10-K: Camping World posts 2025 loss; dividend paused
Annual Report
Camping World reported 2025 revenue growth but a wider net loss driven by a tax valuation allowance, stronger adjusted EBITDA, and paused its dividend to prioritize deleveraging.
Summary
- Revenue rose 4.4% to $6.37 billion; total gross profit was $1.88 billion with a 29.5% gross margin (down 45 bps).
- Net loss attributable to Class A shareholders was $89.8 million (vs. $38.6 million loss in 2024); GAAP EPS was $(1.43).
- Adjusted EBITDA increased 35.8% to $242.9 million; Adjusted EBITDA margin was 3.8% (from 2.9%).
- New RV units sold grew 5.6% to 74,458; used RV units sold grew 24.6% to 63,574, while average selling prices fell 7.5% (new) and 2.0% (used).
- Finance & insurance (net) revenue increased 6.6% to $639.5 million; F&I per vehicle was $4,633 (down 6.1%).
- Active Customers declined 6.2% to 4.21 million; Good Sam paid members fell 7.7% to ~1.6 million.
- Floor plan interest expense declined to $76.8 million (from $95.1 million); other interest expense fell to $121.8 million (from $140.4 million).
- A $182.8 million full valuation allowance on deferred tax assets drove $225.8 million income tax expense; TRA liability was reduced by $149.0 million.
- Inventory increased to $2.11 billion (new: $1.42 billion; used: $0.53 billion); working capital decreased to $435.1 million; cash was $215.0 million.
- Store count ended 2025 at 196 (down from 206), reflecting footprint optimization; same-store revenue grew 4.8% to $5.52 billion.
- Leadership changes effective Jan 1, 2026: Matthew D. Wagner named CEO and director; Brent Moody named Chairman; Marcus A. Lemonis retired as CEO/Chairman and became Co‑Founder & Special Advisor through Dec 31, 2026.
- Regular cash dividend was paused in February 2026 to focus on reducing net debt leverage and due to reduced excess tax distributions.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as mixed: stronger Adjusted EBITDA and used unit momentum offset by a wider GAAP loss (valuation allowance), margin pressure, membership declines, higher inventories, and a paused dividend.
Positives
- Adjusted EBITDA rose 35.8% to $242.9 million, with margin improving to 3.8%.
- Used RV sales momentum: units up 24.6% and used vehicle gross margin improved by 14 bps.
- Finance & insurance (net) revenue increased 6.6% to $639.5 million and represented 13.5% of vehicle revenue.
- Floor plan and other interest expenses decreased by a combined $36.9 million year over year.
- Same-store revenue increased 4.8% to $5.52 billion despite pricing headwinds.
- Liquidity actions: completed a $333.4 million net equity raise in November 2024; expanded and extended Floor Plan Facility in February 2025.
Negatives
- Net loss widened to $89.8 million (GAAP EPS $(1.43)), primarily due to a $182.8 million valuation allowance on deferred tax assets.
- Overall gross margin declined 45 bps to 29.5%; new vehicle margin down 120 bps amid 7.5% ASP decline.
- Active Customers decreased 6.2% to 4.21 million; Good Sam paid membership fell 7.7% to ~1.6 million.
- Inventory rose 15.9% to $2.11 billion, including a 28.4% increase in used RV inventory; working capital decreased to $435.1 million.
- Dividend paused in February 2026, reducing immediate shareholder cash returns.
- Store count fell to 196 from 206 due to consolidation and closures.
Risks
- Macroeconomic sensitivity: inflation, interest rates, consumer credit availability, and discretionary spending could reduce demand for RVs and services.
- Concentration risk: Thor Industries (58.4%) and Forest River (34.4%) represented the majority of new RV inventory as of Dec 31, 2025.
- Fuel prices and potential regulatory changes (e.g., CARB rules) could impact RV usage and product availability, pressuring demand and margins.
- Debt covenants and leverage: Senior Secured Credit Facilities and Floor Plan Facility include restrictive covenants and financial ratio requirements.
- Cybersecurity and data privacy: prior incident in 2022; ongoing risks from evolving threats could cause disruption and costs.
- Seasonality heightens sensitivity to adverse events in peak quarters; miscalculating demand mix can elevate carrying costs and discounting.
- Ongoing litigation exposure, including class actions and employment matters, with potential financial and reputational impact.
- Good Sam membership and retention risk; declines in Active Customers and membership can pressure recurring revenue.
- Tariff/trade and supply chain risks on imported parts and merchandise; potential cost inflation and delays.
Future Outlook
Management expects used RV sales growth to normalize in 2026 after inventory replenishment, continues to optimize the store base, reduce net debt leverage, and manage pricing/mix amidst lower new RV ASPs. The Board plans to revisit resuming the regular dividend at a later date depending on liquidity, leverage and excess tax distributions.
Management Comments
- Focused on optimizing the same-store base as the RV market contracted; management believes this positioned the company to benefit in the next cycle.
- Increased used vehicle procurement late 2024 into 2025 to drive unit growth; expect a lower growth rate in 2026 as inventories normalize.
- Paused the regular cash dividend in February 2026 to concentrate on deleveraging and due to reduced excess tax distributions; will re-evaluate in the future.
- Expanded and extended the Floor Plan Facility to support inventory and growth; interest expense declined with lower average rates.
Industry Context
StockSavvy.ai notes the RV industry shipped 342,220 wholesale units in 2025 (+2.5% YoY), a modest recovery from 2024 lows. Dealer networks like Camping World and Lazydays navigated pricing headwinds and elevated borrowing costs by pushing used units and F&I attachment. OEM concentration (Thor, Forest River) remains high, influencing dealer inventory and margins relative to broader specialty retail peers.
Comparison to Industry Standards
- Adjusted EBITDA margin of 3.8% trails mass auto retail peers in favorable cycles but improved year over year as used mix and F&I strengthened.
- Unit growth in used RVs (+24.6%) outpaced the broader industry’s modest recovery in shipments (+2.5%), reflecting effective sourcing and reconditioning.
- Finance & insurance contribution at 13.5% of vehicle revenue is in line with specialty dealer best practices, though F&I per vehicle fell 6.1% amid lower ASPs.
- Gross margin pressure in new RVs (down 120 bps) mirrors industry dynamics as ASPs reset lower post-pandemic and competitive pricing intensified.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer and Director | Marcus A. Lemonis | Matthew D. Wagner | 2026-01-01 | Retirement of prior CEO; leadership transition |
| Chairman of the Board | Marcus A. Lemonis | Brent Moody | 2026-01-01 | Board leadership transition following CEO retirement |
| Co-Founder & Special Advisor (non-executive) | NA | Marcus A. Lemonis | 2026-01-01 | Transitioned from CEO/Chairman to advisory role through December 31, 2026 |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Plan Amendment | Amended and restated 2016 Incentive Award Plan; increased non-employee director compensation limits including up to $1,000,000 for Non-Executive Chairman. | 2025-12-02 | Enhances board compensation flexibility; modest shareholder dilution potential but aligns with governance practices. |
| Director Compensation Policy | Updated Non-Employee Director Compensation Policy including retainers for committee roles, lead independent director, and chairperson. | 2025-12-02 | Clarifies and standardizes director pay structure; expected neutral financial impact. |
Legal Proceedings
- Arbitration awards in favor of company affiliates in the Tumbleweed/Weissmann matters; subsequent petitions to vacate were denied and judgment entered July 8, 2025; appeals filed August 21, 2025. Collection is not assured.
- The company is engaged in various other legal actions in the ordinary course (e.g., wage and hour, employment, commercial disputes); management does not expect a material adverse effect, though outcomes are uncertain.
Related Party Transactions
- Marcus A. Lemonis entered into a Second Amended and Restated Employment Agreement (effective Jan 1, 2026); a $1.5 million 2026 salary was accrued at Dec 31, 2025 due to nonsubstantive service conditions.
- The one share of Class C common stock, held by ML RV Group (wholly owned by Marcus A. Lemonis), retains special voting rights absent a Class C change of control.
Stakeholder Impact
- Shareholders: Dividend paused in February 2026, impacting current income; potential long-term benefits from deleveraging and margin improvement.
- Employees: Continued investment in training and development; organizational optimization may affect staffing and morale.
- Customers: Expanded used RV availability and service capacity, but potential pricing variability amid industry normalization.
- Suppliers/OEMs: High concentration with Thor and Forest River preserves scale economies but elevates dependency risk.
- Creditors/Lenders: Facility expansions strengthen liquidity; focus on covenant compliance and leverage reduction.
Next Steps
- Re-evaluate resumption of the regular cash dividend when leverage, liquidity and excess tax distributions permit.
- Continue deleveraging to reduce net debt leverage and interest burden.
- Optimize store footprint and pursue selective acquisitions/greenfields with disciplined returns.
- Manage pricing/mix to stabilize new RV margins and sustain used RV throughput.
- Integrate 2025 acquisitions and realize inventory and F&I synergies.
- Monitor manufacturer concentration risk and diversify assortment where feasible.
- Execute on $1.4 million TRA payment expected in 2026 contingent on realizability.
Key Dates
| Date | Description |
|---|---|
| 2024-11-01 | Completed public offering of 16,829,267 Class A shares; ~$333.4 million net proceeds |
| 2024-08-27 | Amended M&T Real Estate Facility to increase capacity by $50 million |
| 2025-02-18 | Ninth Amended and Restated Floor Plan Facility; increased to $2.15 billion and extended maturity |
| 2025-12-02 | Amended 2016 Incentive Award Plan; updated Non-Employee Director Compensation Policy |
| 2025-12-31 | Fiscal year-end; store count 196; management transition effective next day |
| 2026-01-01 | Matthew D. Wagner appointed CEO and director; Brent Moody appointed Chairman; Marcus A. Lemonis moved to Special Advisor |
| 2026-02-27 | Filed 2025 Form 10-K |
| 2026-02-01 | Board determined to pause regular cash dividend program (February 2026) |
Recommendation
holdImproved Adjusted EBITDA and used unit growth are encouraging, but a wider GAAP loss, lower gross margins, higher inventories, and a paused dividend temper the outlook. Given deleveraging plans and cyclicality, a neutral hold stance is appropriate pending clearer evidence of margin stabilization and membership growth.
Keywords
Camping World, CWH, RV dealership, Good Sam, F&I, floor plan financing, used RV sales, Thor Industries, Forest River, Adjusted EBITDA, valuation allowance, dividend pause, Tax Receivable Agreement, multi-class stock, NYSE
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