CWH
Camping World Holdings, INC
NYSE
SCHEDULE 13G/A: Camping World Holdings: Key Insiders Maintain Significant Stake Amidst Unforeseen Entity Dissolution Delay
Sentiment:
Beneficial Ownership Amendment
13 February 2025 2:00 AM
An amended Schedule 13G filing reveals that key reporting persons, including Marcus Lemonis, CWGS Holding, LLC, and ML Acquisition Company, LLC, maintain a substantial beneficial ownership of Camping World Holdings, Inc. Class A Common Stock, with previously anticipated entity dissolutions not occurring by year-end 2024.
Worse than expected
The document states that the previously disclosed belief that CWGS Holding, LLC and ML Acquisition Company, LLC would be dissolved by December 31, 2024, did not materialize. This non-occurrence of an expected event, particularly one that could simplify corporate structure, is a negative deviation from prior expectations.
Delay expected
The dissolution of CWGS Holding, LLC and ML Acquisition Company, LLC, which was previously expected to occur by December 31, 2024, has been delayed indefinitely, as the Reporting Persons do not know when it may occur in the future.
Summary
- As of December 31, 2024, CWGS Holding, LLC and ML Acquisition Company, LLC each beneficially own 32,584,700 shares of Camping World Holdings, Inc. Class A Common Stock, representing 41.7% of the class.
- Marcus Lemonis beneficially owns an aggregate of 32,739,968 shares, equating to 41.9% of the Class A Common Stock, comprising 155,268 shares with sole voting and dispositive power, and 32,584,700 shares with shared voting and dispositive power.
- The beneficial ownership percentages are calculated based on 45,491,530 shares of Class A Common Stock outstanding as of October 25, 2024.
- CWGS Holding, LLC is the record holder of 32,584,700 Common LLC Units, which are redeemable for Class A Common Stock on a one-for-one basis.
- The Reporting Persons had previously expected CWGS Holding, LLC and ML Acquisition Company, LLC to be dissolved by December 31, 2024, but these dissolutions did not occur.
- The number of securities beneficially owned by the Reporting Persons remains unchanged from September 30, 2024, due to the non-occurrence of the dissolutions.
- Marcus Lemonis is the sole director of ML Acquisition Company, LLC, which wholly owns CWGS Holding, LLC, leading to shared beneficial ownership attribution.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the non-occurrence of a previously expected corporate simplification (dissolution of entities) and the stated uncertainty regarding its future timing. While the core ownership remains stable, the missed expectation introduces an element of uncertainty.
Negatives
- The previously disclosed expectation that CWGS Holding, LLC and ML Acquisition Company, LLC would be dissolved by December 31, 2024, did not materialize, introducing uncertainty regarding the future corporate structure.
- The Reporting Persons do not know when the dissolution of these entities may occur in the future, indicating a lack of clear timeline for a previously anticipated corporate simplification.
Risks
- Uncertainty regarding the future dissolution of CWGS Holding, LLC and ML Acquisition Company, LLC, which could impact the corporate structure and investor perception.
- Potential for prolonged complexity in the ownership structure due to the indefinite delay of the anticipated entity dissolutions.
Future Outlook
The Reporting Persons previously anticipated the dissolution of CWGS Holding, LLC and ML Acquisition Company, LLC by December 31, 2024, but these dissolutions did not occur. The Reporting Persons currently do not know when these dissolutions may occur in the future, indicating an indefinite delay in a previously expected corporate simplification.
Management Comments
- Marcus A. Lemonis, CEO of CWGS Holding, LLC and ML Acquisition Company, LLC, signed the Power of Attorney related to the filing.
Industry Context
This filing is an amendment to a Schedule 13G, which is a routine disclosure of beneficial ownership by passive investors or large shareholders. It primarily provides transparency on the ownership structure of Camping World Holdings, Inc. and does not directly reflect broader industry trends, though the stability of a significant insider stake can be a factor in investor confidence within the recreational vehicle and outdoor lifestyle industry.
Stakeholder Impact
- Shareholders: Provides clarity on the continued significant beneficial ownership by key insiders, but also introduces uncertainty regarding the timing of previously anticipated corporate structure simplifications.
- Management: The filing confirms the ongoing control and influence of Marcus Lemonis over a substantial portion of the company's shares.
Next Steps
- Potential future dissolution of CWGS Holding, LLC and ML Acquisition Company, LLC, though the timing remains unknown.
Related Party Transactions
- CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC, and Marcus Lemonis is the sole director of ML Acquisition Company, LLC, establishing a control relationship among the reporting persons and the beneficial ownership of Camping World Holdings, Inc. securities.
Key Dates
- 2017-02-10: Date of initial Schedule 13G filing by the Reporting Persons, with a Joint Filing Agreement incorporated by reference.
- 2024-10-25: Date as of which 45,491,530 shares of Class A Common Stock were outstanding, based on the Issuer's Form 10-Q.
- 2024-10-29: Date the Issuer's quarterly report on Form 10-Q was filed with the SEC, providing the outstanding share count.
- 2024-12-31: Date of event which requires filing of this statement; also the date by which CWGS Holding, LLC and ML Acquisition Company, LLC were previously expected to be dissolved, but were not.
- 2025-02-11: Date the Power of Attorney was executed by Marcus A. Lemonis.
- 2025-02-12: Date the Schedule 13G/A was signed by Lindsey Christen, Attorney-in-Fact for the Reporting Persons.
Keywords
Camping World Holdings, CWGS Holding LLC, ML Acquisition Company LLC, Marcus Lemonis, Beneficial Ownership, Schedule 13G/A, SEC Filing, Class A Common Stock, Corporate Governance, Shareholder Disclosure
CWH
Camping World Holdings, INC
NYSE
Sector: TBD
Filings with Classifications
Better than expected
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Beneficial Ownership Report
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Worse than expected
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Quarterly Report
- The company reported a net loss, which is worse than breakeven or a profit.
- Active customer count decreased by 14.2% year-over-year.
- Good Sam Club membership decreased by 13.2% year-over-year.
Better than expected
29 April 2025 4:10 PM
Earnings Release
- The company's Adjusted EBITDA increased nearly 4x year-over-year.
- The company's net loss improved by 51.4% year-over-year.
Worse than expected
4 April 2025 4:05 PM
Definitive Proxy Statement
- The company experienced a net loss of $(78.9) million in 2024, compared to net income in previous years.
- Adjusted EBITDA decreased by 37.5% from 2023 to 2024.
- The company had a shortfall from the budgeted Adjusted EBITDA goal of $371.4 million with final consolidated Adjusted EBITDA performance of $178.8 million.
Worse than expected
28 February 2025 9:06 PM
Annual Results
- Revenue decreased from $6.23 billion to $6.10 billion.
- Net income decreased from $52.9 million to a net loss of $(78.9) million.
- Adjusted EBITDA decreased from $286.2 million to $178.8 million.
Better than expected
25 February 2025 4:10 PM
Earnings Release
- The company's Q4 results show improvements in revenue, gross profit, and adjusted EBITDA compared to the previous year, indicating a positive trend.
Delay expected
13 February 2025 2:00 AM
Beneficial Ownership Amendment
- The dissolution of CWGS Holding, LLC and ML Acquisition Company, LLC, which was previously expected to occur by December 31, 2024, has been delayed indefinitely, as the Reporting Persons do not know when it may occur in the future.
Worse than expected
13 February 2025 2:00 AM
Beneficial Ownership Amendment
- The document states that the previously disclosed belief that CWGS Holding, LLC and ML Acquisition Company, LLC would be dissolved by December 31, 2024, did not materialize. This non-occurrence of an expected event, particularly one that could simplify corporate structure, is a negative deviation from prior expectations.
Better than expected
14 January 2025 4:31 PM
Investor Presentation
- Camping World's new unit sales growth of 22% significantly outperformed the industry's decline of 13%.
Capital raise
1 November 2024 4:15 PM
Capital Raise Announcement
- The company is issuing 14,634,146 shares of Class A common stock at $20.50 per share.
- Underwriters have an option to purchase an additional 2,195,121 shares.
- The company expects to receive approximately $288.8 million in net proceeds from the offering.
Worse than expected
29 October 2024 4:05 PM
Quarterly Report
- The company's net income attributable to Camping World Holdings, Inc. decreased significantly year-over-year.
- The company's gross profit decreased by 4.7% year-over-year.
- The company's same store revenue decreased by 2.7%.
Worse than expected
28 October 2024 4:10 PM
Quarterly Report
- Net income decreased by 73.9% year-over-year, indicating a significant decline in profitability.
- Adjusted EBITDA decreased by 28.9% year-over-year, reflecting a substantial drop in operational performance.
- Diluted earnings per share decreased by 71.9% year-over-year, showing a sharp decline in earnings per share.
- Used vehicle revenue decreased by 24.2% year-over-year, indicating a significant drop in sales in this segment.
Worse than expected
13 September 2024 7:09 PM
SEC Form 4 Filing
- The CEO selling a significant amount of shares is worse than expected.
Capital raise
30 August 2024 4:06 PM
Credit Agreement Amendment
- The company has increased its borrowing capacity by $50 million.
- There is an option to request an additional $100 million in borrowing capacity.
Worse than expected
1 August 2024 4:05 PM
Quarterly Report
- The company's net income attributable to Camping World Holdings decreased significantly by 66.0% year-over-year.
- The company's same-store revenue decreased by 10.8%, indicating a decline in sales performance at established locations.
- The company's used vehicle revenue decreased by 22.8%, reflecting a significant downturn in that segment.
Worse than expected
31 July 2024 4:10 PM
Quarterly Report
- Net income decreased by 63.8% year-over-year.
- Adjusted EBITDA decreased by 24.2% year-over-year.
- Used vehicle revenue decreased by 22.8% year-over-year.
- The company experienced a decline in average selling prices for both new and used vehicles.
Worse than expected
3 May 2024 4:12 PM
Quarterly Report
- The company's net loss of $22.3 million is a significant decrease from the net income of $3.2 million in the same period last year.
- The company's total revenue decreased by 8.3% year-over-year, indicating a decline in sales.
- The company's used vehicle sales and gross profit experienced a substantial decline, impacting overall profitability.
- The company's active customer base decreased by 8.8% year-over-year, indicating a loss of market share.
Worse than expected
1 May 2024 4:10 PM
Quarterly Report
- The company reported a net loss of $50.8 million, a significant downturn from the previous year's net income of $4.9 million.
- Adjusted EBITDA decreased substantially by 86.5% to $8.2 million.
- Gross profit and gross margin decreased, impacting overall profitability.
Worse than expected
21 February 2024 4:12 PM
Annual Results
- The company's full-year revenue, net income, and adjusted EBITDA were all significantly lower than the previous year.
- The company experienced a net loss for the fourth quarter.
- The company reduced its annualized cash dividend by $1.00 per share.
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