Camping World Holdings, Inc. Reports Fourth Quarter 2025 Results
- Fourth Quarter New and Used Vehicle Unit Same Store Sales Volume Increased 4%, Market Share at 13%
-
Full Year
Net Loss of$105.6 million , Driven largely by Adjustments to Deferred Tax Assets and the Tax Receivable Agreement Liability -
Full Year Adjusted EBITDA of
$242.9 Million , Representing Year-Over-Year Growth of Over 35% -
Continue to Prioritize Deleveraging, Additional
$50 Million of Long-Term Debt Repaid in 2026 to Date - Company Issues Streamlined 2026 Guidance
Balance Sheet and Cash Flow
At the end of the fourth quarter of 2025, cash and cash equivalents totaled
Dividend Update
CWH historically paid a quarterly cash dividend to holders of Class A common stock. In
Full Year 2026 Outlook(2)
For 2026,
|
(1) |
Net debt leverage ratio is equal to Net Debt(2) divided by Adjusted EBITDA(2) for the trailing twelve months. |
|
|
(2) |
Adjusted EBITDA and Net Debt 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. A reconciliation for the Company’s Adjusted EBITDA outlook to the corresponding GAAP measure on a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide reconciling information with respect to certain items. However, in 2026 the Company expects equity-based compensation of approximately |
Fourth Quarter-over-Quarter Operating Highlights
-
Revenue was
$1.2 billion for the fourth quarter, a decrease of$30.9 million , or 2.6%. -
New vehicle revenue was
$457.8 million for the fourth quarter, a decrease of$39.7 million , or 8.0%, and new vehicle unit sales were 10,750 units, a decrease of 825 units, or 7.1%. Used vehicle revenue was$386.5 million for the fourth quarter, an increase of$38.4 million , or 11.0%, and used vehicle unit sales were 12,035 units, an increase of 1,462 units, or 13.8%. Combined new and used vehicle unit sales were 22,785, an increase of 637 units, or 2.9%. - Average selling price of new vehicles sold decreased 0.9% and average selling price of used vehicles sold decreased 2.5%.
- Same store new vehicle unit sales decreased 5.3% for the fourth quarter and same store used vehicle unit sales increased 14.7%. Combined same store new and used vehicle unit sales increased 4.3%.
- New vehicle gross margin was 12.3%, a decrease of 291 basis points, driven primarily by the 2.5% increase in the average cost per new vehicle sold and the 0.9% decrease in the average selling price per new vehicle sold. Used vehicle gross margin was 16.0%, a decrease of 277 basis points, primarily due to the 2.5% lower average selling price and the 0.9% increase in the average cost per used vehicle sold, driven in part by accelerated sales of aged used vehicles in December.
-
Products, service and other revenue was
$160.5 million , a decrease of$21.0 million , or 11.6%, due in part to increased mix of labor towards used reconditioning as used vehicle sales volumes increased, as well as a reduction in appointments for customer pay work. Products, service and other gross margin was 46.4%, an increase of 312 basis points, driven by higher labor billing rates and improved accessory inventory management. -
Gross profit was
$338.2 million , a decrease of$38.7 million , or 10.3%, and total gross margin was 28.8%, a decrease of 247 basis points. The gross profit decrease was mainly driven by the$19.3 million lower new vehicle gross profit,$7.6 million of decreased finance and insurance, net (“F&I”) gross profit,$4.1 million of decreased products, service and other gross profit, and$3.5 million of decreased used vehicles gross profit. -
Selling, general and administrative expenses (“SG&A”) were
$367.3 million , a decrease of$0.5 million , or 0.1%. This decrease was primarily driven by a$13.1 million decrease in cash compensation expenses, other than commissions; a$4.3 million decrease in advertising expenses; and a$3.7 million decrease in commissions costs, partially offset by a$15.4 million increase in stock-based compensation (“SBC”) expense and a$3.7 million increase in legal fees and reserves. The increase in SBC expense was primarily from$14.9 million of SBC expense relating to theDecember 2025 amendment to the employment agreement of our former Chairman and Chief Executive Officer,Marcus Lemonis , which included$6.7 million of SBC expense for accelerated vesting on restricted stock units granted inJanuary 2025 . SG&A Excluding SBC(3) was$346.6 million , a decrease of$15.9 million , or 4.4%. -
Floor plan interest expense was
$19.4 million , an increase of$2.4 million , or 13.8%, primarily as a result of increased average floor plan balance, partially offset by lower average interest rates. Other interest expense, net was$29.5 million , a decrease of$2.8 million , or 8.8%, as a result of lower interest rates and, to a lesser extent, lower principal balances. -
Net loss was
$(109.1) million for the fourth quarter of 2025, an increased loss of$49.6 million , or 83.3%. Adjusted EBITDA was$(26.2) million , an increased loss of$23.7 million . -
Diluted loss per share of Class A common stock was
$(1.07) , an increased loss of$0.51 , or 91.1%. Adjusted loss per share – diluted(3) of Class A common stock was$(0.73) , an increased loss of$0.26 , or 55.3%. -
The total number of our store locations was 196 as of
December 31, 2025 , a net decrease of 10 store locations fromDecember 31, 2024 , or 4.9%, which included the consolidation of 17 store locations to improve the overall cost efficiency of the remaining store locations.
Full Year-over-Year Operating Highlights
-
Revenue was
$6.4 billion , an increase of$269.2 million , or 4.4%. -
New vehicle revenue was
$2.8 billion , a decrease of$64.5 million , or 2.3%, and new vehicle unit sales were 74,458 units, an increase of 3,974 units, or 5.6%. Used vehicle revenue was$2.0 billion , an increase of$356.4 million , or 22.1%, and used vehicle unit sales were 63,574 units, an increase of 12,542 units, or 24.6%. Combined new and used vehicle unit sales were 138,032, an increase of 16,516 units, or 13.6%. - Average selling price of new vehicles sold decreased 7.5% and average selling price of used vehicles sold decreased 2.0%.
- Same store new vehicle unit sales increased 6.9% and same store used vehicle unit sales increased 24.3%. Combined same store new and used vehicle unit sales increased 14.3%.
- New vehicle gross margin was 13.2%, a decrease of 120 basis points, driven primarily by the 7.5% decrease in the average selling price per new vehicle sold, partially offset by a 6.2% reduction in the average cost per new vehicle sold. Used vehicle gross margin was 18.5%, an increase of 14 basis points, primarily due to a 2.2% decrease in the average cost per unit sold, partially offset by the 2.0% lower average selling price.
-
Products, service and other revenue was
$757.0 million , a decrease of$63.1 million , or 7.7%, primarily due to increased mix of labor towards used reconditioning and away from customer pay and warranty work as used vehicle sales volumes increased, and the divestiture of our RV furniture business inMay 2024 , which contributed$9.3 million of revenue outside of the RV furniture sold through our store locations. Products, service and other gross margin was 46.9%, an increase of 348 basis points, driven by higher labor billing rates, improved gross margins on our aftermarket parts assortment, and the divestiture of the RV furniture business, which had a negative gross margin for 2024. -
Gross profit was
$1.9 billion , an increase of$51.7 million , or 2.8%, and total gross margin was 29.5%, a slight decrease of 45 basis points. The gross profit increase was mainly driven by an additional$68.3 million of used vehicle gross profit resulting from the increase in used vehicle unit sales discussed above and an increase of$39.8 million in F&I gross profit from the 13.6% increase in combined new and used vehicle unit sales and new F&I product offerings, partially offset by a$42.6 million decrease in new vehicle gross profit driven primarily by the 120 basis point decrease in new vehicle gross margin discussed above. The gross margin decrease primarily resulted from the lower average selling price per new vehicle sold that was mostly offset by higher finance and insurance, net revenue that contributes 100.0% gross margin. -
SG&A was
$1.6 billion , an increase of$30.1 million , or 1.9%. This increase was primarily driven by a$22.6 million increase in SBC expense; a$12.5 million increase in outside service provider fees related primarily to software expenses and related maintenance expense and an$11.4 million increase in commissions costs, partially offset by a$16.7 million decrease in employee cash compensation costs other than commissions. The increase in SBC expense was primarily from$14.9 million of SBC expense relating to theDecember 2025 amendment to the employment agreement of our former Chairman and Chief Executive Officer,Marcus Lemonis , which included$6.7 million of SBC expense for accelerated vesting on restricted stock units granted inJanuary 2025 , and$13.1 million of other SBC expense for unmodified restricted stock units and performance stock units granted toMr. Lemonis inJanuary 2025 . SG&A Excluding SBC(3) was$1.6 billion , an increase of$7.5 million , or 0.5%. -
Floor plan interest expense was
$76.8 million , a decrease of$18.3 million , or 19.3%, primarily as a result of lower average interest rates. Other interest expense, net was$121.8 million , a decrease of$18.6 million , or 13.2%, as a result of lower interest rates and, to a lesser extent, lower principal balances. -
The Company evaluated both positive and negative evidence and concluded that a full valuation allowance was necessary for the deferred tax assets of the public holding company, CWH, due to its cumulative historical operating results for income tax purposes over the past several years in each of the tax jurisdictions in which it operates. This valuation allowance resulted in a charge to income tax expense of
$182.8 million . Additionally, an adjustment to the Tax Receivable Agreement liability for the change in the determination of the realizability of tax benefits underlying the estimate of future payments under the Tax Receivable Agreement was recorded for$149.0 million with an additional$37.3 million recorded to income tax expense for the associated revaluation of the deferred tax assets relating to the change in the balance of Tax Receivable Agreement liability. -
Net loss was
$(105.6) million , an increased loss of$26.8 million , or 33.9%. Adjusted EBITDA was$242.9 million , an increase of$64.1 million , or 35.8%. -
Diluted loss per share of Class A common stock was
$(1.43) , an increased loss of$0.63 , or 78.8%. Adjusted earnings per share – diluted(3) of Class A common stock was$0.19 , an increase of$0.59 .
|
(3) |
Adjusted (loss) earnings per share – diluted and SG&A Excluding SBC 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 2025 financial results 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 macroeconomic and industry trends, future reductions in SG&A, future average selling prices, business plans and goals, future growth of our operations, future deleveraging activities, inventory management objectives, investments in customer experience, future debt repayment, our dividend program 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: general economic conditions, including inflation, interest rates and tariffs; 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; 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 ability to execute and achieve the expected benefits of our cost cutting initiatives; our reliance on our fulfillment and distribution centers; impacts from natural disasters, including pandemics and health crises; 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; our private brand offerings exposing us to various 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
We intend to use our official Facebook, X 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,
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Consolidated Statements of Operations (unaudited) |
||||||||||||||||
|
(In Thousands Except Per Share Amounts) |
||||||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended |
Year Ended |
||||||||||||||
|
|
|
|
||||||||||||||
|
|
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Revenue: |
|
|
|
|
||||||||||||
|
Good Sam Services and Plans |
$ |
46,822 |
|
$ |
45,505 |
|
$ |
199,751 |
|
$ |
194,575 |
|
||||
|
RV and Outdoor Retail |
|
|
|
|
||||||||||||
|
New vehicles |
|
457,832 |
|
|
497,533 |
|
|
2,761,149 |
|
|
2,825,640 |
|
||||
|
Used vehicles |
|
386,510 |
|
|
348,148 |
|
|
1,970,224 |
|
|
1,613,849 |
|
||||
|
Products, service and other |
|
160,468 |
|
|
181,431 |
|
|
756,984 |
|
|
820,111 |
|
||||
|
Finance and insurance, net |
|
111,382 |
|
|
118,993 |
|
|
639,544 |
|
|
599,718 |
|
||||
|
|
|
10,545 |
|
|
12,854 |
|
|
41,497 |
|
|
46,081 |
|
||||
|
Subtotal |
|
1,126,737 |
|
|
1,158,959 |
|
|
6,169,398 |
|
|
5,905,399 |
|
||||
|
Total revenue |
|
1,173,559 |
|
|
1,204,464 |
|
|
6,369,149 |
|
|
6,099,974 |
|
||||
|
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): |
|
|
|
|
||||||||||||
|
Good Sam Services and Plans |
|
21,761 |
|
|
18,651 |
|
|
84,201 |
|
|
70,726 |
|
||||
|
RV and Outdoor Retail |
|
|
|
|
||||||||||||
|
New vehicles |
|
401,594 |
|
|
421,965 |
|
|
2,396,241 |
|
|
2,418,169 |
|
||||
|
Used vehicles |
|
324,815 |
|
|
282,951 |
|
|
1,605,232 |
|
|
1,317,152 |
|
||||
|
Products, service and other |
|
86,020 |
|
|
102,919 |
|
|
401,598 |
|
|
463,640 |
|
||||
|
|
|
1,133 |
|
|
1,062 |
|
|
4,725 |
|
|
4,791 |
|
||||
|
Subtotal |
|
813,562 |
|
|
808,897 |
|
|
4,407,796 |
|
|
4,203,752 |
|
||||
|
Total costs applicable to revenue |
|
835,323 |
|
|
827,548 |
|
|
4,491,997 |
|
|
4,274,478 |
|
||||
|
|
|
|
|
|
||||||||||||
|
Gross profit (exclusive of depreciation and amortization shown separately below): |
|
|
|
|
||||||||||||
|
Good Sam Services and Plans |
|
25,061 |
|
|
26,854 |
|
|
115,550 |
|
|
123,849 |
|
||||
|
RV and Outdoor Retail |
|
|
|
|
||||||||||||
|
New vehicles |
|
56,238 |
|
|
75,568 |
|
|
364,908 |
|
|
407,471 |
|
||||
|
Used vehicles |
|
61,695 |
|
|
65,197 |
|
|
364,992 |
|
|
296,697 |
|
||||
|
Products, service and other |
|
74,448 |
|
|
78,512 |
|
|
355,386 |
|
|
356,471 |
|
||||
|
Finance and insurance, net |
|
111,382 |
|
|
118,993 |
|
|
639,544 |
|
|
599,718 |
|
||||
|
|
|
9,412 |
|
|
11,792 |
|
|
36,772 |
|
|
41,290 |
|
||||
|
Subtotal |
|
313,175 |
|
|
350,062 |
|
|
1,761,602 |
|
|
1,701,647 |
|
||||
|
Total gross profit |
|
338,236 |
|
|
376,916 |
|
|
1,877,152 |
|
|
1,825,496 |
|
||||
|
|
|
|
|
|
||||||||||||
|
Operating expenses: |
|
|
|
|
||||||||||||
|
Selling, general, and administrative |
|
367,277 |
|
|
367,759 |
|
|
1,603,222 |
|
|
1,573,117 |
|
||||
|
Depreciation and amortization |
|
23,718 |
|
|
21,285 |
|
|
95,335 |
|
|
81,190 |
|
||||
|
Long-lived asset impairment |
|
— |
|
|
2,706 |
|
|
1,237 |
|
|
15,061 |
|
||||
|
(Gain) loss on lease termination and/or remeasurement |
|
(1,965 |
) |
|
288 |
|
|
(1,996 |
) |
|
(2,297 |
) |
||||
|
(Gain) loss on sale or disposal of assets |
|
(746 |
) |
|
330 |
|
|
(850 |
) |
|
9,855 |
|
||||
|
Total operating expenses |
|
388,284 |
|
|
392,368 |
|
|
1,696,948 |
|
|
1,676,926 |
|
||||
|
(Loss) income from operations |
|
(50,048 |
) |
|
(15,452 |
) |
|
180,204 |
|
|
148,570 |
|
||||
|
Other expense |
|
|
|
|
||||||||||||
|
Floor plan interest expense |
|
(19,430 |
) |
|
(17,068 |
) |
|
(76,786 |
) |
|
(95,121 |
) |
||||
|
Other interest expense, net |
|
(29,487 |
) |
|
(32,320 |
) |
|
(121,836 |
) |
|
(140,444 |
) |
||||
|
Tax Receivable Agreement liability adjustment |
|
(216 |
) |
|
— |
|
|
148,956 |
|
|
— |
|
||||
|
Other expense, net |
|
(6,459 |
) |
|
(2,925 |
) |
|
(10,379 |
) |
|
(3,262 |
) |
||||
|
Total other expense |
|
(55,592 |
) |
|
(52,313 |
) |
|
(60,045 |
) |
|
(238,827 |
) |
||||
|
(Loss) income before income taxes |
|
(105,640 |
) |
|
(67,765 |
) |
|
120,159 |
|
|
(90,257 |
) |
||||
|
Income tax (expense) benefit |
|
(3,488 |
) |
|
8,221 |
|
|
(225,797 |
) |
|
11,377 |
|
||||
|
Net loss |
|
(109,128 |
) |
|
(59,544 |
) |
|
(105,638 |
) |
|
(78,880 |
) |
||||
|
Less: net loss attributable to non-controlling interests |
|
41,831 |
|
|
27,942 |
|
|
15,839 |
|
|
40,243 |
|
||||
|
Net loss attributable to |
$ |
(67,297 |
) |
$ |
(31,602 |
) |
$ |
(89,799 |
) |
$ |
(38,637 |
) |
||||
|
|
|
|
|
|
||||||||||||
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Loss per share of Class A common stock: |
|
|
|
|
||||||||||||
|
Basic |
$ |
(1.07 |
) |
$ |
(0.56 |
) |
$ |
(1.43 |
) |
$ |
(0.80 |
) |
||||
|
Diluted |
$ |
(1.07 |
) |
$ |
(0.56 |
) |
$ |
(1.43 |
) |
$ |
(0.80 |
) |
||||
|
Weighted average shares of Class A common stock outstanding: |
|
|
|
|
||||||||||||
|
Basic |
|
63,013 |
|
|
56,586 |
|
|
62,724 |
|
|
48,005 |
|
||||
|
Diluted |
|
63,013 |
|
|
56,586 |
|
|
62,724 |
|
|
48,005 |
|
||||
|
|
|||||||||||||||||
|
Supplemental Data (unaudited) |
|||||||||||||||||
|
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
Increase |
|
Percent |
|||||||||||||
|
|
2025 |
2024 |
(decrease) |
|
Change |
||||||||||||
|
Unit sales |
|
|
|
|
|
||||||||||||
|
New vehicles |
|
10,750 |
|
|
11,575 |
|
|
(825 |
) |
|
(7.1 |
%) |
|||||
|
Used vehicles |
|
12,035 |
|
|
10,573 |
|
|
1,462 |
|
|
13.8 |
% |
|||||
|
Total |
|
22,785 |
|
|
22,148 |
|
|
637 |
|
|
2.9 |
% |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Average selling price |
|
|
|
|
|
||||||||||||
|
New vehicles |
$ |
42,589 |
|
$ |
42,983 |
|
$ |
(394 |
) |
|
(0.9 |
%) |
|||||
|
Used vehicles |
|
32,115 |
|
|
32,928 |
|
|
(813 |
) |
|
(2.5 |
%) |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Same store unit sales(1) |
|
|
|
|
|
||||||||||||
|
New vehicles |
|
9,897 |
|
|
10,446 |
|
|
(549 |
) |
|
(5.3 |
%) |
|||||
|
Used vehicles |
|
11,020 |
|
|
9,609 |
|
|
1,411 |
|
|
14.7 |
% |
|||||
|
Total |
|
20,917 |
|
|
20,055 |
|
|
862 |
|
|
4.3 |
% |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Same store revenue(1) ($ in 000s) |
|
|
|
|
|
||||||||||||
|
New vehicles |
$ |
418,603 |
|
$ |
456,134 |
|
$ |
(37,531 |
) |
|
(8.2 |
%) |
|||||
|
Used vehicles |
|
352,445 |
|
|
320,708 |
|
|
31,737 |
|
|
9.9 |
% |
|||||
|
Products, service and other |
|
131,607 |
|
|
145,829 |
|
|
(14,222 |
) |
|
(9.8 |
%) |
|||||
|
Finance and insurance, net |
|
102,212 |
|
|
109,457 |
|
|
(7,245 |
) |
|
(6.6 |
%) |
|||||
|
Total |
$ |
1,004,867 |
|
$ |
1,032,128 |
|
$ |
(27,261 |
) |
|
(2.6 |
%) |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Average gross profit per unit |
|
|
|
|
|
||||||||||||
|
New vehicles |
$ |
5,231 |
|
$ |
6,529 |
|
$ |
(1,298 |
) |
|
(19.9 |
%) |
|||||
|
Used vehicles |
|
5,126 |
|
|
6,166 |
|
|
(1,040 |
) |
|
(16.9 |
%) |
|||||
|
Finance and insurance, net per vehicle unit |
|
4,888 |
|
|
5,373 |
|
|
(485 |
) |
|
(9.0 |
%) |
|||||
|
Total vehicle front-end yield(2) |
|
10,064 |
|
|
11,728 |
|
|
(1,664 |
) |
|
(14.2 |
%) |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Gross margin |
|
|
|
|
|
||||||||||||
|
Good Sam Services and Plans |
|
53.5 |
% |
|
59.0 |
% |
|
(548 |
) |
bps |
|
||||||
|
New vehicles |
|
12.3 |
% |
|
15.2 |
% |
|
(291 |
) |
bps |
|
||||||
|
Used vehicles |
|
16.0 |
% |
|
18.7 |
% |
|
(277 |
) |
bps |
|
||||||
|
Products, service and other |
|
46.4 |
% |
|
43.3 |
% |
|
312 |
|
bps |
|
||||||
|
Finance and insurance, net |
|
100.0 |
% |
|
100.0 |
% |
|
unch |
|
|
|||||||
|
|
|
89.3 |
% |
|
91.7 |
% |
|
(247 |
) |
bps |
|
||||||
|
Subtotal RV and Outdoor Retail |
|
27.8 |
% |
|
30.2 |
% |
|
(241 |
) |
bps |
|
||||||
|
Total gross margin |
|
28.8 |
% |
|
31.3 |
% |
|
(247 |
) |
bps |
|
||||||
|
|
|
|
|
|
|
||||||||||||
|
Retail locations |
|
|
|
|
|
||||||||||||
|
RV dealerships |
|
195 |
|
|
204 |
|
|
(9 |
) |
|
(4.4 |
%) |
|||||
|
RV service & retail centers |
|
1 |
|
|
2 |
|
|
(1 |
) |
|
(50.0 |
%) |
|||||
|
Total |
|
196 |
|
|
206 |
|
|
(10 |
) |
|
(4.9 |
%) |
|||||
|
|
|
|
|
|
|
||||||||||||
|
RV and Outdoor Retail inventories ($ in 000s) |
|
|
|
|
|
||||||||||||
|
New vehicles |
$ |
1,421,435 |
|
$ |
1,241,533 |
|
$ |
179,902 |
|
|
14.5 |
% |
|||||
|
Used vehicles |
|
530,861 |
|
|
413,546 |
|
|
117,315 |
|
|
28.4 |
% |
|||||
|
Products, parts, accessories and misc. |
|
159,255 |
|
|
166,495 |
|
|
(7,240 |
) |
|
(4.3 |
%) |
|||||
|
Total RV and Outdoor Retail inventories |
$ |
2,111,551 |
|
$ |
1,821,574 |
|
$ |
289,977 |
|
|
15.9 |
% |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Vehicle inventory per location ($ in 000s) |
|
|
|
|
|
||||||||||||
|
New vehicle inventory per dealer location |
$ |
7,289 |
|
$ |
6,086 |
|
$ |
1,203 |
|
|
19.8 |
% |
|||||
|
Used vehicle inventory per dealer location |
|
2,722 |
|
|
2,027 |
|
|
695 |
|
|
34.3 |
% |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Vehicle inventory turnover(3) |
|
|
|
|
|
||||||||||||
|
New vehicle inventory turnover |
|
1.7 |
|
|
1.8 |
|
|
(0.1 |
) |
|
(3.5 |
%) |
|||||
|
Used vehicle inventory turnover |
|
3.1 |
|
|
3.3 |
|
|
(0.2 |
) |
|
(7.3 |
%) |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Other data |
|
|
|
|
|
||||||||||||
|
Active Customers(4) |
|
4,207,712 |
|
|
4,487,313 |
|
|
(279,601 |
) |
|
(6.2 |
%) |
|||||
|
|
|
1,619,078 |
|
|
1,753,798 |
|
|
(134,720 |
) |
|
(7.7 |
%) |
|||||
|
Service bays (6) |
|
2,794 |
|
|
2,812 |
|
|
(18 |
) |
|
(0.6 |
%) |
|||||
|
Finance and insurance gross profit as a % of total vehicle revenue |
|
13.2 |
% |
|
14.1 |
% |
|
(88 |
) |
bps |
n/a |
|
|||||
|
Same store locations |
|
175 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|||||
|
|
Year Ended |
Increase |
|
Percent |
|||||||||||||
|
|
2025 |
2024 |
(decrease) |
|
Change |
||||||||||||
|
Unit sales |
|
|
|
|
|
||||||||||||
|
New vehicles |
|
74,458 |
|
|
70,484 |
|
|
3,974 |
|
|
5.6 |
% |
|||||
|
Used vehicles |
|
63,574 |
|
|
51,032 |
|
|
12,542 |
|
|
24.6 |
% |
|||||
|
Total |
|
138,032 |
|
|
121,516 |
|
|
16,516 |
|
|
13.6 |
% |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Average selling price |
|
|
|
|
|
||||||||||||
|
New vehicles |
$ |
37,083 |
|
$ |
40,089 |
|
$ |
(3,006 |
) |
|
(7.5 |
%) |
|||||
|
Used vehicles |
|
30,991 |
|
|
31,624 |
|
|
(633 |
) |
|
(2.0 |
%) |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Same store unit sales(1) |
|
|
|
|
|
||||||||||||
|
New vehicles |
|
67,984 |
|
|
63,584 |
|
|
4,400 |
|
|
6.9 |
% |
|||||
|
Used vehicles |
|
58,254 |
|
|
46,858 |
|
|
11,396 |
|
|
24.3 |
% |
|||||
|
Total |
|
126,238 |
|
|
110,442 |
|
|
15,796 |
|
|
14.3 |
% |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Same store revenue(1) ($ in 000s) |
|
|
|
|
|
||||||||||||
|
New vehicles |
$ |
2,518,571 |
|
$ |
2,570,225 |
|
$ |
(51,654 |
) |
|
(2.0 |
%) |
|||||
|
Used vehicles |
|
1,798,591 |
|
|
1,490,114 |
|
|
308,477 |
|
|
20.7 |
% |
|||||
|
Products, service and other |
|
609,435 |
|
|
652,874 |
|
|
(43,439 |
) |
|
(6.7 |
%) |
|||||
|
Finance and insurance, net |
|
590,295 |
|
|
549,811 |
|
|
40,484 |
|
|
7.4 |
% |
|||||
|
Total |
$ |
5,516,892 |
|
$ |
5,263,024 |
|
$ |
253,868 |
|
|
4.8 |
% |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Average gross profit per unit |
|
|
|
|
|
||||||||||||
|
New vehicles |
$ |
4,901 |
|
$ |
5,781 |
|
$ |
(880 |
) |
|
(15.2 |
%) |
|||||
|
Used vehicles |
|
5,741 |
|
|
5,814 |
|
|
(73 |
) |
|
(1.3 |
%) |
|||||
|
Finance and insurance, net per vehicle unit |
|
4,633 |
|
|
4,935 |
|
|
(302 |
) |
|
(6.1 |
%) |
|||||
|
Total vehicle front-end yield(2) |
|
9,921 |
|
|
10,730 |
|
|
(809 |
) |
|
(7.5 |
%) |
|||||
|
|
|
|
|
|
|
||||||||||||
|
Gross margin |
|
|
|
|
|
||||||||||||
|
Good Sam Services and Plans |
|
57.8 |
% |
|
63.7 |
% |
|
(580 |
) |
bps |
|
||||||
|
New vehicles |
|
13.2 |
% |
|
14.4 |
% |
|
(120 |
) |
bps |
|
||||||
|
Used vehicles |
|
18.5 |
% |
|
18.4 |
% |
|
14 |
|
bps |
|
||||||
|
Products, service and other |
|
46.9 |
% |
|
43.5 |
% |
|
348 |
|
bps |
|
||||||
|
Finance and insurance, net |
|
100.0 |
% |
|
100.0 |
% |
|
unch |
|
|
|||||||
|
|
|
88.6 |
% |
|
89.6 |
% |
|
(99 |
) |
bps |
|
||||||
|
Subtotal RV and Outdoor Retail |
|
28.6 |
% |
|
28.8 |
% |
|
(26 |
) |
bps |
|
||||||
|
Total gross margin |
|
29.5 |
% |
|
29.9 |
% |
|
(45 |
) |
bps |
|
||||||
|
|
|
|
|
|
|
||||||||||||
|
Other data |
|
|
|
|
|
||||||||||||
|
Finance and insurance gross profit as a % of total vehicle revenue |
|
13.5 |
% |
|
13.5 |
% |
|
1 |
|
bps |
n/a |
|
|||||
|
Same store locations |
|
175 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|||||
|
|
|||||||||||||||||
|
unch – unchanged |
|||||||||||||||||
|
bps – basis points |
|||||||||||||||||
|
n/a – not applicable |
|||||||||||||||||
|
(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) |
|
|
|
(6) |
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) |
||||||
|
|
|
|
||||
|
|
|
|
||||
|
|
2025 |
2024 |
||||
|
Assets |
|
|
||||
|
Current assets: |
|
|
||||
|
Cash and cash equivalents |
$ |
215,043 |
$ |
208,422 |
||
|
Contracts in transit |
|
53,327 |
|
61,222 |
||
|
Accounts receivable, net |
|
170,498 |
|
120,412 |
||
|
Inventories |
|
2,111,900 |
|
1,821,837 |
||
|
Prepaid expenses and other assets |
|
67,338 |
|
58,045 |
||
|
Assets held for sale |
|
175 |
|
1,350 |
||
|
Total current assets |
|
2,618,281 |
|
2,271,288 |
||
|
|
|
|
||||
|
Property and equipment, net |
|
832,062 |
|
846,760 |
||
|
Operating lease assets |
|
790,974 |
|
739,352 |
||
|
Deferred tax assets, net |
|
1,426 |
|
215,140 |
||
|
Intangible assets, net |
|
15,824 |
|
19,469 |
||
|
|
|
749,321 |
|
734,023 |
||
|
Other assets |
|
36,446 |
|
37,245 |
||
|
Total assets |
$ |
5,044,334 |
$ |
4,863,277 |
||
|
Liabilities and stockholders' equity |
|
|
||||
|
Current liabilities: |
|
|
||||
|
Accounts payable |
$ |
147,707 |
$ |
145,346 |
||
|
Accrued liabilities |
|
128,399 |
|
118,557 |
||
|
Deferred revenues |
|
90,456 |
|
92,124 |
||
|
Current portion of operating lease liabilities |
|
65,365 |
|
61,993 |
||
|
Current portion of finance lease liabilities |
|
8,820 |
|
7,044 |
||
|
Current portion of Tax Receivable Agreement liability |
|
1,416 |
|
— |
||
|
Current portion of long-term debt |
|
57,939 |
|
23,275 |
||
|
Notes payable – floor plan, net |
|
1,603,645 |
|
1,161,713 |
||
|
Other current liabilities |
|
79,391 |
|
70,900 |
||
|
Total current liabilities |
|
2,183,138 |
|
1,680,952 |
||
|
|
|
|
||||
|
Operating lease liabilities, net of current portion |
|
804,167 |
|
764,113 |
||
|
Finance lease liabilities, net of current portion |
|
125,384 |
|
131,004 |
||
|
Tax Receivable Agreement liability, net of current portion |
|
— |
|
150,372 |
||
|
Long-term debt, net of current portion |
|
1,413,618 |
|
1,493,318 |
||
|
Deferred revenues |
|
56,773 |
|
63,642 |
||
|
Other long-term liabilities |
|
89,455 |
|
94,927 |
||
|
Total liabilities |
|
4,672,535 |
|
4,378,328 |
||
|
Commitments and contingencies |
|
|
||||
|
Stockholders' equity: |
|
|
||||
|
Preferred stock, par value |
|
— |
|
— |
||
|
Class A common stock, par value |
|
634 |
|
625 |
||
|
Class B common stock, par value |
|
4 |
|
4 |
||
|
Class C common stock, par value |
|
— |
|
— |
||
|
Additional paid-in capital |
|
216,944 |
|
193,692 |
||
|
Retained earnings |
|
11,008 |
|
132,241 |
||
|
Total stockholders' equity attributable to |
|
228,590 |
|
326,562 |
||
|
Non-controlling interests |
|
143,209 |
|
158,387 |
||
|
Total stockholders' equity |
|
371,799 |
|
484,949 |
||
|
Total liabilities and stockholders' equity |
$ |
5,044,334 |
$ |
4,863,277 |
||
|
|
||||||||
|
Summary of Consolidated Statements of Cash Flows (unaudited) |
||||||||
|
(In Thousands) |
||||||||
|
|
|
|
||||||
|
|
Year Ended |
|||||||
|
|
2025 |
2024 |
||||||
|
|
|
|
||||||
|
Net cash (used in) provided by operating activities |
$ |
(131,985 |
) |
$ |
245,159 |
|
||
|
|
|
|
||||||
|
Investing activities |
|
|
||||||
|
Purchases of property and equipment |
|
(129,442 |
) |
|
(90,837 |
) |
||
|
Proceeds from sale or disposal of property and equipment |
|
7,152 |
|
|
4,025 |
|
||
|
Purchases of real property |
|
(122,842 |
) |
|
(9,602 |
) |
||
|
Proceeds from the sale or disposal of real property |
|
130,624 |
|
|
58,153 |
|
||
|
Purchases of businesses, net of cash acquired |
|
(81,203 |
) |
|
(72,323 |
) |
||
|
Proceeds from divestiture of business |
|
11,027 |
|
|
19,957 |
|
||
|
Purchases of other investments |
|
(16,918 |
) |
|
— |
|
||
|
Proceeds from other investments |
|
440 |
|
|
— |
|
||
|
Purchases of intangible assets |
|
— |
|
|
(143 |
) |
||
|
Proceeds from sale of intangible assets |
|
— |
|
|
2,595 |
|
||
|
Net cash used in investing activities |
|
(201,162 |
) |
|
(88,175 |
) |
||
|
|
|
|
||||||
|
Financing activities |
|
|
||||||
|
Proceeds from long-term debt |
|
— |
|
|
55,624 |
|
||
|
Payments on long-term debt |
|
(49,920 |
) |
|
(80,939 |
) |
||
|
Net proceeds (payments) on notes payable – floor plan, net |
|
444,761 |
|
|
(217,857 |
) |
||
|
Borrowings on revolving line of credit |
|
— |
|
|
43,000 |
|
||
|
Payments on revolving line of credit |
|
— |
|
|
(63,885 |
) |
||
|
Payments on finance leases |
|
(8,353 |
) |
|
(7,485 |
) |
||
|
Payments on sale-leaseback arrangement |
|
(202 |
) |
|
(198 |
) |
||
|
Payment of debt issuance costs |
|
(56 |
) |
|
(1,123 |
) |
||
|
Payments on contingent consideration |
|
(100 |
) |
|
— |
|
||
|
Proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discounts and commissions |
|
— |
|
|
333,356 |
|
||
|
Payments of stock offering costs |
|
(572 |
) |
|
(408 |
) |
||
|
Dividends on Class A common stock |
|
(31,434 |
) |
|
(24,749 |
) |
||
|
Proceeds from exercise of stock options |
|
— |
|
|
549 |
|
||
|
RSU shares withheld for tax |
|
(6,036 |
) |
|
(5,412 |
) |
||
|
Stock award shares withheld for tax |
|
(855 |
) |
|
— |
|
||
|
Distributions to holders of LLC common units |
|
(7,465 |
) |
|
(18,682 |
) |
||
|
Net cash provided by financing activities |
|
339,768 |
|
|
11,791 |
|
||
|
|
|
|
||||||
|
Increase in cash and cash equivalents |
|
6,621 |
|
|
168,775 |
|
||
|
Cash and cash equivalents at beginning of the period |
|
208,422 |
|
|
39,647 |
|
||
|
Cash and cash equivalents at end of the period |
$ |
215,043 |
|
$ |
208,422 |
|
||
Loss Per Share
Basic loss per share of Class A common stock is computed by dividing net loss attributable to
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A common stock (unaudited):
|
|
Three Months Ended
|
Year Ended
|
||||||||||||||
|
(In thousands except per share amounts) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Numerator: |
|
|
|
|
||||||||||||
|
Net loss |
$ |
(109,128 |
) |
$ |
(59,544 |
) |
$ |
(105,638 |
) |
$ |
(78,880 |
) |
||||
|
Less: net loss attributable to non-controlling interests |
|
41,831 |
|
|
27,942 |
|
|
15,839 |
|
|
40,243 |
|
||||
|
Net loss attributable to |
$ |
(67,297 |
) |
$ |
(31,602 |
) |
$ |
(89,799 |
) |
$ |
(38,637 |
) |
||||
|
Net loss attributable to |
$ |
(67,297 |
) |
$ |
(31,602 |
) |
$ |
(89,799 |
) |
$ |
(38,637 |
) |
||||
|
Denominator: |
|
|
|
|
||||||||||||
|
Weighted-average shares of Class A common stock outstanding — basic |
|
63,013 |
|
|
56,586 |
|
|
62,724 |
|
|
48,005 |
|
||||
|
Weighted-average shares of Class A common stock outstanding — diluted |
|
63,013 |
|
|
56,586 |
|
|
62,724 |
|
|
48,005 |
|
||||
|
|
|
|
|
|
||||||||||||
|
Loss per share of Class A common stock — basic |
$ |
(1.07 |
) |
$ |
(0.56 |
) |
$ |
(1.43 |
) |
$ |
(0.80 |
) |
||||
|
Loss per share of Class A common stock — diluted |
$ |
(1.07 |
) |
$ |
(0.56 |
) |
$ |
(1.43 |
) |
$ |
(0.80 |
) |
||||
|
|
|
|
|
|
||||||||||||
|
Weighted-average anti-dilutive securities excluded from the computation of diluted loss per share of Class A common stock: |
|
|
|
|
||||||||||||
|
Stock options to purchase Class A common stock |
|
140 |
|
|
156 |
|
|
147 |
|
|
175 |
|
||||
|
Liability-classified awards |
|
148 |
|
|
— |
|
|
37 |
|
|
— |
|
||||
|
Restricted stock units |
|
2,085 |
|
|
1,824 |
|
|
2,338 |
|
|
1,979 |
|
||||
|
Common units of |
|
39,895 |
|
|
39,895 |
|
|
39,895 |
|
|
40,007 |
|
||||
|
|
|
|
|
|
||||||||||||
|
Weighted-average contingently issuable shares excluded from the computation of diluted loss per share of Class A common stock since all necessary conditions had not been satisfied: |
|
|
|
|
||||||||||||
|
Performance stock units |
|
750 |
|
|
— |
|
|
750 |
|
|
— |
|
||||
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in
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 and Adjusted EBITDA
We define “EBITDA” as net loss before other interest expense, net (excluding floor plan interest expense), provision for income tax expense (benefit) 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, gains and losses on lease termination and/or remeasurement, gains and losses on sale or disposal of assets, net, SBC, modification expense relating to Marcus A. Lemonis’ second amended and restated employment agreement, Tax Receivable Agreement liability adjustment, losses and gains and/or impairment on investments in equity securities, and other unusual or one-time items. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA 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 and Adjusted EBITDA to the most directly comparable GAAP financial performance measures (unaudited):
|
|
Three Months Ended
|
Year Ended
|
||||||||||||||
|
($ in thousands) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
EBITDA and Adjusted EBITDA: |
|
|
|
|
||||||||||||
|
Net loss |
$ |
(109,128 |
) |
$ |
(59,544 |
) |
$ |
(105,638 |
) |
$ |
(78,880 |
) |
||||
|
Other interest expense, net |
|
29,487 |
|
|
32,320 |
|
|
121,836 |
|
|
140,444 |
|
||||
|
Depreciation and amortization |
|
23,718 |
|
|
21,285 |
|
|
95,335 |
|
|
81,190 |
|
||||
|
Income tax expense (benefit) |
|
3,488 |
|
|
(8,221 |
) |
|
225,797 |
|
|
(11,377 |
) |
||||
|
Subtotal EBITDA |
|
(52,435 |
) |
|
(14,160 |
) |
|
337,330 |
|
|
131,377 |
|
||||
|
Long-lived asset impairment (a) |
|
— |
|
|
2,706 |
|
|
1,237 |
|
|
15,061 |
|
||||
|
(Gain) loss on lease termination and/or remeasurement (b) |
|
(1,965 |
) |
|
288 |
|
|
(1,996 |
) |
|
(2,297 |
) |
||||
|
(Gain) loss on sale or disposal of assets, net (c) |
|
(746 |
) |
|
330 |
|
|
(850 |
) |
|
9,855 |
|
||||
|
SBC (d) |
|
20,814 |
|
|
5,418 |
|
|
44,278 |
|
|
21,585 |
|
||||
|
Employment agreement modification expense (e) |
|
1,500 |
|
|
— |
|
|
1,500 |
|
|
— |
|
||||
|
Tax Receivable Agreement liability adjustment (f) |
|
216 |
|
|
— |
|
|
(148,956 |
) |
|
— |
|
||||
|
Loss and/or impairment on investments in equity securities (g) |
|
6,459 |
|
|
2,925 |
|
|
10,379 |
|
|
3,262 |
|
||||
|
Adjusted EBITDA |
$ |
(26,157 |
) |
$ |
(2,493 |
) |
$ |
242,922 |
|
$ |
178,843 |
|
||||
|
(a) |
Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. |
|
|
(b) |
Represents the gains and losses 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 noncash SBC expense relating to employees, directors, and consultants of the Company. |
|
|
(e) |
Represents the 2026 salary under the second amended and restated employment agreement (“Lemonis Second Employment Agreement”) for |
|
|
(f) |
Represents an adjustment to the Tax Receivable Agreement liability for the change in the determination of the realizability of future cash tax benefits underlying the estimate of future payments under the Tax Receivable Agreement. |
|
|
(g) |
Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments. |
Adjusted Net (Loss) Income Attributable to
We define “Adjusted Net (Loss) Income 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) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Numerator: |
|
|
|
|
||||||||||||
|
Net loss attributable to |
$ |
(67,297 |
) |
$ |
(31,602 |
) |
$ |
(89,799 |
) |
$ |
(38,637 |
) |
||||
|
Adjustments related to basic calculation: |
|
|
|
|
||||||||||||
|
Long-lived asset impairment (a): |
|
|
|
|
||||||||||||
|
Gross adjustment |
|
— |
|
|
2,706 |
|
|
1,237 |
|
|
15,061 |
|
||||
|
Income tax expense for above adjustment (b) |
|
— |
|
|
(397 |
) |
|
— |
|
|
(2,033 |
) |
||||
|
(Gain) loss on lease termination and/or remeasurement (c): |
|
|
|
|
||||||||||||
|
Gross adjustment |
|
(1,965 |
) |
|
288 |
|
|
(1,996 |
) |
|
(2,297 |
) |
||||
|
Income tax (expense) benefit for above adjustment (b) |
|
— |
|
|
(42 |
) |
|
— |
|
|
301 |
|
||||
|
(Gain) loss on sale or disposal of assets (d): |
|
|
|
|
||||||||||||
|
Gross adjustment |
|
(746 |
) |
|
330 |
|
|
(850 |
) |
|
9,855 |
|
||||
|
Income tax expense for above adjustment (b) |
|
— |
|
|
(49 |
) |
|
(10 |
) |
|
(1,310 |
) |
||||
|
SBC (e): |
|
|
|
|
||||||||||||
|
Gross adjustment |
|
20,814 |
|
|
5,418 |
|
|
44,278 |
|
|
21,585 |
|
||||
|
Income tax expense for above adjustment (b) |
|
(3 |
) |
|
(800 |
) |
|
(21 |
) |
|
(2,963 |
) |
||||
|
Employment agreement modification expense (f): |
|
|
|
|
||||||||||||
|
Gross adjustment |
|
1,500 |
|
|
— |
|
|
1,500 |
|
|
— |
|
||||
|
Tax Receivable Agreement liability adjustment (g): |
|
|
|
|
||||||||||||
|
Gross adjustment |
|
216 |
|
|
— |
|
|
(148,956 |
) |
|
— |
|
||||
|
Income tax (expense) benefit for above adjustment (b) |
|
(54 |
) |
|
— |
|
|
37,239 |
|
|
— |
|
||||
|
Loss and/or impairment on investments in equity securities (h): |
|
|
|
|
||||||||||||
|
Gross adjustment |
|
6,459 |
|
|
2,925 |
|
|
10,379 |
|
|
3,262 |
|
||||
|
Income tax expense for above adjustment (b) |
|
— |
|
|
(429 |
) |
|
— |
|
|
(473 |
) |
||||
|
Income tax expense impact from significant change in valuation allowance against deferred tax assets (i) |
|
7,388 |
|
|
— |
|
|
182,775 |
|
|
— |
|
||||
|
Adjustment to net loss attributable to non-controlling interests resulting from the above adjustments (j) |
|
(10,103 |
) |
|
(4,818 |
) |
|
(21,177 |
) |
|
(21,635 |
) |
||||
|
Adjusted net (loss) income attributable to |
$ |
(43,791 |
) |
$ |
(26,470 |
) |
$ |
14,599 |
|
$ |
(19,284 |
) |
||||
|
Adjustments related to diluted calculation: |
|
|
|
|
||||||||||||
|
Reallocation of net income (loss) attributable to non-controlling interests from the dilutive redemption of common units in |
|
(31,728 |
) |
|
— |
|
|
5,337 |
|
|
— |
|
||||
|
Adjusted net (loss) income attributable to |
$ |
(75,519 |
) |
$ |
(26,470 |
) |
$ |
19,936 |
|
$ |
(19,284 |
) |
||||
|
Denominator: |
|
|
|
|
||||||||||||
|
Weighted-average Class A common shares outstanding – basic |
|
63,013 |
|
|
56,586 |
|
|
62,724 |
|
|
48,005 |
|
||||
|
Adjustments related to diluted calculation: |
|
|
|
|
||||||||||||
|
Dilutive redemption of common units in |
|
39,895 |
|
|
— |
|
|
39,895 |
|
|
— |
|
||||
|
Dilutive liability-classified awards (l) |
|
— |
|
|
— |
|
|
19 |
|
|
— |
|
||||
|
Dilutive restricted stock units (l) |
|
— |
|
|
— |
|
|
169 |
|
|
— |
|
||||
|
Adjusted weighted average Class A common shares outstanding – diluted |
|
102,908 |
|
|
56,586 |
|
|
102,807 |
|
|
48,005 |
|
||||
|
|
|
|
|
|
||||||||||||
|
Adjusted (loss) earnings per share - basic |
$ |
(0.69 |
) |
$ |
(0.47 |
) |
$ |
0.23 |
|
$ |
(0.40 |
) |
||||
|
Adjusted (loss) earnings per share - diluted |
$ |
(0.73 |
) |
$ |
(0.47 |
) |
$ |
0.19 |
|
$ |
(0.40 |
) |
||||
|
|
|
|
|
|
||||||||||||
|
Anti-dilutive amounts (m): |
|
|
|
|
||||||||||||
|
Numerator: |
|
|
|
|
||||||||||||
|
Reallocation of net loss attributable to non-controlling interests from the anti-dilutive redemption of common units in |
$ |
— |
|
$ |
(23,124 |
) |
$ |
— |
|
$ |
(18,608 |
) |
||||
|
Income tax on reallocation of net loss attributable to non-controlling interests from the anti-dilutive redemption of common units in |
$ |
— |
|
$ |
5,736 |
|
|
— |
|
|
5,323 |
|
||||
|
Denominator: |
|
|
|
|
||||||||||||
|
Anti-dilutive redemption of common units in |
|
— |
|
|
39,895 |
|
|
— |
|
|
40,007 |
|
||||
|
Anti-dilutive options to purchase Class A common stock (o) |
|
— |
|
|
6 |
|
|
— |
|
|
9 |
|
||||
|
Anti-dilutive liability-classified awards (o) |
|
74 |
|
|
— |
|
|
— |
|
|
— |
|
||||
|
Anti-dilutive restricted stock units (o) |
|
91 |
|
|
313 |
|
|
— |
|
|
268 |
|
||||
|
|
|
|
|
|
||||||||||||
|
Reconciliation of per share amounts: |
|
|
|
|
||||||||||||
|
Loss per share of Class A common stock — basic |
$ |
(1.07 |
) |
$ |
(0.56 |
) |
$ |
(1.43 |
) |
$ |
(0.80 |
) |
||||
|
Non-GAAP Adjustments (p) |
|
0.38 |
|
|
0.09 |
|
|
1.66 |
|
|
0.40 |
|
||||
|
Adjusted (loss) earnings per share - basic |
$ |
(0.69 |
) |
$ |
(0.47 |
) |
$ |
0.23 |
|
$ |
(0.40 |
) |
||||
|
|
|
|
|
|
||||||||||||
|
Loss per share of Class A common stock — diluted |
$ |
(1.07 |
) |
$ |
(0.56 |
) |
$ |
(1.43 |
) |
$ |
(0.80 |
) |
||||
|
Non-GAAP Adjustments (p) |
|
0.38 |
|
|
0.09 |
|
|
1.65 |
|
|
0.40 |
|
||||
|
Dilutive redemption of common units in |
|
(0.04 |
) |
|
— |
|
|
(0.03 |
) |
|
— |
|
||||
|
Adjusted (loss) earnings per share - diluted |
$ |
(0.73 |
) |
$ |
(0.47 |
) |
$ |
0.19 |
|
$ |
(0.40 |
) |
||||
|
(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 the three months and year ended |
|
|
(c) |
Represents the gains and losses on the termination and/or remeasurement of operating leases resulting from 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 noncash SBC expense relating to employees, directors, and consultants of the Company. |
|
|
(f) |
Represents the 2026 salary under the Lemonis Second Employment Agreement for |
|
|
(g) |
Represents an adjustment to the Tax Receivable Agreement liability for the change in the determination of the realizability of future cash tax benefits underlying the estimate of future payments under the Tax Receivable Agreement. |
|
|
(h) |
Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivable with those investments. |
|
|
(i) |
Represents the income tax expense relating to the valuation allowance for deferred tax assets for CWH, the public holding company. |
|
|
(j) |
Represents the adjustment to net loss attributable to non-controlling interests resulting from the above adjustments that impact the net loss of |
|
|
(k) |
Represents the reallocation of net loss attributable to non-controlling interests from the impact of the assumed change in ownership of |
|
|
(l) |
Represents the impact to the denominator for stock options, liability-classified awards, restricted stock units, and/or common units of |
|
|
(m) |
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. Additionally, 750,000 performance stock units granted in |
|
|
(n) |
Represents the (floss) income tax expense effect of the above adjustment for reallocation of net loss attributable to non-controlling interests. For the three months and the year ended |
|
|
(o) |
Represents the impact to the denominator for stock options, restricted stock units, and/or common units of |
|
|
(p) |
Represents the per share impact of the Non-GAAP adjustments to net loss detailed above (see (a) through (j) 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
SG&A Excluding SBC
We define “SG&A Excluding SBC” as SG&A before SBC relating to SG&A. We caution investors that amounts presented in accordance with our definition of SG&A Excluding SBC may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate SG&A Excluding SBC in the same manner. We present SG&A Excluding SBC because we believe that investors’ understanding of our performance and drivers of our other Non-GAAP Financial Measures, such as Adjusted EBITDA, is enhanced by including this Non-GAAP Financial Measure. We believe it provides a reasonable basis for comparing our ongoing results of operations.
The following table reconciles SG&A Excluding SBC to the most directly comparable GAAP financial performance measure:
|
|
Three Months Ended
|
Year Ended
|
||||||||||||||
|
($ in thousands) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
SG&A Excluding SBC: |
|
|
|
|
||||||||||||
|
SG&A |
$ |
367,277 |
|
$ |
367,759 |
|
$ |
1,603,222 |
|
$ |
1,573,117 |
|
||||
|
SBC - SG&A |
|
(20,698 |
) |
|
(5,322 |
) |
|
(43,819 |
) |
|
(21,213 |
) |
||||
|
SG&A Excluding SBC |
$ |
346,579 |
|
$ |
362,437 |
|
$ |
1,559,403 |
|
$ |
1,551,904 |
|
||||
|
As a percentage of gross profit |
|
102.5 |
% |
|
96.2 |
% |
|
83.1 |
% |
|
85.0 |
% |
||||
Net Debt
We define “Net Debt” as the sum of long-term debt, finance lease liabilities and our revolving line of credit balance outstanding, if any, less cash and cash equivalents. We commonly use Net Debt along with Adjusted EBITDA, as described above, to calculate the “Net Debt Leverage” ratio , which we define as Net Debt divided by Adjusted EBITDA for the trailing twelve months. We caution investors that amounts presented in accordance with our definition of Net Debt may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate Net Debt in the same manner. We present Net Debt because we believe that investors’ understanding of our solvency and borrowing capacity is enhanced by including this Non-GAAP Financial Measure.
The following table reconciles Net Debt to the most directly comparable GAAP financial performance measure, which is total debt:
|
|
|
|
||||||
|
|
|
|
||||||
|
($ in thousands) |
2025 |
2024 |
||||||
|
Net Debt: |
|
|
||||||
|
Current portion: |
|
|
||||||
|
Finance lease liabilities |
$ |
8,820 |
|
$ |
7,044 |
|
||
|
Long-term debt |
|
57,939 |
|
|
23,275 |
|
||
|
Total current portion of debt |
|
66,759 |
|
|
30,319 |
|
||
|
Noncurrent portion: |
|
|
||||||
|
Finance lease liabilities |
|
125,384 |
|
|
131,004 |
|
||
|
Long-term debt |
|
1,413,618 |
|
|
1,493,318 |
|
||
|
Total noncurrent portion of debt |
|
1,539,002 |
|
|
1,624,322 |
|
||
|
Total debt |
|
1,605,761 |
|
|
1,654,641 |
|
||
|
Less: cash and cash equivalents |
|
(215,043 |
) |
|
(208,422 |
) |
||
|
Net Debt |
$ |
1,390,718 |
|
$ |
1,446,219 |
|
||
|
|
|
|
||||||
|
Net Debt Leverage(1) |
|
5.7 |
|
|
8.1 |
|
||
|
(1) |
We define Net Debt Leverage as Net Debt divided by Adjusted EBITDA for the trailing twelve months. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20260224007447/en/
Investors:
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Source: