accessories and misc. | | | 247,906 | | | 277,631 | | | (29,725) | | | | (10.7%) |
| Total RV and Outdoor Retail inventories | | $ | 2,123,233 | | $ | 1,792,865 | | $ | 330,368 | | | | 18.4% |
| | | | | | | | | | | | | | |
| Vehicle inventory per location ($ in 000's) | | | | | | | | | | | | | |
| New vehicle inventory per dealer location | | $ | 7,466 | | $ | 6,336 | | $ | 1,129 | | | | 17.8% |
| Used vehicle inventory per dealer location | | $ | 2,457 | | $ | 2,322 | | $ | 134 | | | | 5.8% |
| | | | | | | | | | | | | | |
| Vehicle inventory turnover^(3)^ | | | | | | | | | | | | | |
| New vehicle inventory turnover | | | 1.9 | | | 3.0 | | | (1.1) | | | | (36.4%) |
| Used vehicle inventory turnover | | | 3.4 | | | 4.0 | | | (0.6) | | | | (15.2%) |
| | | | | | | | | | | | | | |
| Retail locations | | | | | | | | | | | | | |
| RV dealerships | | | 189 | | | 175 | | | 14 | | | | 8.0% |
| RV service & retail centers | | | 7 | | | 10 | | | (3) | | | | (30.0%) |
| Subtotal | | | 196 | | | 185 | | | 11 | | | | 5.9% |
| Other retail stores | | | 1 | | | 2 | | | (1) | | | | (50.0%) |
| Total | | | 197 | | | 187 | | | 10 | | | | 5.3% |
| | | | | | | | | | | | | | |
| Other data | | | | | | | | | | | | | |
| Active Customers^(4)^ | | | 5,265,939 | | | 5,452,287 | | | (186,348) | | | | (3.4%) |
| Good Sam Club members | | | 2,026,215 | | | 2,124,284 | | | (98,069) | | | | (4.6%) |
| Service bays ^(5)^ | | | 2,693 | | | 2,575 | | | 118 | | | | 4.6% |
| Finance and insurance gross profit as a % of total vehicle revenue | | | 12.5% | | | 11.9% | | | 66 | bps | | | n/a |
| Same store locations | | | 166 | | | n/a | | | n/a | | | | n/a |
6
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | Increase | | | Percent | ||||||
| | | 2022 | 2021 | (decrease) | | Change | |||||||
| Unit sales | | | | | | | | | | ||||
| New vehicles | | | 70,429 | | | 77,777 | | | (7,348) | | | | (9.4%) |
| Used vehicles | | | 51,325 | | | 48,938 | | | 2,387 | | | | 4.9% |
| Total | | | 121,754 | | | 126,715 | | | (4,961) | | | | (3.9%) |
| | | | | | | | | | | | | | |
| Average selling price | | | | | | | | | | | | | |
| New vehicles | | $ | 45,834 | | $ | 42,422 | | $ | 3,413 | | | | 8.0% |
| Used vehicles | | $ | 36,583 | | $ | 34,456 | | $ | 2,126 | | | | 6.2% |
| | | | | | | | | | | | | | |
| Same store unit sales^(1)^ | | | | | | | | | | | | | |
| New vehicles | | | 64,075 | | | 74,195 | | | (10,120) | | | | (13.6%) |
| Used vehicles | | | 46,941 | | | 46,906 | | | 35 | | | | 0.1% |
| Total | | | 111,016 | | | 121,101 | | | (10,085) | | | | (8.3%) |
| | | | | | | | | | | | | | |
| Same store revenue^(1)^ ($ in 000's) | | | | | | | | | | | | | |
| New vehicles | | $ | 2,953,314 | | $ | 3,150,002 | | $ | (196,688) | | | | (6.2%) |
| Used vehicles | | | 1,732,361 | | | 1,621,953 | | | 110,408 | | | | 6.8% |
| Products, service and other | | | 667,442 | | | 771,564 | | | (104,122) | | | | (13.5%) |
| Finance and insurance, net | | | 572,857 | | | 573,293 | | | (436) | | | | (0.1%) |
| Total | | $ | 5,925,974 | | $ | 6,116,812 | | $ | (190,838) | | | | (3.1%) |
| | | | | | | | | | | | | | |
| Average gross profit per unit | | | | | | | | | | | | | |
| New vehicles | | $ | 9,255 | | $ | 11,263 | | $ | (2,008) | | | | (17.8%) |
| Used vehicles | | | 8,954 | | | 8,959 | | | (5) | | | | (0.1%) |
| Finance and insurance, net per vehicle unit | | | 5,121 | | | 4,723 | | | 398 | | | | 8.4% |
| Total vehicle front-end yield^(2)^ | | | 14,248 | | | 15,096 | | | (847) | | | | (5.6%) |
| | | | | | | | | | | | | | |
| Gross margin | | | | | | | | | | | | | |
| Good Sam Services and Plans | | | 62.5% | | | 59.7% | | | 287 | bps | | | |
| New vehicles | | | 20.2% | | | 26.5% | | | (636) | bps | | | |
| Used vehicles | | | 24.5% | | | 26.0% | | | (153) | bps | | | |
| Products, service and other | | | 36.8% | | | 35.9% | | | 98 | bps | | | |
| Finance and insurance, net | | | 100.0% | | | 100.0% | | | unch. | bps | | | |
| Good Sam Club | | | 84.0% | | | 85.0% | | | (93) | bps | | | |
| Subtotal RV and Outdoor Retail | | | 31.6% | | | 34.9% | | | (326) | bps | | | |
| Total gross margin | | | 32.5% | | | 35.5% | | | (306) | bps | | | |
| | | | | | | | | | | | | | |
| Inventories ($ in 000's) | | | | | | | | | | | | | |
| New vehicles | | $ | 1,411,016 | | $ | 1,108,836 | | $ | 302,180 | | | | 27.3% |
| Used vehicles | | | 464,311 | | | 406,398 | | | 57,913 | | | | 14.3% |
| Products, parts, accessories and misc. | | | 247,906 | | | 277,631 | | | (29,725) | | | | (10.7%) |
| Total RV and Outdoor Retail inventories | | $ | 2,123,233 | | $ | 1,792,865 | | $ | 330,368 | | | | 18.4% |
| | | | | | | | | | | | | | |
| Vehicle inventory per location ($ in 000's) | | | | | | | | | | | | | |
| New vehicle inventory per dealer location | | $ | 7,466 | | $ | 6,336 | | $ | 1,129 | | | | 17.8% |
| Used vehicle inventory per dealer location | | $ | 2,457 | | $ | 2,322 | | $ | 134 | | | | 5.8% |
| | | | | | | | | | | | | | |
| Vehicle inventory turnover^(3)^ | | | | | | | | | | | | | |
| New vehicle inventory turnover | | | 1.9 | | | 3.0 | | | (1.1) | | | | (36.4%) |
| Used vehicle inventory turnover | | | 3.4 | | | 4.0 | | | (0.6) | | | | (15.2%) |
| | | | | | | | | | | | | | |
| Retail locations | | | | | | | | | | | | | |
| RV dealerships | | | 189 | | | 175 | | | 14 | | | | 8.0% |
| RV service & retail centers | | | 7 | | | 10 | | | (3) | | | | (30.0%) |
| Subtotal | | | 196 | | | 185 | | | 11 | | | | 5.9% |
| Other retail stores | | | 1 | | | 2 | | | (1) | | | | (50.0%) |
| Total | | | 197 | | | 187 | | | 10 | | | | 5.3% |
| | | | | | | | | | | | | | |
| Other data | | | | | | | | | | | | | |
| Active Customers^(4)^ | | | 5,265,939 | | | 5,452,287 | | | (186,348) | | | | (3.4%) |
| Good Sam Club members | | | 2,026,215 | | | 2,124,284 | | | (98,069) | | | | (4.6%) |
| Service bays ^(5)^ | | | 2,693 | | | 2,575 | | | 118 | | | | 4.6% |
| Finance and insurance gross profit as a % of total vehicle revenue | | | 12.2% | | | 12.0% | | | 21 | bps | | | n/a |
| Same store locations | | | 166 | | | n/a | | | n/a | | | | n/a |
^(1)^ Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.
^(2)^ Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.
^(3)^Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.
^(4)^An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.
^(5)^ A service bay is a fully-constructed bay dedicated to service, installation, and/or collision offerings. 7
Camping World Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
(In Thousands Except Share and Per Share Amounts)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | **** | 2022 | **** | 2021 | ||
| Assets | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 130,131 | | $ | 267,332 |
| Contracts in transit | | | 50,349 | | | 57,741 |
| Accounts receivable, net | | | 112,411 | | | 101,644 |
| Inventories | | | 2,123,858 | | | 1,792,865 |
| Prepaid expenses and other assets | | | 66,913 | | | 64,295 |
| Total current assets | | | 2,483,662 | | | 2,283,877 |
| Property and equipment, net | | | 758,281 | | | 599,324 |
| Operating lease assets | | | 742,306 | | | 750,876 |
| Deferred tax assets, net | | | 143,226 | | | 199,321 |
| Intangible assets, net | | | 20,945 | | | 30,970 |
| Goodwill | | | 622,423 | | | 483,634 |
| Other assets | | | 29,304 | | | 24,927 |
| Total assets | | $ | 4,800,147 | | $ | 4,372,929 |
| Liabilities and stockholders' equity | | | | | | |
| Current liabilities: | | | | | | |
| Accounts payable | | $ | 127,691 | | $ | 136,757 |
| Accrued liabilities | | | 147,833 | | | 189,595 |
| Deferred revenues | | | 95,695 | | | 95,467 |
| Current portion of operating lease liabilities | | | 61,745 | | | 62,217 |
| Current portion of finance lease liabilities | | | 10,244 | | | 4,964 |
| Current portion of Tax Receivable Agreement liability | | | 10,873 | | | 11,322 |
| Current portion of long-term debt | | | 25,229 | | | 15,822 |
| Notes payable – floor plan, net | | | 1,319,941 | | | 1,011,345 |
| Other current liabilities | | | 73,076 | | | 70,834 |
| Total current liabilities | | | 1,872,327 | | | 1,598,323 |
| Operating lease liabilities, net of current portion | | | 764,835 | | | 774,889 |
| Finance lease liabilities, net of current portion | | | 94,216 | | | 74,752 |
| Tax Receivable Agreement liability, net of current portion | | | 159,743 | | | 171,073 |
| Revolving line of credit | | | 20,885 | | | 20,885 |
| Long-term debt, net of current portion | | | 1,484,416 | | | 1,377,751 |
| Deferred revenues | | | 70,247 | | | 69,024 |
| Other long-term liabilities | | | 85,792 | | | 52,338 |
| Total liabilities | | | 4,552,461 | | | 4,139,035 |
| Commitments and contingencies | | | | | | |
| Stockholders' equity: | | | | | | |
| Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021 | | | — | | | — |
| Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 47,571,087 issued and 42,440,940 outstanding as of December 31, 2022 and 47,805,259 issued and 44,130,956 outstanding as of December 31, 2021 | | | 476 | | | 475 |
| Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 41,466,964 issued and outstanding as of December 31, 2022; 69,066,445 issued and 41,466,964 outstanding as of December 31, 2021 | | | 4 | | | 4 |
| Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of December 31, 2022 and 2021 | | | — | | | — |
| Additional paid-in capital | | | 106,051 | | | 98,113 |
| Treasury stock, at cost; 5,130,147 and 3,390,131 shares as of December 31, 2022 and 2021, respectively | | | (179,732) | | | (130,006) |
| Retained earnings | | | 221,031 | | | 189,471 |
| Total stockholders' equity attributable to Camping World Holdings, Inc. | | | 147,830 | | | 158,057 |
| Non-controlling interests | | | 99,856 | | | 75,837 |
| Total stockholders' equity | | | 247,686 | | | 233,894 |
| Total liabilities and stockholders' equity | | $ | 4,800,147 | | $ | 4,372,929 |
8
Camping World Holdings, Inc. and Subsidiaries
Summary of Consolidated Statements of Cash Flows (unaudited)
(In Thousands)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||
| | 2022 | 2021 | ||||
| | | | | | | |
| Net cash provided by operating activities | | $ | 189,783 | | $ | 154,004 |
| | | | | | | |
| Investing activities | | | | | | |
| Purchases of property and equipment | | | (154,926) | | | (118,657) |
| Proceeds from sale of property and equipment | | | 1,623 | | | 2,199 |
| Purchase of real property | | | (55,666) | | | (129,154) |
| Proceeds from the sale of real property | | | 7,352 | | | 3,635 |
| Purchases of businesses, net of cash acquired | | | (217,034) | | | (100,117) |
| Purchase of other investments | | | (3,000) | | | (7,983) |
| Purchases of intangible assets | | | (884) | | | (5,695) |
| Net cash used in investing activities | | | (422,535) | | | (355,772) |
| | | | | | | |
| Financing activities | | | | | | |
| Proceeds from long-term debt | | | 127,759 | | | 430,698 |
| Payments on long-term debt | | | (12,322) | | | (177,948) |
| Net proceeds on notes payable – floor plan, net | | | 314,061 | | | 487,946 |
| Borrowings on revolving line of credit | | | — | | | 20,000 |
| Payments on revolving line of credit | | | — | | | (20,000) |
| Proceeds from landlord funded construction on finance leases | | | 6,028 | | | — |
| Payments on finance leases | | | (5,977) | | | (2,871) |
| Proceeds from sale-leaseback arrangement | | | 27,951 | | | — |
| Payments on sale-leaseback arrangement | | | (132) | | | — |
| Payment of debt issuance costs | | | (3,181) | | | (1,925) |
| Dividends on Class A common stock | | | (105,387) | | | (67,176) |
| Proceeds from exercise of stock options | | | 541 | | | 4,111 |
| RSU shares withheld for tax | | | (11,128) | | | (12,089) |
| Stock award shares withheld for tax | | | — | | | (7,727) |
| Repurchases of Class A common stock to treasury stock | | | (79,757) | | | (156,256) |
| Disgorgement of short-swing profits by Section 16 officer | | | 58 | | | — |
| Distributions to holders of LLC common units | | | (162,963) | | | (193,735) |
| Net cash provided by financing activities | | | 95,551 | | | 303,028 |
| | | | | | | |
| (Decrease) increase in cash and cash equivalents | | | (137,201) | | | 101,260 |
| Cash and cash equivalents at beginning of the period | | | 267,332 | | | 166,072 |
| Cash and cash equivalents at end of the period | | $ | 130,131 | | $ | 267,332 |
9
Comparison of Certain Trends to Pre-COVID-19 Pandemic Periods
Beginning in the fourth quarter of 2021 and continuing through the fourth quarter of 2022, the Company has experienced sequential decreases in new vehicle gross margin, primarily from the higher cost of new vehicles from the lower industry supply of travel trailers and motorhomes for much of 2021. However, fourth quarter 2022 gross margins were higher than the Company experienced in any of the pre-COVID-19 pandemic periods of 2016 to 2019, which we believe are more typical demand environments than during the COVID-19 pandemic.
Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in the fourth quarter of 2022 compared to the pre-COVID-19 pandemic periods of 2016 to 2019. The Company is continuing to execute on its used vehicle strategy, which differentiates it from the competition with proprietary tools, such as the RV Valuator, focus on the development and retention of its service technician team, and investment in its service bay infrastructure.
The following table presents vehicle gross margin and unit sale mix for the three months ended December 31, 2022 and pre-COVID-19 pandemic periods of the three months ended December 31, 2019, 2018, 2017, and 2016 (unaudited):
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | ||||||||
| | | 2022 | | 2019^(1)^ | | 2018^(1)^ | | 2017^(1)^ | | 2016^(1)^ |
| Gross margin | | | | | | | | | | |
| New vehicles | | 16.0% | | 13.1% | | 11.8% | | 14.1% | | 13.4% |
| Used vehicles | | 23.0% | | 19.8% | | 21.4% | | 22.0% | | 21.6% |
| | | | | | | | | | | |
| Unit sales mix | | | | | | | | | | |
| New vehicles | | 50.1% | | 57.3% | | 63.4% | | 66.3% | | 60.0% |
| Used vehicles | | 49.9% | | 42.7% | | 36.6% | | 33.7% | | 40.0% |
^(1)^ These periods were prior to the COVID-19 Pandemic.
(Loss) Earnings Per Share
Basic (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A common stock (unaudited):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | | Year Ended December 31, | ||||||||
| (In thousands except per share amounts) | | 2022 | **** | 2021 | **** | 2022 | **** | 2021 | ||||
| Numerator: | | | | | | | | | | | | |
| Net (loss) income | | $ | (57,201) | | $ | 59,266 | | $ | 351,031 | | $ | 642,075 |
| Less: net income (loss) attributable to non-controlling interests | | | 23,981 | | | (32,018) | | | (214,084) | | | (363,614) |
| Net (loss) income attributable to Camping World Holdings, Inc. — basic | | $ | (33,220) | | $ | 27,248 | | | 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 | | | — | | | 21,001 | | | — | | | 266,381 |
| Net (loss) income attributable to Camping World Holdings, Inc. — diluted | | $ | (33,220) | | $ | 48,249 | | $ | 137,885 | | $ | 544,842 |
| Denominator: | | | | | | | | | | | | |
| Weighted-average shares of Class A common stock outstanding — basic | | | 42,287 | | | 44,820 | | | 42,386 | | | 45,009 |
| Dilutive options to purchase Class A common stock | | | — | | | 127 | | | 56 | | | 150 |
| Dilutive restricted stock units | | | — | | | 1,050 | | | 412 | | | 1,165 |
| Dilutive common units of CWGS, LLC that are convertible into Class A common stock | | | — | | | 42,569 | | | — | | | 43,438 |
| Weighted-average shares of Class A common stock outstanding — diluted | | | 42,287 | | | 88,566 | | | 42,854 | | | 89,762 |
| | | | | | | | | | | | | |
| (Loss) earnings per share of Class A common stock — basic | | $ | (0.79) | | $ | 0.61 | | $ | 3.23 | | $ | 6.19 |
| (Loss) earnings per share of Class A common stock — diluted | | $ | (0.79) | | $ | 0.54 | | $ | 3.22 | | $ | 6.07 |
| | | | | | | | | | | | | |
| Weighted-average anti-dilutive securities excluded from the computation of diluted (loss) earnings per share of Class A common stock: | | | | | | | | | | | | |
| Stock options to purchase Class A common stock | | | 244 | | | — | | | — | | | — |
| Restricted stock units | | | 2,822 | | | — | | | 2,146 | | | 6 |
| Common units of CWGS, LLC that are convertible into Class A common stock | | | 42,045 | | | — | | | 42,045 | | | — |
10
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, TTM Adjusted EBITDA, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss)Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. They should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.
The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
We define “EBITDA” as net (loss) income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, and other unusual or one-time items. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations. 11
The following table reconciles EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and TTM Adjusted EBITDA to the most directly comparable GAAP financial performance measures (unaudited):
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended December 31, | | Year Ended December 31, | ||||||||
| ( in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||
| EBITDA and Adjusted EBITDA: | | | | | | | | | | | |
| Net (loss) income | $ | (57,201) | | $ | 59,266 | | $ | 351,031 | | $ | 642,075 |
| Other interest expense, net | | 25,983 | | | 11,650 | | | 75,745 | | | 46,912 |
| Depreciation and amortization | | 18,935 | | | 17,121 | | | 80,304 | | | 66,418 |
| Income tax expense | | 23,276 | | | 8,865 | | | 99,084 | | | 92,124 |
| Subtotal EBITDA | | 10,993 | | | 96,902 | | | 606,164 | | | 847,529 |
| Long-lived asset impairment (a) | | 726 | | | 1,646 | | | 4,231 | | | 3,044 |
| Lease termination (b) | | 492 | | | 126 | | | 1,614 | | | 2,211 |
| Loss (gain) on sale or disposal of assets, net (c) | | 232 | | | (583) | | | 622 | | | (576) |
| Equity-based compensation (d) | | 6,413 | | | 28,867 | | | 33,847 | | | 47,936 |
| Tax Receivable Agreement liability adjustment (e) | | (114) | | | (707) | | | (114) | | | 2,813 |
| Restructuring costs (f) | | 1,478 | | | 2,262 | | | 7,026 | | | 25,701 |
| Loss and expense on debt restructure (g) | | — | | | 3,023 | | | — | | | 13,468 |
| Adjusted EBITDA | $ | 20,220 | | $ | 131,536 | | $ | 653,390 | | $ | 942,126 |
All values are in US Dollars.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | | Year Ended December 31, | ||||
| (as percentage of total revenue) | | 2022 | 2021 | | 2022 | 2021 | ||
| Adjusted EBITDA margin: | | | | | | | | |
| Net (loss) income margin | | (4.5%) | | 4.3% | | 5.0% | | 9.3% |
| Other interest expense, net | | 2.0% | | 0.8% | | 1.1% | | 0.7% |
| Depreciation and amortization | | 1.5% | | 1.2% | | 1.2% | | 1.0% |
| Income tax expense | | 1.8% | | 0.6% | | 1.4% | | 1.3% |
| Subtotal EBITDA margin | | 0.9% | | 7.0% | | 8.7% | | 12.3% |
| Long-lived asset impairment (a) | | 0.1% | | 0.1% | | 0.1% | | 0.0% |
| Lease termination (b) | | 0.0% | | 0.0% | | 0.0% | | 0.0% |
| Loss (gain) on sale or disposal of assets, net (c) | | 0.0% | | (0.0%) | | 0.0% | | (0.0%) |
| Equity-based compensation (d) | | 0.5% | | 2.1% | | 0.5% | | 0.7% |
| Tax Receivable Agreement liability adjustment (e) | | (0.0%) | | (0.1%) | | (0.0%) | | 0.0% |
| Restructuring costs (f) | | 0.1% | | 0.2% | | 0.1% | | 0.4% |
| Loss and expense on debt restructure (g) | | — | | 0.2% | | — | | 0.2% |
| Adjusted EBITDA margin | | 1.6% | | 9.5% | | 9.4% | | 13.6% |
| (a) | Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which includes locations affected by the 2019 Strategic Shift. | |||||||
| --- | --- | |||||||
| (b) | Represents the loss on the termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. | |||||||
| --- | --- | |||||||
| (c) | Represents an adjustment to eliminate the losses and gains on disposals and sales of various assets. | |||||||
| --- | --- | |||||||
| (d) | Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company. | |||||||
| --- | --- | |||||||
| (e) | Represents an adjustment to eliminate the loss (gain) on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate. | |||||||
| --- | --- | |||||||
| (f) | Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above (see (b) above). | |||||||
| --- | --- | |||||||
| (g) | Represents the loss and expense incurred on debt restructure and financing expenses. For the three months ended December 31, 2021, it comprised of $3.0 million in legal and other expenses related to the existing term loan facility. For the year ended December 31, 2021, it comprised of $0.4 million in extinguishment of the original issue discount, $1.0 million in extinguishment of capitalized finance costs related to the previous term loan facility, and $12.1 million in legal and other expenses related to the existing term loan facility. | |||||||
| --- | --- |
Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. and Adjusted (Loss) Earnings Per Share
We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic” as net (loss) income attributable to Camping World Holdings, Inc. adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, income tax impact from the conversion of certain subsidiaries, including Camping World, Inc., to limited liability companies (“LLC Conversion”), other 12
unusual or one-time items, the income tax expense effect of these adjustments, and the effect of net (loss) income attributable to non-controlling interests from these adjustments.
We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net (loss) income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.
We define “Adjusted (Loss) Earnings Per Share – Basic” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted (Loss) Earnings Per Share – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.
The following table reconciles Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| (In thousands except per share amounts) | 2022 | 2021 | 2022 | 2021 | |||||||
| Numerator: | | | | | | | | | | | |
| Net (loss) income attributable to Camping World Holdings, Inc. | $ | (33,220) | | $ | 27,248 | | $ | 136,947 | | $ | 278,461 |
| Adjustments related to basic calculation: | | | | | | | | | | | |
| Loss and expense on debt restructure (a): | | | | | | | | | | | |
| Gross adjustment | | — | | | 3,023 | | | — | | | 13,468 |
| Income tax expense for above adjustment (b) | | — | | | (394) | | | — | | | (1,770) |
| Long-lived asset impairment (c): | | | | | | | | | | | |
| Gross adjustment | | 726 | | | 1,646 | | | 4,231 | | | 3,044 |
| Income tax expense for above adjustment (b) | | — | | | (24) | | | (99) | | | (24) |
| Lease termination (d): | | | | | | | | | | | |
| Gross adjustment | | 492 | | | 126 | | | 1,614 | | | 2,211 |
| Income tax expense for above adjustment (b) | | — | | | (16) | | | — | | | (54) |
| Loss (gain) on sale or disposal of assets (e): | | | | | | | | | | | |
| Gross adjustment | | 232 | | | (583) | | | 622 | | | (576) |
| Income tax expense for above adjustment (b) | | (31) | | | (1) | | | (46) | | | 4 |
| Equity-based compensation (f): | | | | | | | | | | | |
| Gross adjustment | | 6,413 | | | 28,867 | | | 33,847 | | | 47,936 |
| Income tax expense for above adjustment (b) | | (730) | | | (3,631) | | | (3,810) | | | (5,812) |
| Tax Receivable Agreement liability adjustment (g): | | | | | | | | | | | |
| Gross adjustment | | (114) | | | (707) | | | (114) | | | 2,813 |
| Income tax expense for above adjustment (b) | | 29 | | | 180 | | | 29 | | | (718) |
| Restructuring costs (h) | | | | | | | | | | | |
| Gross adjustment | | 1,478 | | | 2,262 | | | 7,026 | | | 25,701 |
| Income tax expense for above adjustment (b) | | — | | | (14) | | | — | | | (56) |
| Income tax expense impact from LLC conversion (i) | | 28,402 | | | — | | | 28,402 | | | — |
| Adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments (j) | | (12,199) | | | (17,207) | | | (31,065) | | | (44,787) |
| Adjusted net (loss) income attributable to Camping World Holdings, Inc. – basic | | (8,522) | | | 40,775 | | | 177,584 | | | 319,841 |
13
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| (In thousands except per share amounts) | 2022 | 2021 | 2022 | 2021 | |||||||
| Adjustments related to diluted calculation: | | | | | | | | | | | |
| Reallocation of net (loss) income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k) | | — | | | 654 | | | 1,479 | | | — |
| Income tax on reallocation of net (loss) income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l) | | — | | | (197) | | | (405) | | | — |
| Reallocation of net (loss) income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k) | | — | | | — | | | — | | | 408,401 |
| Income tax on reallocation of net (loss) income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l) | | — | | | — | | | — | | | (104,543) |
| Assumed income tax expense of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (m) | | — | | | — | | | — | | | (6,169) |
| Adjusted net (loss) income attributable to Camping World Holdings, Inc. – diluted | $ | (8,522) | | $ | 41,232 | | $ | 178,658 | | $ | 617,530 |
| Denominator: | | | | | | | | | | | |
| Weighted-average Class A common shares outstanding – basic | | 42,287 | | | 44,820 | | | 42,386 | | | 45,009 |
| Adjustments related to diluted calculation: | | | | | | | | | | | |
| Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n) | | — | | | — | | | — | | | 43,438 |
| Dilutive options to purchase Class A common stock (n) | | — | | | 127 | | | 56 | | | 150 |
| Dilutive restricted stock units (n) | | — | | | 1,050 | | | 412 | | | 1,165 |
| Adjusted weighted average Class A common shares outstanding – diluted | | 42,287 | | | 45,997 | | | 42,854 | | | 89,762 |
| | | | | | | | | | | | |
| Adjusted (loss) earnings per share - basic | $ | (0.20) | | $ | 0.91 | | $ | 4.19 | | $ | 7.11 |
| Adjusted (loss) earnings per share - diluted | $ | (0.20) | | $ | 0.90 | | $ | 4.17 | | $ | 6.88 |
| | | | | | | | | | | | |
| Anti-dilutive amounts (o): | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | |
| Reallocation of net (loss) income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k) | $ | (11,782) | | $ | 48,571 | | $ | 243,670 | | $ | — |
| Income tax on reallocation of net (loss) income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l) | $ | (362) | | $ | (14,678) | | $ | (67,150) | | $ | — |
| Assumed income tax benefit of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (m) | $ | 5,816 | | $ | 5,058 | | $ | 12,280 | | $ | — |
| Denominator: | | | | | | | | | | | |
| Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n) | | 42,045 | | | 42,569 | | | 42,045 | | | — |
| Anti-dilutive options to purchase Class A common stock (n) | | 38 | | | — | | | — | | | — |
| Anti-dilutive restricted stock units (n) | | 251 | | | — | | | — | | | — |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Reconciliation of per share amounts: | | | | | | | | | | | |
| (Loss) earnings per share of Class A common stock - basic | $ | (0.79) | | $ | 0.61 | | $ | 3.23 | | $ | 6.19 |
| Non-GAAP Adjustments (p) | | 0.59 | | | 0.30 | | | 0.96 | | | 0.92 |
| Adjusted (loss) earnings per share - basic | $ | (0.20) | | $ | 0.91 | | $ | 4.19 | | $ | 7.11 |
| | | | | | | | | | | | |
| (Loss) earnings per share of Class A common stock - diluted | $ | (0.79) | | $ | 0.54 | | $ | 3.22 | | $ | 6.07 |
| Non-GAAP Adjustments (p) | | 0.59 | | | 0.30 | | | 0.96 | | | 0.92 |
| Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (q) | | — | | | 0.06 | | | — | | | (0.10) |
| Dilutive options to purchase Class A common stock and/or restricted stock units (q) | | — | | | — | | | (0.01) | | | (0.01) |
| Adjusted (loss) earnings per share - diluted | $ | (0.20) | | $ | 0.90 | | $ | 4.17 | | $ | 6.88 |
| (a) | Represents the loss and expense incurred on debt restructure and financing expenses. For the three months ended December 31, 2021, it comprised of $3.0 million in legal and other expenses related to the existing term loan facility. For the year ended December 31, 2021, it comprised of $0.4 million in extinguishment of the original issue discount, $1.0 million in extinguishment of capitalized finance costs related to the previous term loan facility, and $12.1 million in legal and other expenses related to the existing term loan facility. |
|---|---|
| (b) | Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses an effective tax rate of between 25.4% and 25.5% for the adjustments for the 2022 and 2021 periods, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric. |
| --- | --- |
| (c) | Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which includes locations affected by the |
| --- | --- |
2019 Strategic Shift.
| (d) | Represents the loss on termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities. |
|---|---|
| (e) | Represents an adjustment to eliminate the gains and losses on disposals and sales of various assets. |
| --- | --- |
| (f) | Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company. |
| --- | --- |
14
| (g) | Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate. |
|---|---|
| (h) | Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include other associated costs. These costs exclude lease termination costs, which are presented separately above (see (d) above). |
| --- | --- |
| (i) | For the three months and year ended December 31, 2022, the Company recognized $28.4 million of income tax expense relating to the LLC Conversion. This income tax expense was primarily from the write-off of deferred tax assets. |
| --- | --- |
| (j) | Represents the adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments that impact the net (loss) income of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 49.9% and 48.7% for the three months ended December 31, 2022 and 2021, respectively, and 49.8% and 49.1% for the year ended December 31, 2022 and 2021, respectively. |
| --- | --- |
| (k) | Represents the reallocation of net (loss) income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC. |
| --- | --- |
| (l) | Represents the income tax expense effect of the above adjustment for reallocation of net (loss) income attributable to non-controlling interests. This assumption uses an effective tax rate of between 25.4% and 25.5% for the adjustments for 2022 and 2021. |
| --- | --- |
| (m) | Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries of CWGS, LLC. However, for the three months and the year ended December 31, 2021, this adjustment included the reversal of the $0.7 million benefit and $15.2 million benefit, respectively, from changes in the valuation allowance for Camping World, Inc. Subsequent to the redemption of all common units in CWGS, LLC and prior to the LLC Conversion, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of between 25.4% and 25.5% during the 2022 and 2021 periods for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts. The $0.7 million and $15.2 million releases of valuation allowance during the three months and the year ended December 31, 2021, respectively, were considered to be reversed and excluded from adjusted net income attributable to Camping World Holdings, Inc. – diluted for purposes of this calculation. Beginning in 2023, these C-corporation losses will offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022. |
| --- | --- |
| (n) | Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC. |
| --- | --- |
| (o) | The below amounts have not been considered in our adjusted (loss) earnings per share – diluted amounts as the effect of these items are anti-dilutive. |
| --- | --- |
| (p) | Represents the per share impact of the Non-GAAP adjustments to net (loss) income detailed above (see (a) through (i) above). |
| --- | --- |
| (q) | Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP (loss) earnings per share calculations. |
| --- | --- |
Our “Up-C” corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure. There can be a significant fluctuation in the numerator and denominator for the calculation of our adjusted (loss) earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period. To improve comparability of our financial results, users of our financial statements may find it useful to review our (loss) earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (o) above).
Contacts
Investors:
Brett Andress
InvestorRelations@campingworld.com
Media Outlets: PR-CWGS@CampingWorld.com 15