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Camping World Holdings, Inc. Reports First Quarter 2025 Results, Growth in Revenue, Volume, Margin and Profitability, Leading to Significant Year-Over-Year Improvements in Adjusted EBITDA and Accelerating Momentum Through April

Camping World Holdings, Inc. (NYSE: CWH) (the “Company” or “CWH”), the World’s Largest Recreational Vehicle Dealer, today reported results for the first quarter ended March 31, 2025.

Marcus Lemonis, Chairman and Chief Executive Officer of CWH stated, “We made the commitment at the beginning of the year to sell more units and make more money. Our results reflect a material year-over-year improvement in adjusted EBITDA, increasing nearly 4x vs. the prior year, with another period of record new and used combined unit market share. We have not seen any discernable impacts on consumer behavior from tariffs, with our April-to-date same store unit sales tracking up mid-teens on used and up high-singles on new. Through recent actions to lower headcount and optimize our footprint, we expect SG&A reductions to further improve profitability in the months ahead.”

Matthew Wagner, President of CWH commented, “Our business continues to exhibit consistent growth in real time. We remain confident in our guideposts to deliver growth in excess of low-double digits in used units and low single digits in new units, vehicle gross margins within our historical range and SG&A as a percentage of gross profit improving by 600-700 basis points(1). We continue to meet the customer where they want to be met in terms of price and payment, leading to slightly lower than anticipated ASPs to start the year. We are rigorously managing our SG&A as we aim to mitigate any ASP or macroeconomic variability that could persist in the near-term.”

First Quarter-over-Quarter Operating Highlights

  • Revenue was $1.4 billion for the first quarter, an increase of $49.5 million, or 3.6%.
  • New vehicle revenue was $621.4 million for the first quarter, a decrease of $34.7 million, or 5.3%, and new vehicle unit sales were 16,726 units, a decrease of 156 units, or 0.9%. Used vehicle revenue was $422.4 million for the first quarter, an increase of $84.7 million, or 25.1%, and used vehicle unit sales were 13,939 units, an increase of 3,245 units, or 30.3%. Combined new and used vehicle unit sales were 30,665, an increase of 3,089 units, or 11.2%.
  • Average selling price of new vehicles sold decreased 4.4% and average selling price of used vehicles sold decreased 4.0%.
  • Same store new vehicle unit sales decreased 2.0% for the first quarter and same store used vehicle unit sales increased 28.5%. Combined same store new and used vehicle unit sales increased 9.8%.
  • Products, service and other revenue was $165.0 million, a decrease of $12.9 million, or 7.3%, driven primarily by the divestiture of our RV furniture business in May 2024 and a reallocation of service labor toward used inventory reconditioning. Products, service and other gross margin was 48.6%, an increase of 580 basis points, driven by the divestiture of the RV furniture business, higher billing rates for service labor, and improved margins on our aftermarket part assortment.
  • New vehicle gross margin was 13.7%, a decrease of 19 basis points, driven primarily by the 4.4% decrease in the average selling price per new vehicle sold, partially offset by a 4.2% reduction in the average cost per new vehicle sold. Used vehicle gross margin was 18.6%, an increase of 104 basis points, primarily due to a 5.3% decrease in the average cost per unit sold, partially offset by the 4.0% lower average selling price.
  • Gross profit was $429.6 million, an increase of $27.2 million, or 6.8%, and total gross margin was 30.4%, an increase of 89 basis points. The gross profit increase was mainly driven by the $19.2 million higher used vehicle gross profit from the increase in used vehicle unit sales and gross margin as discussed above and $13.2 million higher finance and insurance, net (“F&I”) gross profit largely from the 11.2% increase in combined new and used vehicle unit sales and new F&I offerings. The gross margin improvements for used vehicles and products, service and other discussed above were partially offset by a 511 basis point decrease in Good Sam Services and Plans gross margin to 61.6%, which was primarily a result of higher roadside assistance claim costs.
  • Selling, general and administrative expenses (“SG&A”) were $387.4 million, an increase of $16.0 million, or 4.3%. This increase was primarily driven by a $9.6 million increase in employee cash compensation costs, $7.3 million of additional advertising expenses, and a $2.0 million increase in employee stock-based compensation (“SBC”) expense, partially offset by $4.2 million of reduced legal fees. SG&A Excluding SBC(2) was $380.3 million, an increase of $13.9 million, or 3.8%.
  • Floor plan interest expense was $18.3 million, a decrease of $9.6 million, or 34.3%, as a result of lower interest rates and lower principal balances. Other interest expense, net was $30.5 million, a decrease of $5.6 million, or 15.4%, as a result of lower interest rates and, to a lesser extent, lower principal balances.
  • Net loss was $24.7 million for the first quarter of 2025, an improvement of $26.1 million, or 51.4%. Adjusted EBITDA(2) was $31.1 million, an increase of $22.9 million, or 278.0%.
  • Diluted loss per share of Class A common stock was $(0.21), an improvement of $0.30, or 58.8%. Adjusted loss per share – diluted(2) of Class A common stock was $(0.16), an improvement of $0.24, or 60.0%.
  • The total number of our store locations was 209 as of March 31, 2025, a net decrease of six store locations from March 31, 2024, or 2.8%.
(1)

Refers to a comparison to the baseline of SG&A as a percentage of gross profit of 86.2% as calculated from the $1.6 billion SG&A and $1.8 billion total gross profit for the year ended December 31, 2024.

(2)

Adjusted loss per share – diluted, Adjusted EBITDA, 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.

Revisions to Prior Period Condensed Consolidated Financial Statements

Subsequent to the issuance of the Company's condensed consolidated financial statements for the quarter ended March 31, 2024, the Company's management identified prior period misstatements related to the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in CWGS Enterprises, LLC (“CWGS, LLC”), including the associated valuation allowance. As a result, deferred tax assets, net, additional paid-in capital, and income tax benefit (expense) as of and for the years ended December 31, 2023 and 2022 were revised in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025. The misstatements impacted the beginning balances of deferred taxes, net, additional paid-in capital, and retained earnings, which have been revised from the amounts previously reported as of March 31, 2024. The Company evaluated the materiality of these errors, both qualitatively and quantitatively, and determined the effect of these revisions was not material to the previously issued financial statements.

The following table presents the effect of the immaterial misstatements on the Company’s consolidated balance sheet for the period indicated:

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2024

($ in thousands)

 

As Previously Reported

 

Adjustment

 

As Revised

Deferred tax assets, net

 

$

153,716

 

$

43,768

 

$

197,484

Total assets

 

 

5,023,162

 

 

43,768

 

 

5,066,930

Additional paid-in capital

 

 

98,828

 

 

33,385

 

 

132,213

Retained earnings

 

 

157,303

 

 

10,383

 

 

167,686

Total stockholders' equity attributable to Camping World Holdings, Inc.

 

 

99,000

 

 

43,768

 

 

142,768

Total stockholders' equity

 

 

152,410

 

 

43,768

 

 

196,178

Total liabilities and stockholders' equity

 

 

5,023,162

 

 

43,768

 

 

5,066,930

Earnings Conference Call and Webcast Information

A conference call to discuss the Company’s first quarter 2025 financial results is scheduled for April 30, 2025, at 7:30 am Central Time. Investors and analysts can participate on the conference call by dialing 1-844-826-3035 (international callers please dial 1-412-317-5195) and using conference ID# 10199179. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at http://investor.campingworld.com. The replay of the conference call webcast will be available on the investor relations website for approximately 90 days.

Presentation

This press release presents historical results for the periods presented for the Company and its subsidiaries, which are presented in accordance with accounting principles generally accepted in the United States (“GAAP”), unless noted as a non-GAAP financial measure. The Company is the sole managing member of CWGS, LLC, with sole voting power in and control of the management of CWGS, LLC. As of March 31, 2025, the Company owned 61.1% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. Unless otherwise indicated, all financial comparisons in this press release compare our financial results for the first quarter ended March 31, 2025 to our financial results from the first quarter ended March 31, 2024.

About Camping World Holdings, Inc.

Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (together with its subsidiaries) is the world’s largest retailer of RVs and related products and services. Through Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor adventures fun and easy. We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of highly specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enables us to connect with our customers as stewards of an outdoor and recreational lifestyle. With RV sales and service locations in 44 states, Camping World has grown to become the prime destination for everything RV. For more information, visit www.CampingWorld.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about macroeconomic and industry trends, including tariffs, inventory strategy, reductions in SG&A, accelerating profitability improvement, variability in average selling prices, competitive positioning, business plans and goals, future growth of our operations, and future financial results and position. 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 December 31, 2024, as updated by our Quarterly Reports on Form 10-Q and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Future declarations of quarterly dividends, if any, are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, receipt of excess tax distributions from CWGS Enterprises, LLC, its business prospects and other factors that the Company’s Board of Directors may deem relevant.

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, SEC filings, public conference calls and webcasts. These social media channels may be updated from time to time.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

(In Thousands Except Per Share Amounts)

 

 

Three Months Ended

 

 

March 31,

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

Good Sam Services and Plans

 

$

46,208

 

 

$

45,681

 

RV and Outdoor Retail

 

 

 

 

 

 

New vehicles

 

 

621,432

 

 

 

656,086

 

Used vehicles

 

 

422,351

 

 

 

337,685

 

Products, service and other

 

 

164,992

 

 

 

177,894

 

Finance and insurance, net

 

 

148,667

 

 

 

135,454

 

Good Sam Club

 

 

9,874

 

 

 

11,217

 

Subtotal

 

 

1,367,316

 

 

 

1,318,336

 

Total revenue

 

 

1,413,524

 

 

 

1,364,017

 

Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):

 

 

 

 

 

 

Good Sam Services and Plans

 

 

17,721

 

 

 

15,183

 

RV and Outdoor Retail

 

 

 

 

 

 

New vehicles

 

 

536,359

 

 

 

565,039

 

Used vehicles

 

 

343,961

 

 

 

278,533

 

Products, service and other

 

 

84,739

 

 

 

101,675

 

Good Sam Club

 

 

1,116

 

 

 

1,190

 

Subtotal

 

 

966,175

 

 

 

946,437

 

Total costs applicable to revenue

 

 

983,896

 

 

 

961,620

 

 

 

 

 

 

 

 

Gross profit (exclusive of depreciation and amortization shown separately below):

 

 

 

 

 

 

Good Sam Services and Plans

 

 

28,487

 

 

 

30,498

 

RV and Outdoor Retail

 

 

 

 

 

 

New vehicles

 

 

85,073

 

 

 

91,047

 

Used vehicles

 

 

78,390

 

 

 

59,152

 

Products, service and other

 

 

80,253

 

 

 

76,219

 

Finance and insurance, net

 

 

148,667

 

 

 

135,454

 

Good Sam Club

 

 

8,758

 

 

 

10,027

 

Subtotal

 

 

401,141

 

 

 

371,899

 

Total gross profit

 

 

429,628

 

 

 

402,397

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Selling, general, and administrative

 

 

387,445

 

 

 

371,473

 

Depreciation and amortization

 

 

22,544

 

 

 

19,290

 

Long-lived asset impairment

 

 

620

 

 

 

5,827

 

(Gain) loss on sale or disposal of assets

 

 

(1,823

)

 

 

1,585

 

Total operating expenses

 

 

408,786

 

 

 

398,175

 

Income from operations

 

 

20,842

 

 

 

4,222

 

Other expense

 

 

 

 

 

 

Floor plan interest expense

 

 

(18,306

)

 

 

(27,882

)

Other interest expense, net

 

 

(30,531

)

 

 

(36,094

)

Other expense, net

 

 

(158

)

 

 

(94

)

Total other expense

 

 

(48,995

)

 

 

(64,070

)

Loss before income taxes

 

 

(28,153

)

 

 

(59,848

)

Income tax benefit

 

 

3,471

 

 

 

9,042

 

Net loss

 

 

(24,682

)

 

 

(50,806

)

Less: net loss attributable to non-controlling interests

 

 

12,402

 

 

 

28,499

 

Net loss attributable to Camping World Holdings, Inc.

 

$

(12,280

)

 

$

(22,307

)

 

 

 

 

 

 

 

Loss per share of Class A common stock:

 

 

 

 

 

 

Basic

 

$

(0.20

)

 

$

(0.50

)

Diluted

 

$

(0.21

)

 

$

(0.51

)

Weighted average shares of Class A common stock outstanding:

 

 

 

 

 

 

Basic

 

 

62,531

 

 

 

45,047

 

Diluted

 

 

102,426

 

 

 

85,092

 

Camping World Holdings, Inc. and Subsidiaries

Supplemental Data (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Increase

 

 

Percent

 

 

2025

 

2024

 

(decrease)

 

 

Change

Unit sales

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicles

 

 

16,726

 

 

 

16,882

 

 

 

(156

)

 

 

 

(0.9

%)

Used vehicles

 

 

13,939

 

 

 

10,694

 

 

 

3,245

 

 

 

 

30.3

%

Total

 

 

30,665

 

 

 

27,576

 

 

 

3,089

 

 

 

 

11.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average selling price

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicles

 

$

37,154

 

 

$

38,863

 

 

$

(1,709

)

 

 

 

(4.4

%)

Used vehicles

 

 

30,300

 

 

 

31,577

 

 

 

(1,277

)

 

 

 

(4.0

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same store unit sales(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicles

 

 

15,791

 

 

 

16,116

 

 

 

(325

)

 

 

 

(2.0

%)

Used vehicles

 

 

13,157

 

 

 

10,239

 

 

 

2,918

 

 

 

 

28.5

%

Total

 

 

28,948

 

 

 

26,355

 

 

 

2,593

 

 

 

 

9.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same store revenue(1) ($ in 000s)

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicles

 

$

587,456

 

 

$

628,813

 

 

$

(41,357

)

 

 

 

(6.6

%)

Used vehicles

 

 

398,862

 

 

 

321,354

 

 

 

77,508

 

 

 

 

24.1

%

Products, service and other

 

 

139,506

 

 

 

149,776

 

 

 

(10,270

)

 

 

 

(6.9

%)

Finance and insurance, net

 

 

141,129

 

 

 

130,144

 

 

 

10,985

 

 

 

 

8.4

%

Total

 

$

1,266,953

 

 

$

1,230,087

 

 

$

36,866

 

 

 

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average gross profit per unit

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicles

 

$

5,086

 

 

$

5,393

 

 

$

(307

)

 

 

 

(5.7

%)

Used vehicles

 

 

5,624

 

 

 

5,531

 

 

 

93

 

 

 

 

1.7

%

Finance and insurance, net per vehicle unit

 

 

4,848

 

 

 

4,912

 

 

 

(64

)

 

 

 

(1.3

%)

Total vehicle front-end yield(2)

 

 

10,179

 

 

 

10,359

 

 

 

(180

)

 

 

 

(1.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

 

 

 

 

 

 

 

 

 

 

 

Good Sam Services and Plans

 

 

61.6

%

 

 

66.8

%

 

 

(511

)

bps

 

 

 

New vehicles

 

 

13.7

%

 

 

13.9

%

 

 

(19

)

bps

 

 

 

Used vehicles

 

 

18.6

%

 

 

17.5

%

 

 

104

 

bps

 

 

 

Products, service and other

 

 

48.6

%

 

 

42.8

%

 

 

580

 

bps

 

 

 

Finance and insurance, net

 

 

100.0

%

 

 

100.0

%

 

 

unch

 

 

 

 

Good Sam Club

 

 

88.7

%

 

 

89.4

%

 

 

(69

)

bps

 

 

 

Subtotal RV and Outdoor Retail

 

 

29.3

%

 

 

28.2

%

 

 

113

 

bps

 

 

 

Total gross margin

 

 

30.4

%

 

 

29.5

%

 

 

89

 

bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail locations

 

 

 

 

 

 

 

 

 

 

 

 

 

RV dealerships

 

 

208

 

 

 

211

 

 

 

(3

)

 

 

 

(1.4

%)

RV service & retail centers

 

 

1

 

 

 

4

 

 

 

(3

)

 

 

 

(75.0

%)

Total

 

 

209

 

 

 

215

 

 

 

(6

)

 

 

 

(2.8

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RV and Outdoor Retail inventories ($ in 000s)

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicles

 

$

1,509,594

 

 

$

1,469,193

 

 

$

40,401

 

 

 

 

2.7

%

Used vehicles

 

 

406,728

 

 

 

389,810

 

 

 

16,918

 

 

 

 

4.3

%

Products, parts, accessories and misc.

 

 

202,628

 

 

 

218,197

 

 

 

(15,569

)

 

 

 

(7.1

%)

Total RV and Outdoor Retail inventories

 

$

2,118,950

 

 

$

2,077,200

 

 

$

41,750

 

 

 

 

2.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicle inventory per location ($ in 000s)

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicle inventory per dealer location

 

$

7,258

 

 

$

6,963

 

 

$

295

 

 

 

 

4.2

%

Used vehicle inventory per dealer location

 

 

1,955

 

 

 

1,847

 

 

 

108

 

 

 

 

5.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicle inventory turnover(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicle inventory turnover

 

 

1.8

 

 

 

1.7

 

 

 

0.1

 

 

 

 

4.7

%

Used vehicle inventory turnover

 

 

3.5

 

 

 

3.0

 

 

 

0.5

 

 

 

 

17.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other data

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Customers(4)

 

 

4,140,985

 

 

 

4,827,623

 

 

 

(686,638

)

 

 

 

(14.2

%)

Good Sam Club members (5)

 

 

1,702,017

 

 

 

1,961,112

 

 

 

(259,095

)

 

 

 

(13.2

%)

Service bays (6)

 

 

2,911

 

 

 

2,857

 

 

 

54

 

 

 

 

1.9

%

Finance and insurance gross profit as a % of total vehicle revenue

 

 

14.2

%

 

 

13.6

%

 

 

61

 

bps

 

 

n/a

Same store locations

 

 

186

 

 

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)

Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits.

(6)

A service bay is a fully-constructed bay dedicated to service, installation, and collision offerings.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

(In Thousands Except Per Share Amounts)

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

March 31,

 

 

2025

 

2024

 

2024

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

20,916

 

$

208,422

 

$

29,718

 

Contracts in transit

 

 

149,113

 

 

61,222

 

 

154,231

 

Accounts receivable, net

 

 

118,800

 

 

120,412

 

 

100,246

 

Inventories

 

 

2,119,169

 

 

1,821,837

 

 

2,077,592

 

Prepaid expenses and other assets

 

 

74,418

 

 

58,045

 

 

68,833

 

Assets held for sale

 

 

20,536

 

 

1,350

 

 

6,276

 

Total current assets

 

 

2,502,952

 

 

2,271,288

 

 

2,436,896

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

886,244

 

 

846,760

 

 

878,956

 

Operating lease assets

 

 

749,177

 

 

739,352

 

 

768,903

 

Deferred tax assets, net

 

 

210,586

 

 

215,140

 

 

197,484

 

Intangible assets, net

 

 

18,520

 

 

19,469

 

 

12,998

 

Goodwill

 

 

747,802

 

 

734,023

 

 

735,680

 

Other assets

 

 

31,929

 

 

37,245

 

 

36,013

 

Total assets

 

$

5,147,210

 

$

4,863,277

 

$

5,066,930

 

Liabilities and stockholders' equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

250,884

 

$

145,346

 

$

205,006

 

Accrued liabilities

 

 

160,711

 

 

118,557

 

 

148,674

 

Deferred revenues

 

 

89,084

 

 

92,124

 

 

95,854

 

Current portion of operating lease liabilities

 

 

65,653

 

 

61,993

 

 

60,663

 

Current portion of finance lease liabilities

 

 

7,646

 

 

7,044

 

 

19,014

 

Current portion of Tax Receivable Agreement liability

 

 

1,700

 

 

 

 

12,943

 

Current portion of long-term debt

 

 

23,147

 

 

23,275

 

 

25,651

 

Notes payable – floor plan, net

 

 

1,320,687

 

 

1,161,713

 

 

1,414,696

 

Other current liabilities

 

 

74,129

 

 

70,900

 

 

72,783

 

Total current liabilities

 

 

1,993,641

 

 

1,680,952

 

 

2,055,284

 

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities, net of current portion

 

 

769,518

 

 

764,113

 

 

796,770

 

Finance lease liabilities, net of current portion

 

 

130,596

 

 

131,004

 

 

136,284

 

Tax Receivable Agreement liability, net of current portion

 

 

148,672

 

 

150,372

 

 

149,866

 

Revolving line of credit

 

 

 

 

 

 

31,885

 

Long-term debt, net of current portion

 

 

1,488,388

 

 

1,493,318

 

 

1,545,165

 

Deferred revenues

 

 

62,699

 

 

63,642

 

 

65,970

 

Other long-term liabilities

 

 

94,885

 

 

94,927

 

 

89,528

 

Total liabilities

 

 

4,688,399

 

 

4,378,328

 

 

4,870,752

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

Preferred stock, par value $0.01 per share – 20,000 shares authorized; none issued and outstanding

 

 

 

 

 

 

 

Class A common stock, par value $0.01 per share – 250,000 shares authorized; 62,569, 62,502 and 49,571 shares issued and outstanding, respectively

 

 

626

 

 

625

 

 

496

 

Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466 shares issued and outstanding

 

 

4

 

 

4

 

 

4

 

Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding

 

 

 

 

 

 

 

Additional paid-in capital

 

 

197,730

 

 

193,692

 

 

132,213

 

Treasury stock, at cost; 4,499 shares at March 31, 2024

 

 

 

 

 

 

(157,631

)

Retained earnings

 

 

112,140

 

 

132,241

 

 

167,686

 

Total stockholders' equity attributable to Camping World Holdings, Inc.

 

 

310,500

 

 

326,562

 

 

142,768

 

Non-controlling interests

 

 

148,311

 

 

158,387

 

 

53,410

 

Total stockholders' equity

 

 

458,811

 

 

484,949

 

 

196,178

 

Total liabilities and stockholders' equity

 

$

5,147,210

 

$

4,863,277

 

$

5,066,930

Camping World Holdings, Inc. and Subsidiaries

Summary of Consolidated Statements of Cash Flows (unaudited)

(In Thousands)

 

 

Three Months Ended March 31,

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(232,479

)

 

$

(67,982

)

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(23,511

)

 

 

(25,927

)

Proceeds from sale of property and equipment

 

 

542

 

 

 

143

 

Purchases of real property

 

 

(48,584

)

 

 

(1,243

)

Proceeds from the sale of real property

 

 

6,689

 

 

 

23,853

 

Purchases of businesses, net of cash acquired

 

 

(80,564

)

 

 

(58,800

)

Purchases of intangible assets

 

 

 

 

 

(119

)

Proceeds from sale of intangible assets

 

 

 

 

 

2,595

 

Net cash used in investing activities

 

 

(145,428

)

 

 

(59,498

)

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

Proceeds from long-term debt

 

 

 

 

 

55,624

 

Payments on long-term debt

 

 

(6,268

)

 

 

(23,406

)

Net proceeds on notes payable – floor plan, net

 

 

207,781

 

 

 

93,273

 

Borrowings on revolving line of credit

 

 

 

 

 

43,000

 

Payments on revolving line of credit

 

 

 

 

 

(32,000

)

Payments on finance leases

 

 

(1,763

)

 

 

(1,828

)

Payments on sale-leaseback arrangement

 

 

(51

)

 

 

(48

)

Payment of debt issuance costs

 

 

 

 

 

(876

)

Payments of stock offering costs

 

 

(572

)

 

 

 

Dividends on Class A common stock

 

 

(7,821

)

 

 

(5,634

)

Proceeds from exercise of stock options

 

 

 

 

 

51

 

RSU shares withheld for tax

 

 

(871

)

 

 

(658

)

Distributions to holders of LLC common units

 

 

(34

)

 

 

(9,947

)

Net cash provided by financing activities

 

 

190,401

 

 

 

117,551

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

 

(187,506

)

 

 

(9,929

)

Cash and cash equivalents at beginning of the period

 

 

208,422

 

 

 

39,647

 

Cash and cash equivalents at end of the period

 

$

20,916

 

 

$

29,718

Loss Per Share

 

Basic loss per share of Class A common stock is computed by dividing net loss attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share of Class A common stock is computed by dividing net loss attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

 

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A common stock (unaudited):

 

 

Three Months Ended March 31,

(In thousands except per share amounts)

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(24,682

)

 

$

(50,806

)

Less: net loss attributable to non-controlling interests

 

 

12,402

 

 

 

28,499

 

Net loss attributable to Camping World Holdings, Inc. — basic

 

$

(12,280

)

 

$

(22,307

)

Add: reallocation of net loss attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock

 

 

(9,191

)

 

 

(21,275

)

Net loss attributable to Camping World Holdings, Inc. — diluted

 

$

(21,471

)

 

$

(43,582

)

Denominator:

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding — basic

 

 

62,531

 

 

 

45,047

 

Dilutive common units of CWGS, LLC that are convertible into Class A common stock

 

 

39,895

 

 

 

40,045

 

Weighted-average shares of Class A common stock outstanding — diluted

 

 

102,426

 

 

 

85,092

 

 

 

 

 

 

 

 

Loss per share of Class A common stock — basic

 

$

(0.20

)

 

$

(0.50

)

Loss per share of Class A common stock — diluted

 

$

(0.21

)

 

$

(0.51

)

 

 

 

 

 

 

 

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

 

 

155

 

 

 

189

 

Restricted stock units

 

 

2,383

 

 

 

1,841

 

 

 

 

 

 

 

 

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

 

 

 

 

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA; Adjusted EBITDA; Adjusted EBITDA Margin; Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Basic; Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Diluted; Adjusted Loss Per Share – Basic; Adjusted Loss Per Share – Diluted; and SG&A Excluding SBC (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. Certain of these Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. They should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

Our earnings call on April 30, 2025 may present guidance that includes Adjusted EBITDA. A full reconciliation of the forecasted Adjusted EBITDA to its most-directly comparable GAAP metric cannot be provided without unreasonable efforts due to the inherent difficulty in forecasting and quantifying with reasonable accuracy significant items required for the reconciliations.

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, gains and losses on sale or disposal of assets, net, SBC, losses and/or impairment on investments in equity securities, lease termination costs, 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 March 31,

 

($ in thousands)

 

2025

 

 

2024

 

 

EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

Net loss

 

$

(24,682

)

 

$

(50,806

)

 

Other interest expense, net

 

 

30,531

 

 

 

36,094

 

 

Depreciation and amortization

 

 

22,544

 

 

 

19,290

 

 

Income tax benefit

 

 

(3,471

)

 

 

(9,042

)

 

Subtotal EBITDA

 

 

24,922

 

 

 

(4,464

)

 

Long-lived asset impairment (a)

 

 

620

 

 

 

5,827

 

 

(Gain) loss on sale or disposal of assets, net (b)

 

 

(1,823

)

 

 

1,585

 

 

SBC (c)

 

 

7,270

 

 

 

5,197

 

 

Loss and/or impairment on investments in equity securities (d)

 

 

157

 

 

 

94

 

 

Adjusted EBITDA

 

$

31,146

 

 

$

8,239

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

(as percentage of total revenue)

 

2025

 

2024

Adjusted EBITDA margin:

 

 

 

 

Net loss margin

 

(1.7

%)

 

(3.7

%)

Other interest expense, net

 

2.2

%

 

2.6

%

Depreciation and amortization

 

1.6

%

 

1.4

%

Income tax benefit

 

(0.2

%)

 

(0.7

%)

Subtotal EBITDA margin

 

1.8

%

 

(0.3

%)

Long-lived asset impairment (a)

 

0.0

%

 

0.4

%

(Gain) loss on sale or disposal of assets, net (b)

 

(0.1

%)

 

0.1

%

SBC (c)

 

0.5

%

 

0.4

%

Loss and/or impairment on investments in equity securities (d)

 

0.0

%

 

0.0

%

Adjusted EBITDA margin

 

2.2

%

 

0.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

TTM Ended

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

March 31,

($ in thousands)

2025

 

 

2024

 

 

2024

 

 

2024

 

2025

 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(24,682

)

 

$

(59,544

)

 

$

8,056

 

 

$

23,414

 

$

(52,756

)

Other interest expense, net

 

30,531

 

 

 

32,320

 

 

 

35,877

 

 

 

36,153

 

 

134,881

 

Depreciation and amortization

 

22,544

 

 

 

21,285

 

 

 

20,583

 

 

 

20,032

 

 

84,444

 

Income tax (benefit) expense

 

(3,471

)

 

 

(8,221

)

 

 

(2,049

)

 

 

7,935

 

 

(5,806

)

Subtotal EBITDA

 

24,922

 

 

 

(14,160

)

 

 

62,467

 

 

 

87,534

 

 

160,763

 

Long-lived asset impairment (a)

 

620

 

 

 

2,706

 

 

 

1,944

 

 

 

4,584

 

 

9,854

 

(Gain) loss on sale or disposal of assets, net (b)

 

(1,823

)

 

 

330

 

 

 

(5

)

 

 

7,945

 

 

6,447

 

SBC (c)

 

7,270

 

 

 

5,418

 

 

 

5,573

 

 

 

5,397

 

 

23,658

 

Loss and/or impairment on investments in equity securities (d)

 

157

 

 

 

2,925

 

 

 

162

 

 

 

81

 

 

3,325

 

Lease termination (e)

 

 

 

 

288

 

 

 

(2,625

)

 

 

40

 

 

(2,297

)

Adjusted EBITDA

$

31,146

 

 

$

(2,493

)

 

$

67,516

 

 

$

105,581

 

$

201,750

 

(a)

Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

(b)

Represents an adjustment to eliminate the gains and losses on disposals and sales of various assets.

(c)

Represents noncash SBC expense relating to employees, directors, and consultants of the Company.

(d)

Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments.

(e)

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.

Adjusted Net Loss Attributable to Camping World Holdings, Inc. and Adjusted Loss Per Share

We define “Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Basic” as net loss attributable to Camping World Holdings, Inc. 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 sale or disposal of assets, net, SBC, loss and/or impairment on investments in equity securities, other unusual or one-time items, the income tax (expense) benefit effect of these adjustments, and the effect of net loss attributable to non-controlling interests from these adjustments.

We define “Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net loss attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.

We define “Adjusted Loss Per Share – Basic” as Adjusted Net Loss Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted Loss Per Share – Diluted” as Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Loss Per Share – Basic, and Adjusted Loss Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Loss Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Loss Per Share – Basic, and Adjusted Loss Per Share – Diluted to the most directly comparable GAAP financial performance measure:

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

(In thousands except per share amounts)

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

Net loss attributable to Camping World Holdings, Inc.

 

$

(12,280

)

 

$

(22,307

)

Adjustments related to basic calculation:

 

 

 

 

 

 

Long-lived asset impairment (a):

 

 

 

 

 

 

Gross adjustment

 

 

620

 

 

 

5,827

 

Income tax expense for above adjustment (b)

 

 

(95

)

 

 

(771

)

(Gain) loss on sale or disposal of assets (c):

 

 

 

 

 

 

Gross adjustment

 

 

(1,823

)

 

 

1,585

 

Income tax benefit (expense) for above adjustment (b)

 

 

278

 

 

 

(210

)

SBC (d):

 

 

 

 

 

 

Gross adjustment

 

 

7,270

 

 

 

5,197

 

Income tax expense for above adjustment (b)

 

 

(1,114

)

 

 

(695

)

Loss and/or impairment on investments in equity securities (e):

 

 

 

 

 

 

Gross adjustment

 

 

157

 

 

 

94

 

Income tax expense for above adjustment (b)

 

 

(24

)

 

 

(12

)

Adjustment to net loss attributable to non-controlling interests resulting from the above adjustments (f)

 

 

(2,420

)

 

 

(5,971

)

Adjusted net loss attributable to Camping World Holdings, Inc. – basic

 

 

(9,431

)

 

 

(17,263

)

Adjustments related to diluted calculation:

 

 

 

 

 

 

Reallocation of net loss attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (g)

 

 

(9,982

)

 

 

(22,528

)

Income tax on reallocation of net loss attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (h)

 

 

2,609

 

 

 

5,736

 

Adjusted net loss attributable to Camping World Holdings, Inc. – diluted

 

$

(16,804

)

 

$

(34,055

)

Denominator:

 

 

 

 

 

 

Weighted-average Class A common shares outstanding – basic

 

 

62,531

 

 

 

45,047

 

Adjustments related to diluted calculation:

 

 

 

 

 

 

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (i)

 

 

39,895

 

 

 

40,045

 

Adjusted weighted average Class A common shares outstanding – diluted

 

 

102,426

 

 

 

85,092

 

 

 

 

 

 

 

 

Adjusted loss per share - basic

 

$

(0.15

)

 

$

(0.38

)

Adjusted loss per share - diluted

 

$

(0.16

)

 

$

(0.40

)

 

 

 

 

 

 

 

Anti-dilutive amounts (j):

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

Anti-dilutive options to purchase Class A common stock (i)

 

 

 

 

 

29

 

Anti-dilutive restricted stock units (i)

 

 

254

 

 

 

264

 

 

 

 

 

 

 

 

Reconciliation of per share amounts:

 

 

 

 

 

 

Loss per share of Class A common stock — basic

 

$

(0.20

)

 

$

(0.50

)

Non-GAAP Adjustments (k)

 

 

0.05

 

 

 

0.12

 

Adjusted loss per share - basic

 

$

(0.15

)

 

$

(0.38

)

 

 

 

 

 

 

 

Loss per share of Class A common stock — diluted

 

$

(0.21

)

 

$

(0.51

)

Non-GAAP Adjustments (k)

 

 

0.05

 

 

 

0.11

 

Adjusted loss per share - diluted

 

$

(0.16

)

 

$

(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. This assumption uses blended statutory tax rate of 25.0% for the adjustments for the 2025 and 2024 periods, which represent the estimated tax rates that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(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 loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments.

(f)

Represents the adjustment to net loss attributable to non-controlling interests resulting from the above adjustments that impact the net loss of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 39.0% and 47.1% for the three months ended March 31, 2025 and 2024, respectively.

(g)

Represents the reallocation of net loss attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(h)

Represents the income tax expense effect of the above adjustment for reallocation of net loss attributable to non-controlling interests. This assumption uses blended statutory tax rates of 25.0% for the adjustments for 2025 and 2024 periods.

(i)

Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

(j)

The below amounts have not been considered in our adjusted loss per share – diluted amounts as the effect of these items are anti-dilutive. Additionally, 750,000 performance stock units granted in January 2025 were excluded from the calculation of our adjusted loss per share – diluted, since they represent contingently issuable shares for which all of the necessary conditions had not been satisfied.

(k)

Represents the per share impact of the Non-GAAP adjustments to net loss detailed above (see (a) through (f) above).

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 per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period. To improve comparability of our financial results, users of our financial statements may find it useful to review our loss per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (j) above).

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 as 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 March 31,

($ in thousands)

 

2025

 

2024

SG&A Excluding SBC:

 

 

 

 

 

 

SG&A

 

$

387,445

 

 

$

371,473

 

SBC - SG&A

 

 

(7,145

)

 

 

(5,105

)

SG&A Excluding SBC:

 

$

380,300

 

 

$

366,368

 

As a percentage of gross profit

 

 

88.5

%

 

 

91.0

%

 

Contacts