Camping World Holdings, Inc. Reports Fourth Quarter 2023 Results, Returns to Positive New Vehicle Unit Volume Growth, Continues Acquisition Pace, Committed to Delivering Unit Volume, Market Share, and Strong Earnings Growth in 2024
Full Year-over-Year Operating Highlights
-
Revenue was
$6.2 billion , a decrease of$740.5 million , or 10.6%. -
Used vehicle revenue was a record
$2.0 billion , an increase of$102.0 million , or 5.4%, and used vehicle unit sales were a record 56,823 units, an increase of 5,498 units, or 10.7%. -
New vehicle revenue was
$2.6 billion , a decline of$651.8 million , or 20.2%, and new vehicle unit sales were 58,731 units, a decrease of 11,698 units, or 16.6%. - Average selling price of new and used vehicles declined 4.3% and 4.8%, respectively.
- Same store used vehicle unit sales increased 5.0%, and same store new vehicle unit sales decreased 22.1%.
-
Products, services and other revenue was
$870.0 million , a decline of$129.2 million , or 12.9%, driven largely by lower demand and lower stocking levels of lifestyle and activities, and design and home products, as well as decreases in our direct to manufacturer RV furniture revenues due to RV manufacturer production slowdowns and discounting and discontinuation of certain product categories related to our Active Sports Restructuring. -
Gross profit was
$1.9 billion , a decrease of$383.6 million , or 17.0%. Total gross margin was 30.2%, a decrease of 230 basis points. The decrease in gross profit and gross margin was driven largely by the decrease in average selling price of new and used vehicles and gross profit was further impacted by the decrease in combined RV unit sales and the related decrease in finance and insurance, net. This decrease was partially offset by the$14.3 million increase in gross profit and 682 basis point increase in gross margin of the Good Sam Services and Plans segment. -
Selling, general and administrative expenses were
$1.5 billion , a decrease of$68.0 million , or 4.2%, primarily due to approximately$49.2 million of reduced advertising expenses and$35.1 million of reduced variable compensation costs, partially offset by incremental costs related to the net six additional store locations added during the year endedDecember 31, 2023 . -
Floor plan interest expense was
$83.1 million , an increase of$41.0 million , or 97.7%, and other interest expense, net was$135.3 million , an increase of$59.5 million , or 78.6%. These increases were primarily as a result of the rise in interest rates. -
Net income was
$50.6 million , a decrease of$300.4 million , or 85.6%. -
Diluted earnings per share of Class A common stock was
$0.55 in 2023 versus diluted earnings per share of Class A common stock of$3.22 in 2022. Adjusted earnings per share - diluted(1) of Class A common stock was$0.81 in 2023 versus adjusted earnings per share – diluted(1) of Class A common stock of$4.17 in 2022. -
Adjusted EBITDA(1) was
$286.2 million , a decrease of$367.2 million , or 56.2%. -
New and used vehicle inventories were
$1.8 billion , a decrease of$32.1 million . -
The Company paid an annualized cash dividend of
$1.50 per share of Class A common stock, a decrease of$1.00 per share of Class A common stock.
Fourth Quarter-over-Quarter Operating Highlights
-
Revenue was
$1.1 billion for the fourth quarter, a decrease of$171.0 million , or 13.4%. -
Used vehicle revenue was
$321.7 million for the fourth quarter, a decrease of$70.9 million , or 18.1%, and used vehicle unit sales were 9,492 units, a decrease of 842 units, or 8.1%. -
New vehicle revenue was
$449.4 million for the fourth quarter, a decline of$32.3 million , or 6.7%, and new vehicle unit sales were 10,717 units, an increase of 328 units, or 3.2%. - Average selling price of new and used vehicles declined 9.6% and 10.8%, respectively, during the fourth quarter. As the procurement prices of model year 2024 new vehicles declined compared to model years 2022 and 2023, the Company actively discounted certain used vehicles and certain pre-2024 model year new vehicles during the fourth quarter to reduce inventory levels of aged vehicles.
- Same store used vehicle unit sales decreased 11.2% for the fourth quarter, and same store new vehicle unit sales decreased 2.2%.
-
Products, services and other revenue was
$179.0 million , a decline of$58.3 million , or 24.6%, driven largely by lower demand and lower stocking levels of lifestyle and activities, and design and home products, as well as discounting and discontinuation of certain product categories related to our Active Sports Restructuring. -
Gross profit was
$343.4 million , a decrease of$48.2 million , or 12.3%. Total gross margin was 31.0%, an increase of 37 basis points. The decrease in gross profit was driven largely by the new and used vehicle discounting as discussed above. -
Selling, general and administrative expenses were
$337.1 million , a decrease of$24.4 million , or 6.7%, primarily as a result of our efforts to reduce expenses. -
Floor plan interest expense was
$21.8 million , an increase of$4.2 million , or 24.1%, and other interest expense, net was$35.4 million , an increase of$9.4 million , or 36.2%. These increases were primarily as a result of the rise in interest rates. -
Net loss was
$49.9 million , a decrease of$7.3 million , or 12.7%. -
Diluted loss per share of Class A common stock was
$0.49 in 2023 versus diluted loss per share of Class A common stock of$0.79 in 2022. Adjusted loss per share - diluted(1) of Class A common stock was$0.47 in 2023 versus adjusted loss per share – diluted(1) of Class A common stock of$0.20 in 2022. -
Adjusted EBITDA(1) was a negative
$8.9 million , a decrease of$29.1 million , or 144.1%.
________________
(1) |
Adjusted earnings (loss) 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 2023 financial results and 2024 outlook is scheduled for
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
About
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 expectations regarding new and used vehicle unit volume trends, our ability to deliver unit volume and increased market share, macroeconomic and industry trends, dividend payments and capital allocation, our business plans and goals, the Company’s acquisition pipeline and plans, and future financial results, including anticipated earnings growth and gross margin outlook for 2024. 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: general economic conditions, including inflation and interest rates; the availability of financing to us and our customers; fuel shortages, high prices for fuel or changes in energy sources; the success of our manufacturers; changes in consumer preferences; risks related to our strategic review of our Good Sam business; 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; risks related to COVID-19; our ability to execute and achieve the expected benefits of our cost cutting or restructuring initiatives; our reliance on our fulfillment and distribution centers; natural disasters, including epidemic outbreaks; our dependence on our relationships with third party suppliers and lending institutions; risks associated with selling goods manufactured abroad; 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; risks related to climate change and other environmental, social and governance matters; 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 for the year ended
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
We intend to use our official Facebook, X (formerly known as 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,
|
||||||||||||||||
Consolidated Statements of Operations (unaudited) |
||||||||||||||||
(In Thousands Except Per Share Amounts) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
Year Ended |
||||||||||||
|
|
|
|
|
||||||||||||
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Good Sam Services and Plans |
|
$ |
46,533 |
|
|
$ |
47,624 |
|
|
$ |
193,827 |
|
|
$ |
192,128 |
|
RV and Outdoor Retail |
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
|
449,416 |
|
|
|
481,754 |
|
|
|
2,576,278 |
|
|
|
3,228,077 |
|
Used vehicles |
|
|
321,697 |
|
|
|
392,623 |
|
|
|
1,979,632 |
|
|
|
1,877,601 |
|
Products, service and other |
|
|
179,008 |
|
|
|
237,300 |
|
|
|
870,038 |
|
|
|
999,214 |
|
Finance and insurance, net |
|
|
101,920 |
|
|
|
109,535 |
|
|
|
562,256 |
|
|
|
623,456 |
|
|
|
|
10,759 |
|
|
|
11,467 |
|
|
|
44,516 |
|
|
|
46,537 |
|
Subtotal |
|
|
1,062,800 |
|
|
|
1,232,679 |
|
|
|
6,032,720 |
|
|
|
6,774,885 |
|
Total revenue |
|
|
1,109,333 |
|
|
|
1,280,303 |
|
|
|
6,226,547 |
|
|
|
6,967,013 |
|
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Good Sam Services and Plans |
|
|
15,547 |
|
|
|
17,434 |
|
|
|
59,391 |
|
|
|
71,966 |
|
RV and Outdoor Retail |
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
|
364,421 |
|
|
|
404,616 |
|
|
|
2,175,819 |
|
|
|
2,576,276 |
|
Used vehicles |
|
|
273,277 |
|
|
|
302,177 |
|
|
|
1,574,238 |
|
|
|
1,418,053 |
|
Products, service and other |
|
|
111,588 |
|
|
|
163,330 |
|
|
|
533,625 |
|
|
|
631,010 |
|
|
|
|
1,059 |
|
|
|
1,145 |
|
|
|
4,825 |
|
|
|
7,424 |
|
Subtotal |
|
|
750,345 |
|
|
|
871,268 |
|
|
|
4,288,507 |
|
|
|
4,632,763 |
|
Total costs applicable to revenue |
|
|
765,892 |
|
|
|
888,702 |
|
|
|
4,347,898 |
|
|
|
4,704,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit (exclusive of depreciation and amortization shown separately below): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Good Sam Services and Plans |
|
|
30,986 |
|
|
|
30,190 |
|
|
|
134,436 |
|
|
|
120,162 |
|
RV and Outdoor Retail: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
|
84,995 |
|
|
|
77,138 |
|
|
|
400,459 |
|
|
|
651,801 |
|
Used vehicles |
|
|
48,420 |
|
|
|
90,446 |
|
|
|
405,394 |
|
|
|
459,548 |
|
Products, service and other |
|
|
67,420 |
|
|
|
73,970 |
|
|
|
336,413 |
|
|
|
368,204 |
|
Finance and insurance, net |
|
|
101,920 |
|
|
|
109,535 |
|
|
|
562,256 |
|
|
|
623,456 |
|
|
|
|
9,700 |
|
|
|
10,322 |
|
|
|
39,691 |
|
|
|
39,113 |
|
Subtotal |
|
|
312,455 |
|
|
|
361,411 |
|
|
|
1,744,213 |
|
|
|
2,142,122 |
|
Total gross profit |
|
|
343,441 |
|
|
|
391,601 |
|
|
|
1,878,649 |
|
|
|
2,262,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative |
|
|
337,087 |
|
|
|
361,444 |
|
|
|
1,538,988 |
|
|
|
1,606,984 |
|
Depreciation and amortization |
|
|
19,181 |
|
|
|
18,935 |
|
|
|
68,643 |
|
|
|
80,304 |
|
Long-lived asset impairment |
|
|
— |
|
|
|
726 |
|
|
|
9,269 |
|
|
|
4,231 |
|
Lease termination |
|
|
(478 |
) |
|
|
492 |
|
|
|
(103 |
) |
|
|
1,614 |
|
(Gain) loss on sale or disposal of assets |
|
|
(221 |
) |
|
|
232 |
|
|
|
(5,222 |
) |
|
|
622 |
|
Total operating expenses |
|
|
355,569 |
|
|
|
381,829 |
|
|
|
1,611,575 |
|
|
|
1,693,755 |
|
(Loss) income from operations |
|
|
(12,128 |
) |
|
|
9,772 |
|
|
|
267,074 |
|
|
|
568,529 |
|
Other expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Floor plan interest expense |
|
|
(21,777 |
) |
|
|
(17,548 |
) |
|
|
(83,075 |
) |
|
|
(42,031 |
) |
Other interest expense, net |
|
|
(35,397 |
) |
|
|
(25,983 |
) |
|
|
(135,270 |
) |
|
|
(75,745 |
) |
Tax Receivable Agreement liability adjustment |
|
|
762 |
|
|
|
114 |
|
|
|
2,442 |
|
|
|
114 |
|
Other expense, net |
|
|
(110 |
) |
|
|
(280 |
) |
|
|
(1,769 |
) |
|
|
(752 |
) |
Total other expense |
|
|
(56,522 |
) |
|
|
(43,697 |
) |
|
|
(217,672 |
) |
|
|
(118,414 |
) |
(Loss) income before income taxes |
|
|
(68,650 |
) |
|
|
(33,925 |
) |
|
|
49,402 |
|
|
|
450,115 |
|
Income tax benefit (expense) |
|
|
18,732 |
|
|
|
(23,276 |
) |
|
|
1,199 |
|
|
|
(99,084 |
) |
Net (loss) income |
|
|
(49,918 |
) |
|
|
(57,201 |
) |
|
|
50,601 |
|
|
|
351,031 |
|
Less: net (loss) income attributable to non-controlling interests |
|
|
33,129 |
|
|
|
23,981 |
|
|
|
(19,557 |
) |
|
|
(214,084 |
) |
Net (loss) income attributable to |
|
$ |
(16,789 |
) |
|
$ |
(33,220 |
) |
|
$ |
31,044 |
|
|
$ |
136,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) earnings per share of Class A common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(0.37 |
) |
|
$ |
(0.79 |
) |
|
$ |
0.70 |
|
|
$ |
3.23 |
|
Diluted |
|
$ |
(0.49 |
) |
|
$ |
(0.79 |
) |
|
$ |
0.55 |
|
|
$ |
3.22 |
|
Weighted average shares of Class A common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
44,889 |
|
|
|
42,287 |
|
|
|
44,626 |
|
|
|
42,386 |
|
Diluted |
|
|
84,934 |
|
|
|
42,287 |
|
|
|
84,972 |
|
|
|
42,854 |
|
|
|||||||||||||||||
Supplemental Data |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
Increase |
|
|
Percent |
||||||||||
|
|
2023 |
|
2022 |
|
(decrease) |
|
|
Change |
||||||||
Unit sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
|
10,717 |
|
|
|
10,389 |
|
|
|
328 |
|
|
|
|
3.2 |
% |
Used vehicles |
|
|
9,492 |
|
|
|
10,334 |
|
|
|
(842 |
) |
|
|
|
(8.1 |
%) |
Total |
|
|
20,209 |
|
|
|
20,723 |
|
|
|
(514 |
) |
|
|
|
(2.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
$ |
41,935 |
|
|
$ |
46,372 |
|
|
$ |
(4,437 |
) |
|
|
|
(9.6 |
%) |
Used vehicles |
|
|
33,891 |
|
|
|
37,993 |
|
|
|
(4,102 |
) |
|
|
|
(10.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Same store unit sales(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
|
9,324 |
|
|
|
9,535 |
|
|
|
(211 |
) |
|
|
|
(2.2 |
%) |
Used vehicles |
|
|
8,504 |
|
|
|
9,580 |
|
|
|
(1,076 |
) |
|
|
|
(11.2 |
%) |
Total |
|
|
17,828 |
|
|
|
19,115 |
|
|
|
(1,287 |
) |
|
|
|
(6.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Same store revenue(1) ($ in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
$ |
385,325 |
|
|
$ |
441,531 |
|
|
$ |
(56,206 |
) |
|
|
|
(12.7 |
%) |
Used vehicles |
|
|
284,861 |
|
|
|
364,404 |
|
|
|
(79,543 |
) |
|
|
|
(21.8 |
%) |
Products, service and other |
|
|
163,138 |
|
|
|
174,176 |
|
|
|
(11,038 |
) |
|
|
|
(6.3 |
%) |
Finance and insurance, net |
|
|
88,681 |
|
|
|
101,245 |
|
|
|
(12,564 |
) |
|
|
|
(12.4 |
%) |
Total |
|
$ |
922,005 |
|
|
$ |
1,081,356 |
|
|
$ |
(159,351 |
) |
|
|
|
(14.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average gross profit per unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
$ |
7,931 |
|
|
$ |
7,425 |
|
|
$ |
506 |
|
|
|
|
6.8 |
% |
Used vehicles |
|
|
5,101 |
|
|
|
8,752 |
|
|
|
(3,651 |
) |
|
|
|
(41.7 |
%) |
Finance and insurance, net per vehicle unit |
|
|
5,043 |
|
|
|
5,286 |
|
|
|
(242 |
) |
|
|
|
(4.6 |
%) |
Total vehicle front-end yield(2) |
|
|
11,645 |
|
|
|
13,373 |
|
|
|
(1,728 |
) |
|
|
|
(12.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Good Sam Services and Plans |
|
|
66.6 |
% |
|
|
63.4 |
% |
|
|
320 |
|
bps |
|
|
|
|
New vehicles |
|
|
18.9 |
% |
|
|
16.0 |
% |
|
|
290 |
|
bps |
|
|
|
|
Used vehicles |
|
|
15.1 |
% |
|
|
23.0 |
% |
|
|
(798 |
) |
bps |
|
|
|
|
Products, service and other |
|
|
37.7 |
% |
|
|
31.2 |
% |
|
|
649 |
|
bps |
|
|
|
|
Finance and insurance, net |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
unch. |
bps |
|
|
|
||
|
|
|
90.2 |
% |
|
|
90.0 |
% |
|
|
14 |
|
bps |
|
|
|
|
Subtotal RV and Outdoor Retail |
|
|
29.4 |
% |
|
|
29.3 |
% |
|
|
8 |
|
bps |
|
|
|
|
Total gross margin |
|
|
31.0 |
% |
|
|
30.6 |
% |
|
|
37 |
|
bps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
RV and Outdoor Retail inventories ($ in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
$ |
1,378,403 |
|
|
$ |
1,411,016 |
|
|
$ |
(32,613 |
) |
|
|
|
(2.3 |
%) |
Used vehicles |
|
|
464,833 |
|
|
|
464,311 |
|
|
|
522 |
|
|
|
|
0.1 |
% |
Products, parts, accessories and misc. |
|
|
199,261 |
|
|
|
247,906 |
|
|
|
(48,645 |
) |
|
|
|
(19.6 |
%) |
Total RV and Outdoor Retail inventories |
|
$ |
2,042,497 |
|
|
$ |
2,123,233 |
|
|
$ |
(80,736 |
) |
|
|
|
(3.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vehicle inventory per location ($ in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicle inventory per dealer location |
|
$ |
6,962 |
|
|
$ |
7,466 |
|
|
$ |
(504 |
) |
|
|
|
(6.8 |
%) |
Used vehicle inventory per dealer location |
|
|
2,348 |
|
|
|
2,457 |
|
|
|
(109 |
) |
|
|
|
(4.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vehicle inventory turnover(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicle inventory turnover |
|
|
1.8 |
|
|
|
1.9 |
|
|
|
(0.2 |
) |
|
|
|
(8.6 |
%) |
Used vehicle inventory turnover |
|
|
2.9 |
|
|
|
3.4 |
|
|
|
(0.5 |
) |
|
|
|
(14.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail locations |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
RV dealerships |
|
|
198 |
|
|
|
189 |
|
|
|
9 |
|
|
|
|
4.8 |
% |
RV service & retail centers |
|
|
4 |
|
|
|
7 |
|
|
|
(3 |
) |
|
|
|
(42.9 |
%) |
Subtotal |
|
|
202 |
|
|
|
196 |
|
|
|
6 |
|
|
|
|
3.1 |
% |
Other retail stores |
|
|
— |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
|
(100.0 |
%) |
Total |
|
|
202 |
|
|
|
197 |
|
|
|
5 |
|
|
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other data |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Active Customers(4) |
|
|
4,959,723 |
|
|
|
5,265,939 |
|
|
|
(306,216 |
) |
|
|
|
(5.8 |
%) |
|
|
|
2,027,353 |
|
|
|
2,026,215 |
|
|
|
1,138 |
|
|
|
|
0.1 |
% |
Service bays (5) |
|
|
2,757 |
|
|
|
2,693 |
|
|
|
64 |
|
|
|
|
2.4 |
% |
Finance and insurance gross profit as a % of total vehicle revenue |
|
|
13.2 |
% |
|
|
12.5 |
% |
|
|
69 |
|
bps |
|
|
n/a |
|
Same store locations |
|
|
166 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Year Ended |
|
Increase |
|
|
Percent |
||||||||||
|
|
2023 |
|
2022 |
|
(decrease) |
|
|
Change |
||||||||
Unit sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
|
58,731 |
|
|
|
70,429 |
|
|
|
(11,698 |
) |
|
|
|
(16.6 |
%) |
Used vehicles |
|
|
56,823 |
|
|
|
51,325 |
|
|
|
5,498 |
|
|
|
|
10.7 |
% |
Total |
|
|
115,554 |
|
|
|
121,754 |
|
|
|
(6,200 |
) |
|
|
|
(5.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
$ |
43,866 |
|
|
$ |
45,834 |
|
|
$ |
(1,969 |
) |
|
|
|
(4.3 |
%) |
Used vehicles |
|
|
34,839 |
|
|
|
36,583 |
|
|
|
(1,744 |
) |
|
|
|
(4.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Same store unit sales(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
|
51,858 |
|
|
|
66,610 |
|
|
|
(14,752 |
) |
|
|
|
(22.1 |
%) |
Used vehicles |
|
|
51,072 |
|
|
|
48,648 |
|
|
|
2,424 |
|
|
|
|
5.0 |
% |
Total |
|
|
102,930 |
|
|
|
115,258 |
|
|
|
(12,328 |
) |
|
|
|
(10.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Same store revenue(1) ($ in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
$ |
2,296,811 |
|
|
$ |
3,090,711 |
|
|
$ |
(793,900 |
) |
|
|
|
(25.7 |
%) |
Used vehicles |
|
|
1,791,352 |
|
|
|
1,803,943 |
|
|
|
(12,591 |
) |
|
|
|
(0.7 |
%) |
Products, service and other |
|
|
635,670 |
|
|
|
691,044 |
|
|
|
(55,374 |
) |
|
|
|
(8.0 |
%) |
Finance and insurance, net |
|
|
504,315 |
|
|
|
599,435 |
|
|
|
(95,120 |
) |
|
|
|
(15.9 |
%) |
Total |
|
$ |
5,228,148 |
|
|
$ |
6,185,133 |
|
|
$ |
(956,985 |
) |
|
|
|
(15.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average gross profit per unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New vehicles |
|
$ |
6,819 |
|
|
$ |
9,255 |
|
|
$ |
(2,436 |
) |
|
|
|
(26.3 |
%) |
Used vehicles |
|
|
7,134 |
|
|
|
8,954 |
|
|
|
(1,819 |
) |
|
|
|
(20.3 |
%) |
Finance and insurance, net per vehicle unit |
|
|
4,866 |
|
|
|
5,121 |
|
|
|
(255 |
) |
|
|
|
(5.0 |
%) |
Total vehicle front-end yield(2) |
|
|
11,840 |
|
|
|
14,248 |
|
|
|
(2,409 |
) |
|
|
|
(16.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Good Sam Services and Plans |
|
|
69.4 |
% |
|
|
62.5 |
% |
|
|
682 |
|
bps |
|
|
|
|
New vehicles |
|
|
15.5 |
% |
|
|
20.2 |
% |
|
|
(465 |
) |
bps |
|
|
|
|
Used vehicles |
|
|
20.5 |
% |
|
|
24.5 |
% |
|
|
(400 |
) |
bps |
|
|
|
|
Products, service and other |
|
|
38.7 |
% |
|
|
36.8 |
% |
|
|
182 |
|
bps |
|
|
|
|
Finance and insurance, net |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
unch. |
bps |
|
|
|
||
|
|
|
89.2 |
% |
|
|
84.0 |
% |
|
|
511 |
|
bps |
|
|
|
|
Subtotal RV and Outdoor Retail |
|
|
28.9 |
% |
|
|
31.6 |
% |
|
|
(271 |
) |
bps |
|
|
|
|
Total gross margin |
|
|
30.2 |
% |
|
|
32.5 |
% |
|
|
(230 |
) |
bps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other data |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance and insurance gross profit as a % of total vehicle revenue |
|
|
12.3 |
% |
|
|
12.2 |
% |
|
|
13 |
|
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 is 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 collision offerings. |
|
||||||||
Consolidated Balance Sheets (unaudited) |
||||||||
(In Thousands Except Per Share Amounts) |
||||||||
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
|
2023 |
|
2022 |
||||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
39,647 |
|
|
$ |
130,131 |
|
Contracts in transit |
|
|
60,229 |
|
|
|
50,349 |
|
Accounts receivable, net |
|
|
128,070 |
|
|
|
112,411 |
|
Inventories |
|
|
2,042,949 |
|
|
|
2,123,858 |
|
Prepaid expenses and other assets |
|
|
48,353 |
|
|
|
66,913 |
|
Assets held for sale |
|
|
29,864 |
|
|
|
— |
|
Total current assets |
|
|
2,349,112 |
|
|
|
2,483,662 |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
834,426 |
|
|
|
758,281 |
|
Operating lease assets |
|
|
740,052 |
|
|
|
742,306 |
|
Deferred tax assets, net |
|
|
157,326 |
|
|
|
143,226 |
|
Intangible assets, net |
|
|
13,717 |
|
|
|
20,945 |
|
|
|
|
711,222 |
|
|
|
622,423 |
|
Other assets |
|
|
39,829 |
|
|
|
29,304 |
|
Total assets |
|
$ |
4,845,684 |
|
|
$ |
4,800,147 |
|
Liabilities and stockholders' equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
133,516 |
|
|
$ |
127,691 |
|
Accrued liabilities |
|
|
149,096 |
|
|
|
147,833 |
|
Deferred revenues |
|
|
92,366 |
|
|
|
95,695 |
|
Current portion of operating lease liabilities |
|
|
63,695 |
|
|
|
61,745 |
|
Current portion of finance lease liabilities |
|
|
17,133 |
|
|
|
10,244 |
|
Current portion of Tax Receivable Agreement liability |
|
|
12,943 |
|
|
|
10,873 |
|
Current portion of long-term debt |
|
|
22,121 |
|
|
|
25,229 |
|
Notes payable – floor plan, net |
|
|
1,371,145 |
|
|
|
1,319,941 |
|
Other current liabilities |
|
|
68,536 |
|
|
|
73,076 |
|
Liabilities related to assets held for sale |
|
|
17,288 |
|
|
|
— |
|
Total current liabilities |
|
|
1,947,839 |
|
|
|
1,872,327 |
|
|
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion |
|
|
763,958 |
|
|
|
764,835 |
|
Finance lease liabilities, net of current portion |
|
|
97,751 |
|
|
|
94,216 |
|
Tax Receivable Agreement liability, net of current portion |
|
|
149,866 |
|
|
|
159,743 |
|
Revolving line of credit |
|
|
20,885 |
|
|
|
20,885 |
|
Long-term debt, net of current portion |
|
|
1,498,958 |
|
|
|
1,484,416 |
|
Deferred revenues |
|
|
66,780 |
|
|
|
70,247 |
|
Other long-term liabilities |
|
|
85,440 |
|
|
|
85,792 |
|
Total liabilities |
|
|
4,631,477 |
|
|
|
4,552,461 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Stockholders' equity: |
|
|
|
|
|
|
||
Preferred stock, par value |
|
|
— |
|
|
|
— |
|
Class A common stock, par value |
|
|
496 |
|
|
|
476 |
|
Class B common stock, par value |
|
|
4 |
|
|
|
4 |
|
Class C common stock, par value |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
98,280 |
|
|
|
106,051 |
|
|
|
|
(159,440 |
) |
|
|
(179,732 |
) |
Retained earnings |
|
|
185,244 |
|
|
|
221,031 |
|
Total stockholders' equity attributable to |
|
|
124,584 |
|
|
|
147,830 |
|
Non-controlling interests |
|
|
89,623 |
|
|
|
99,856 |
|
Total stockholders' equity |
|
|
214,207 |
|
|
|
247,686 |
|
Total liabilities and stockholders' equity |
|
$ |
4,845,684 |
|
|
$ |
4,800,147 |
|
|
||||||||
Summary of Consolidated Statements of Cash Flows (unaudited) |
||||||||
(In Thousands) |
||||||||
|
|
|
|
|
|
|
||
|
|
Year Ended |
||||||
|
|
2023 |
|
2022 |
||||
|
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
310,807 |
|
|
$ |
189,783 |
|
|
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(131,080 |
) |
|
|
(154,926 |
) |
Proceeds from sale of property and equipment |
|
|
3,204 |
|
|
|
1,623 |
|
Purchases of real property |
|
|
(67,194 |
) |
|
|
(55,666 |
) |
Proceeds from the sale of real property |
|
|
40,785 |
|
|
|
7,352 |
|
Purchases of businesses, net of cash acquired |
|
|
(209,459 |
) |
|
|
(217,034 |
) |
Purchases of and loans to other investments |
|
|
(3,444 |
) |
|
|
(3,000 |
) |
Purchases of intangible assets |
|
|
(2,218 |
) |
|
|
(884 |
) |
Net cash used in investing activities |
|
|
(369,406 |
) |
|
|
(422,535 |
) |
|
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
|
||
Proceeds from long-term debt |
|
|
59,227 |
|
|
|
127,759 |
|
Payments on long-term debt |
|
|
(38,958 |
) |
|
|
(12,322 |
) |
Net proceeds on notes payable – floor plan, net |
|
|
59,280 |
|
|
|
314,061 |
|
Proceeds from landlord funded construction on finance leases |
|
|
— |
|
|
|
6,028 |
|
Payments on finance leases |
|
|
(5,497 |
) |
|
|
(5,977 |
) |
Proceeds from sale-leaseback arrangement |
|
|
— |
|
|
|
27,951 |
|
Payments on sale-leaseback arrangement |
|
|
(187 |
) |
|
|
(132 |
) |
Payment of debt issuance costs |
|
|
(937 |
) |
|
|
(3,181 |
) |
Dividends on Class A common stock |
|
|
(66,831 |
) |
|
|
(105,387 |
) |
Proceeds from exercise of stock options |
|
|
389 |
|
|
|
541 |
|
RSU shares withheld for tax |
|
|
(6,861 |
) |
|
|
(11,128 |
) |
Repurchases of Class A common stock to treasury stock |
|
|
— |
|
|
|
(79,757 |
) |
Disgorgement of short-swing profits by Section 16 officer |
|
|
— |
|
|
|
58 |
|
Distributions to holders of LLC common units |
|
|
(31,510 |
) |
|
|
(162,963 |
) |
Net cash (used in) provided by financing activities |
|
|
(31,885 |
) |
|
|
95,551 |
|
|
|
|
|
|
|
|
||
Decrease in cash and cash equivalents |
|
|
(90,484 |
) |
|
|
(137,201 |
) |
Cash and cash equivalents at beginning of the period |
|
|
130,131 |
|
|
|
267,332 |
|
Cash and cash equivalents at end of the period |
|
$ |
39,647 |
$ |
130,131 |
Comparison of Certain Trends to Pre-COVID-19 Pandemic Periods
During the year and three months ended
Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in 2023 compared to the pre-COVID-19 pandemic periods of 2016 to 2019. We are continuing to execute on our used vehicle strategy, which differentiates us from the competition with proprietary tools, such as the RV Valuator, a focus on the development and retention of our service technician team, and investment in our service bay infrastructure.
The following table presents vehicle gross margin and unit sales mix for the three months ended
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Three Months Ended |
|||||||||||||
|
|
2023 |
|
2019(1) |
|
2018(1) |
|
2017(1) |
|
2016(1) |
|||||
Gross margin: |
|
|
|
|
|
|
|
|
|
|
|||||
New vehicles |
|
18.9 |
% |
|
13.1 |
% |
|
11.8 |
% |
|
14.1 |
% |
|
13.4 |
% |
Used vehicles |
|
15.1 |
% |
|
19.8 |
% |
|
21.4 |
% |
|
22.0 |
% |
|
21.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|||||
Unit sales mix: |
|
|
|
|
|
|
|
|
|
|
|||||
New vehicles |
|
53.0 |
% |
|
57.3 |
% |
|
63.4 |
% |
|
66.3 |
% |
|
60.0 |
% |
Used vehicles |
|
47.0 |
% |
|
42.7 |
% |
|
36.6 |
% |
|
33.7 |
% |
|
40.0 |
% |
The following table presents vehicle gross margin and unit sales mix for the year ended
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Year Ended |
|||||||||||||
|
|
2023 |
|
2019(1) |
|
2018(1) |
|
2017(1) |
|
2016(1) |
|||||
Gross margin: |
|
|
|
|
|
|
|
|
|
|
|||||
New vehicles |
|
15.5 |
% |
|
12.5 |
% |
|
12.9 |
% |
|
14.4 |
% |
|
14.2 |
% |
Used vehicles |
|
20.5 |
% |
|
20.9 |
% |
|
22.4 |
% |
|
24.3 |
% |
|
20.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|||||
Unit sales mix: |
|
|
|
|
|
|
|
|
|
|
|||||
New vehicles |
|
50.8 |
% |
|
64.6 |
% |
|
68.6 |
% |
|
68.8 |
% |
|
60.9 |
% |
Used vehicles |
|
49.2 |
% |
|
35.4 |
% |
|
31.4 |
% |
|
31.2 |
% |
|
39.1 |
% |
(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
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 |
|
Year Ended |
||||||||||||
(In thousands except per share amounts) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income |
|
$ |
(49,918 |
) |
|
$ |
(57,201 |
) |
|
$ |
50,601 |
|
|
$ |
351,031 |
|
Less: net (loss) income attributable to non-controlling interests |
|
|
33,129 |
|
|
|
23,981 |
|
|
|
(19,557 |
) |
|
|
(214,084 |
) |
Net (loss) income attributable to |
|
$ |
(16,789 |
) |
|
$ |
(33,220 |
) |
|
|
31,044 |
|
|
|
136,947 |
|
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 |
|
|
(24,645 |
) |
|
|
— |
|
|
|
15,392 |
|
|
|
— |
|
Net (loss) income attributable to |
|
$ |
(41,434 |
) |
|
$ |
(33,220 |
) |
|
$ |
46,436 |
|
|
$ |
137,885 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares of Class A common stock outstanding — basic |
|
|
44,889 |
|
|
|
42,287 |
|
|
|
44,626 |
|
|
|
42,386 |
|
Dilutive options to purchase Class A common stock |
|
|
— |
|
|
|
— |
|
|
|
20 |
|
|
|
56 |
|
Dilutive restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
281 |
|
|
|
412 |
|
Dilutive common units of |
|
|
40,045 |
|
|
|
— |
|
|
|
40,045 |
|
|
|
— |
|
Weighted-average shares of Class A common stock outstanding — diluted |
|
|
84,934 |
|
|
|
42,287 |
|
|
|
84,972 |
|
|
|
42,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) earnings per share of Class A common stock — basic |
|
$ |
(0.37 |
) |
|
$ |
(0.79 |
) |
|
$ |
0.70 |
|
|
$ |
3.23 |
|
(Loss) earnings per share of Class A common stock — diluted |
|
$ |
(0.49 |
) |
|
$ |
(0.79 |
) |
|
$ |
0.55 |
|
|
$ |
3.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options to purchase Class A common stock |
|
|
199 |
|
|
|
244 |
|
|
|
50 |
|
|
|
— |
|
Restricted stock units |
|
|
2,074 |
|
|
|
2,822 |
|
|
|
1,364 |
|
|
|
2,146 |
|
Common units of |
|
|
— |
|
|
|
42,045 |
|
|
|
— |
|
|
|
42,045 |
|
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in
For periods beginning after
Our earnings call on
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 benefit (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, 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 Active Sports Restructuring and the 2019 Strategic Shift, (gain) loss and impairment on investments in equity securities, 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.
The following table reconciles EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
Year Ended |
||||||||||||
($ in thousands) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
EBITDA and Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income |
|
$ |
(49,918 |
) |
|
$ |
(57,201 |
) |
|
$ |
50,601 |
|
|
$ |
351,031 |
|
Other interest expense, net |
|
|
35,397 |
|
|
|
25,983 |
|
|
|
135,270 |
|
|
|
75,745 |
|
Depreciation and amortization |
|
|
19,181 |
|
|
|
18,935 |
|
|
|
68,643 |
|
|
|
80,304 |
|
Income tax (benefit) expense |
|
|
(18,732 |
) |
|
|
23,276 |
|
|
|
(1,199 |
) |
|
|
99,084 |
|
Subtotal EBITDA |
|
|
(14,072 |
) |
|
|
10,993 |
|
|
|
253,315 |
|
|
|
606,164 |
|
Long-lived asset impairment (a) |
|
|
— |
|
|
|
726 |
|
|
|
9,269 |
|
|
|
4,231 |
|
Lease termination (b) |
|
|
(478 |
) |
|
|
492 |
|
|
|
(103 |
) |
|
|
1,614 |
|
(Gain) loss on sale or disposal of assets, net (c) |
|
|
(221 |
) |
|
|
232 |
|
|
|
(5,222 |
) |
|
|
622 |
|
Equity-based compensation (d) |
|
|
5,770 |
|
|
|
6,413 |
|
|
|
24,086 |
|
|
|
33,847 |
|
Tax Receivable Agreement liability adjustment (e) |
|
|
(762 |
) |
|
|
(114 |
) |
|
|
(2,442 |
) |
|
|
(114 |
) |
Restructuring costs (f) |
|
|
732 |
|
|
|
1,478 |
|
|
|
5,540 |
|
|
|
7,026 |
|
Loss and impairment on investments in equity securities (g) |
|
|
110 |
|
|
|
— |
|
|
|
1,770 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
(8,921 |
) |
|
$ |
20,220 |
|
|
$ |
286,213 |
|
|
$ |
653,390 |
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
Year Ended |
||||||||
(as percentage of total revenue) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Adjusted EBITDA margin: |
|
|
|
|
|
|
|
|
||||
Net (loss) income margin |
|
(4.5 |
%) |
|
(4.5 |
%) |
|
0.8 |
% |
|
5.0 |
% |
Other interest expense, net |
|
3.2 |
% |
|
2.0 |
% |
|
2.2 |
% |
|
1.1 |
% |
Depreciation and amortization |
|
1.7 |
% |
|
1.5 |
% |
|
1.1 |
% |
|
1.2 |
% |
Income tax (benefit) expense |
|
(1.7 |
%) |
|
1.8 |
% |
|
(0.0 |
%) |
|
1.4 |
% |
Subtotal EBITDA margin |
|
(1.3 |
%) |
|
0.9 |
% |
|
4.1 |
% |
|
8.7 |
% |
Long-lived asset impairment (a) |
|
— |
|
|
0.1 |
% |
|
0.1 |
% |
|
0.1 |
% |
Lease termination (b) |
|
(0.0 |
%) |
|
0.0 |
% |
|
(0.0 |
%) |
|
0.0 |
% |
(Gain) loss on sale or disposal of assets, net (c) |
|
(0.0 |
%) |
|
0.0 |
% |
|
(0.1 |
%) |
|
0.0 |
% |
Equity-based compensation (d) |
|
0.5 |
% |
|
0.5 |
% |
|
0.4 |
% |
|
0.5 |
% |
Tax Receivable Agreement liability adjustment (e) |
|
(0.1 |
%) |
|
(0.0 |
%) |
|
(0.0 |
%) |
|
(0.0 |
%) |
Restructuring costs (f) |
|
0.1 |
% |
|
0.1 |
% |
|
0.1 |
% |
|
0.1 |
% |
Loss and impairment on investments in equity securities (g) |
|
0.0 |
% |
|
— |
|
|
0.0 |
% |
|
— |
|
Adjusted EBITDA margin |
|
(0.8 |
%) |
|
1.6 |
% |
|
4.6 |
% |
|
9.4 |
% |
(a) |
Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. |
(b) |
Represents the loss on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. |
(c) |
Represents an adjustment to eliminate the gains and losses 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 gains on remeasurement of the Tax Receivable Agreement primarily due to changes in the Company’s blended statutory income tax rate. |
(f) |
Represents restructuring costs relating to the Active Sports Restructuring during the three months and the year ended |
(g) |
Represents gain and loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after |
Adjusted Net (Loss) Income Attributable to
We define “Adjusted Net Income (Loss) Attributable to
We define “Adjusted Net (Loss) Income Attributable to
We define “Adjusted (Loss) Earnings Per Share – Basic” as Adjusted Net (Loss) Income Attributable to
The following table reconciles Adjusted Net (Loss) Income Attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
Year Ended |
||||||||||||
|
|
|
|
|
||||||||||||
(In thousands except per share amounts) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income attributable to |
|
$ |
(16,789 |
) |
|
$ |
(33,220 |
) |
|
$ |
31,044 |
|
|
$ |
136,947 |
|
Adjustments related to basic calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-lived asset impairment (a): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross adjustment |
|
|
— |
|
|
|
726 |
|
|
|
9,269 |
|
|
|
4,231 |
|
Income tax expense for above adjustment (b) |
|
|
— |
|
|
|
— |
|
|
|
(1,233 |
) |
|
|
(99 |
) |
Lease termination (c): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross adjustment |
|
|
(478 |
) |
|
|
492 |
|
|
|
(103 |
) |
|
|
1,614 |
|
Income tax benefit for above adjustment (b) |
|
|
63 |
|
|
|
— |
|
|
|
13 |
|
|
|
— |
|
(Gain) loss on sale or disposal of assets (d): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross adjustment |
|
|
(221 |
) |
|
|
232 |
|
|
|
(5,222 |
) |
|
|
622 |
|
Income tax benefit (expense) for above adjustment (b) |
|
|
23 |
|
|
|
(31 |
) |
|
|
690 |
|
|
|
(46 |
) |
Equity-based compensation (e): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross adjustment |
|
|
5,770 |
|
|
|
6,413 |
|
|
|
24,086 |
|
|
|
33,847 |
|
Income tax expense for above adjustment (b) |
|
|
(769 |
) |
|
|
(730 |
) |
|
|
(3,228 |
) |
|
|
(3,810 |
) |
Tax Receivable Agreement liability adjustment (f): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross adjustment |
|
|
(762 |
) |
|
|
(114 |
) |
|
|
(2,442 |
) |
|
|
(114 |
) |
Income tax benefit for above adjustment (b) |
|
|
191 |
|
|
|
29 |
|
|
|
613 |
|
|
|
29 |
|
Restructuring costs (g): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross adjustment |
|
|
732 |
|
|
|
1,478 |
|
|
|
5,540 |
|
|
|
7,026 |
|
Income tax expense for above adjustment (b) |
|
|
(97 |
) |
|
|
— |
|
|
|
(736 |
) |
|
|
— |
|
Loss and impairment on investments in equity securities (h): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross adjustment |
|
|
110 |
|
|
|
— |
|
|
|
1,770 |
|
|
|
— |
|
Income tax expense for above adjustment (b) |
|
|
(15 |
) |
|
|
— |
|
|
|
(237 |
) |
|
|
— |
|
Income tax (benefit) expense impact from LLC conversion (i): |
|
|
(2,008 |
) |
|
|
28,402 |
|
|
|
(2,008 |
) |
|
|
28,402 |
|
Adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments (j) |
|
|
(2,776 |
) |
|
|
(12,199 |
) |
|
|
(16,683 |
) |
|
|
(31,065 |
) |
Adjusted net (loss) income attributable to |
|
|
(17,026 |
) |
|
|
(8,522 |
) |
|
|
41,133 |
|
|
|
177,584 |
|
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) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
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) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(405 |
) |
Reallocation of net (loss) income attributable to non-controlling interests from the dilutive redemption of common units in |
|
|
(30,353 |
) |
|
|
— |
|
|
|
36,240 |
|
|
|
— |
|
Income tax on reallocation of net (loss) income attributable to non-controlling interests from the dilutive redemption of common units in |
|
|
7,799 |
|
|
|
— |
|
|
|
(8,341 |
) |
|
|
— |
|
Adjusted net (loss) income attributable to |
|
$ |
(39,580 |
) |
|
$ |
(8,522 |
) |
|
$ |
69,032 |
|
|
$ |
178,658 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average Class A common shares outstanding – basic |
|
|
44,889 |
|
|
|
42,287 |
|
|
|
44,626 |
|
|
|
42,386 |
|
Adjustments related to diluted calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive redemption of common units in |
|
|
40,045 |
|
|
|
— |
|
|
|
40,045 |
|
|
|
— |
|
Dilutive options to purchase Class A common stock (n) |
|
|
— |
|
|
|
— |
|
|
|
20 |
|
|
|
56 |
|
Dilutive restricted stock units (n) |
|
|
— |
|
|
|
— |
|
|
|
281 |
|
|
|
412 |
|
Adjusted weighted average Class A common shares outstanding – diluted |
|
|
84,934 |
|
|
|
42,287 |
|
|
|
84,972 |
|
|
|
42,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted (loss) earnings per share - basic |
|
$ |
(0.38 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.92 |
|
|
$ |
4.19 |
|
Adjusted (loss) earnings per share - diluted |
|
$ |
(0.47 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.81 |
|
|
$ |
4.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive amounts (o): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reallocation of net (loss) income attributable to non-controlling interests from the anti-dilutive redemption of common units in |
|
$ |
— |
|
|
$ |
(11,782 |
) |
|
$ |
— |
|
|
$ |
243,670 |
|
Income tax on reallocation of net (loss) income attributable to non-controlling interests from the anti-dilutive redemption of common units in |
|
$ |
— |
|
|
$ |
(362 |
) |
|
$ |
— |
|
|
$ |
(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 |
|
$ |
— |
|
|
$ |
5,816 |
|
|
$ |
— |
|
|
$ |
12,280 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive redemption of common units in |
|
|
— |
|
|
|
42,045 |
|
|
|
— |
|
|
|
42,045 |
|
Anti-dilutive options to purchase Class A common stock (n) |
|
|
— |
|
|
|
38 |
|
|
|
— |
|
|
|
— |
|
Anti-dilutive restricted stock units (n) |
|
|
202 |
|
|
|
251 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of per share amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) earnings per share of Class A common stock — basic |
|
$ |
(0.37 |
) |
|
$ |
(0.79 |
) |
|
$ |
0.70 |
|
|
$ |
3.23 |
|
Non-GAAP Adjustments (p) |
|
|
(0.01 |
) |
|
|
0.59 |
|
|
|
0.22 |
|
|
|
0.96 |
|
Adjusted (loss) earnings per share - basic |
|
$ |
(0.38 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.92 |
|
|
$ |
4.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) earnings per share of Class A common stock — diluted |
|
$ |
(0.49 |
) |
|
$ |
(0.79 |
) |
|
$ |
0.55 |
|
|
$ |
3.22 |
|
Non-GAAP Adjustments (p) |
|
|
(0.01 |
) |
|
|
0.59 |
|
|
|
0.22 |
|
|
|
0.96 |
|
Dilutive redemption of common units in |
|
|
0.03 |
|
|
|
— |
|
|
|
0.04 |
|
|
|
— |
|
Dilutive options to purchase Class A common stock and/or restricted stock units (q) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.01 |
) |
Adjusted (loss) earnings per share - diluted |
|
$ |
(0.47 |
) |
|
$ |
(0.20 |
) |
|
$ |
0.81 |
|
|
$ |
4.17 |
|
(a) |
Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. |
(b) |
Represents the current and deferred income tax expense or benefit effect of the above adjustments. For periods that ended on or before |
(c) |
Represents the loss on termination of operating leases resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities. |
(d) |
Represents an adjustment to eliminate the gains and losses on disposals and sales of various assets. |
(e) |
Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company. |
(f) |
Represents an adjustment to eliminate the gain on remeasurement of the Tax Receivable Agreement primarily due to changes in the Company’s blended statutory income tax rate. |
(g) |
Represents restructuring costs relating to the Active Sports Restructuring during the three months and the year ended |
(h) |
Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after |
(i) |
Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance. |
(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 |
(k) |
Represents the reallocation of net (loss) income attributable to non-controlling interests from the impact of the assumed change in ownership of |
(l) |
Represents the (loss) income tax expense effect of the above adjustment for reallocation of net (loss) income attributable to non-controlling interests. This assumption uses effective tax rates between 25.0% and 25.4% for the adjustments for 2023 and 2022 periods. |
(m) |
As a result of the LLC Conversion, this adjustment only relates to periods ended on or before |
(n) |
Represents the impact to the denominator for stock options, restricted stock units, and/or common units of |
(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 (k) above). |
(q) |
Represents the per share impact of stock options, restricted stock units, and/or common units of |
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
View source version on businesswire.com: https://www.businesswire.com/news/home/20240221815066/en/
Investors:
InvestorRelations@campingworld.com
PR-CWGS@CampingWorld.com
Source: