What changed in this filing

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Item 1. Business

2023-02-23 compared with 2022-02-24 · 39 added, 61 removed, 183 unchanged (35% of the section changed)

9 unchanged sentences

We believe our product and service offerings represent the best and most comprehensive assortment of services, protection plans, products and resources in the RV industry.

Many of our offerings, including our Good Sam services and plans, our private label RVs, and our private label accessories, are unique to us and have been developed in collaboration with leading industry suppliers and RV enthusiasts.

We also believe our used RV offering and reconditioning program are best in class and provide us with a unique strategic advantage in the market.

Many of our offerings, including our Good Sam services and plans, our private label RVs, our digital retail experience through RVs.com, and our private label accessories, are unique to us and have been developed in collaboration with leading industry suppliers and RV enthusiasts.

With more than 50 years of RV industry experience, 196 retail locations selling and/or servicing RVs, and 5.3 million Active Customers, we believe our size and scale allows us to deliver exceptional value to our customers.

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Our unique and comprehensive assortment of RV products and services, our national network of RV dealerships and service centers, our network of customer service and contact centers, and our online and e-commerce platforms all work together to service our customers and make RVing fun and easy.

When a new customer transacts with us across any of our business areas, the new customer enters our database and we leverage customized customer relationship management (“CRM”) tools

and analytics to actively and intelligently engage, service and promote other offerings and the RV lifestyle.

When a new customer transacts with us across any of our business areas, the new customer enters our database and we leverage customized customer relationship management (“CRM”) tools and pricing tools, such as the Good Sam RV Valuator, to actively and intelligently engage, service and promote

other offerings and the RV lifestyle.

We believe our size and scale allows us to deliver exceptional value to our customers.

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From 2011 to date, we have continued to expand our footprint of RV dealerships through new store openings and acquisitions.

In May 2017, we acquired certain assets of Gander Mountain Company (“Gander Mountain”) and its Overton’s, Inc.

(“Overton’s”) marine and watersports business through a bankruptcy auction.

Prior to the bankruptcy, Gander Mountain operated 160 retail locations and an e-commerce business that serviced the hunting, camping, fishing, shooting sports, and outdoor markets.

Following the acquisition, we rebranded the Gander Mountain business as Gander Outdoors and began opening the rebranded Gander Outdoors stores in December 2017.

In 2017 and 2018, we also acquired several other specialty retail businesses.

In 2019, we made a strategic decision to refocus our business around our core RV competencies.

In August of 2019, we divested 13 specialty store locations under the Uncle Dan’s and Rock Creek nameplates.

On September 3, 2019, our Board of Directors approved a plan to strategically shift our business away from locations where we did not have the ability or where it was not feasible to sell and/or service RVs (the “2019 Strategic Shift”).

As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift.

Additionally, under the 2019 Strategic Shift we rebranded Gander Outdoors to Gander RV and, through September 30, 2021, have recorded all of the inventory reserve charges for the exit of certain non-RV outdoor product categories.

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”).

This included the closure or divestiture of certain locations that did not have the ability or where it was not feasible to sell and/or service RVs.

Additionally, the 2019 Strategic Shift included the exit of certain non-RV product categories.

As of December 31, 2022, the activities under the 2019 Strategic Shift have been completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift.

For more information on the impact to our 2022, 2021 and 2020 financial results, please see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

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Good Sam Services and Plans

Our Good Sam Services and Plans segment consists of programs, plans and services that are geared towards protecting, insuring and promoting the RV lifestyle, and include services such as extended vehicle service contracts, vehicle roadside assistance, property and casualty insurance, travel protection, travel

planning and directories, and consumer shows and publications.

Because our Good Sam protection plans and programs are often purchased to cover a multiple-year period and are renewable in nature, this area of our business tends to generate high-margin, recurring revenue that is driven both by vehicle purchases and the installed base of RV owners in the United States.

Founded in 1966 to help fellow RV travelers on the road, the Good Sam brand has been supporting and assisting RVers for more than 50 years.

Our Good Sam Services and Plans segment offerings include:

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The contracts cover the cost of parts, labor and repairs to motorized and towable RVs as well as autos, pick-up trucks and sport utility vehicles.

The contracts ensure the members will have continuous protection during the life of the contracts.

The third party assumes full underwriting risk associated with the contracts and we are compensated on a commission basis.

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The plans provide 24/7 coverage for emergency medical evacuation, return-home services, emergency medical monitoring, as well as other travel assistance services.

We contract with a third party to offer travel protection plans through Good Sam TravelAssist, where the third party primarily assumes the underwriting risk through third-party underwriters.

We contract with a third party to offer travel protection plans through Good Sam TravelAssist, where the third party assumes the underwriting risk through third-party underwriters.

As of December 31, 2022, we had approximately 275,000 contracts in force primarily underwritten by a third party.

● Good Sam consumer shows .

We offer RV and outdoor related consumer shows designed to promote and sell RV and outdoor lifestyle and related products and services.

During 2020, as a consequence of COVID-19, we reduced the number of in-person consumer shows that we promoted and operated to 24 consumer shows in 20 cities across 15 states that attracted more than 210,000 visitors.

During 2021, also due to COVID-19, the Company held one in-person consumer show.

By comparison, during 2019, we promoted and operated 37 consumer shows in 29 cities across 18 states that attracted more than 285,000 visitors.

Further, due to ongoing COVID-19 concerns, we currently expect to hold fewer than 10 in-person consumer shows in 2022.

These shows provide a strategic opportunity to expose first-time buyers and existing RV and outdoor sports enthusiasts to our products and services.

● Other activities.

We produce certain monthly and annual RV focused consumer magazines, and travel and planning directories, and operate the Coast to Coast Club which provides access to and savings at private membership campgrounds.

We produce certain monthly and annual RV focused consumer magazines, travel and planning directories and field guides.

We also operate the Coast to Coast Club which provides access to and savings at private membership campgrounds, and our Good Sam Campground Solutions campground reservation platform.

RV and Outdoor Retail

Our RV and Outdoor Retail segment consists of all aspects of our RV dealership operations, which includes selling new and used RVs, assisting with the financing of new and used RVs, selling protection and insurance related services and plans for RVs, servicing and repairing new and used RVs, installing RV parts

and accessories, and selling RV and outdoor related products, parts and accessories.

Within our RV and Outdoor Retail business, we also operate the Good Sam Club, which we believe is the largest membership-based RV organization in the world, with approximately 2.1 million members as of December 31, 2021.

Within our RV and Outdoor Retail business, we also operate the Good Sam Club, which we believe is the largest membership-

based RV organization in the world, with approximately 2.0 million members as of December 31, 2022.

Membership benefits include a variety of discounts, exclusive benefits, specialty publications and other membership benefits, all of which we believe enhance the RV experience, drive customer engagement and loyalty, and provide cross-selling opportunities for our other products and services.

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The table below contains a breakdown of our new RV unit sales and average selling price by RV class for 2022.

Sales of new vehicles represented 47.4%, 51.8% and

48.5% of total revenue for 2021, 2020 and 2019, respectively.

Sales of new vehicles represented 46.3%, 47.7% and 51.8% of total revenue for 2022, 2021 and 2020, respectively.

Sales of used vehicles represented 26.9%, 24.4% and 18.1% of total revenue for 2022, 2021, and 2020, respectively.

• Vehicle financing.

Through arrangements with third-party lenders we are able to provide financing for most of the new and used RVs we sell through our retail locations.

Through arrangements with third-party lenders we are able to facilitate financing for most of the new and used RVs we sell through our retail locations.

Generally, our financing transactions are structured through long-term retail installment sales contracts with terms of up to 20 years, which we enter into with our customers on behalf of our third-party lenders.

The retail installment sales contracts are then assigned on a non-recourse basis, with the third-party lender assuming underwriting and credit risk.

In 2021, we arranged financing transactions for approximately 75.2% of our total number of new and used units sold for which we earn a commission from the third-party lender.

In 2022, we facilitated financing transactions for approximately 79.9% of our total new units sold and 72.1% of our total used units sold for which we earn a commission from the third-party lender.

• Protection Plans.

We offer and sell a variety of protection plans and services to the purchasers of our RVs as part of the delivery process, as well as gap, wheel, tire and fabric protection plans.

We offer and sell a variety of protection plans and services to the purchasers of our RVs as part of the delivery process, as well as gap, tire and wheel, extended service, and paint and fabric protection plans.

These products are primarily underwritten and administered by independent third parties, and we are primarily compensated on a commission basis.

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As of December 31, 2022, we had approximately 257,000 issued and open Good Sam co-branded credit card accounts.

• Other activities.

CW Design & Supply designs, manufactures, and distributes RV and camping furniture including our exclusive Thomasville Recreation brand, which features high-style designs that follow both classic and modern trends.

We offer a variety of outdoor products and accessories through our the-house.com e-commerce business.

Good Sam RV Rental provides a peer-to-peer RV rental marketplace.

Vehicle Sourcing and Dealer Agreements

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Dealer agreements generally give us the right to sell certain RV makes and models within an exclusive designated area.

The terms of these dealer agreements typically require us to, among other things, meet all the requirements and conditions of the manufacturer’s applicable programs, maintain certain minimum inventory requirements and meet certain retail sales objectives, perform services and repairs for all owners of the manufacturer’s RVs (regardless from whom the RV was purchased) that are still under warranty, and stock certain of the manufacturer’s parts and accessories needed to service and repair the manufacturer’s RVs, actively advertise and promote the manufacturer’s RVs, and indemnify the manufacturer under certain circumstances.

The terms of these dealer agreements typically require us to, among other things, meet all the requirements and conditions of the manufacturer’s applicable programs, maintain certain minimum inventory requirements and meet certain retail sales objectives, perform services and repairs for all owners of the manufacturer’s RVs (regardless from whom the RV was purchased) that are still under warranty, stock certain of the manufacturer’s parts and accessories needed to service and repair the manufacturer’s RVs, actively advertise and promote the manufacturer’s RVs, and indemnify the manufacturer under certain circumstances.

We primarily acquire used RVs through customer trade-ins, as well as private party purchases and consignments, and we generally recondition used RVs acquired for retail sale in our parts and service departments.

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The lifestyle element of the RV industry and the multi-year nature of many of our products and services provides the opportunity to build long-term relationships with our customers.

Our marketing strategies are focused on developing awareness around our brands, products and services, and driving traffic to our stores and websites, and we utilize a combination of direct mail, email, print materials, digital, social and traditional media, as well as online inventory listings to accomplish this.

Our marketing strategies are focused on developing awareness around our brands, products and services, and driving traffic to our stores and websites, and we utilize a combination of digital, social, email, direct mail, print materials, and traditional media, as well as online inventory listings to accomplish this.

As part of our marketing efforts, we maintain a proprietary database of individuals and customer purchasing data that we utilize for direct mail, email, text messaging and telemarketing campaigns.

As of December 31, 2022, this database contained over 28 million unique contacts.

In addition, we are involved in various sponsored sporting event activities.

We are the sponsor

of the NASCAR Camping World Truck Series, Major League Baseball, and National Hot Rod Association (“NHRA”) Camping World Drag Racing Series plus the naming rights sponsor of Camping World Stadium in Orlando, Florida.

We also have official partner status for our brands for both Major League Baseball and NASCAR.

In 2020 we introduced our first ever virtual consumer show with a five-day online event.

In 2021, we hosted 10 multi-day virtual events which we plan to continue in the coming years as part of our national lead generation strategy for both our physical and digital channels across our growing ecosystem.

In addition, we are a title sponsor of the National Hot Rod Association (“NHRA”) Camping World Drag Racing Series and the naming rights sponsor of Camping World Stadium in Orlando, Florida.

In 2020, we introduced our first ever virtual consumer show with a five-day online event called the Ultimate RV Show.

In 2022 and 2021, the Ultimate RV Show evolved to be a multi-channel experience that is both online and in store locations.

These shows provide a strategic opportunity to expose first-time buyers and existing RV and outdoor sports enthusiasts to our product and services.

Trademarks and Other Intellectual Property

We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam, Camping World, Gander Outdoors, Gander RV, and Overton’s.

We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com, www.campingworld.com, www.ganderoutdoors.com, www.ganderrv.com, www.rv.com, www.rvs.com, www.rvrentals.com, www.highways.com, www.overtons.com, www.skis.com, www.snowboards.com, and www.the-house.com, among others.

We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam, Camping World, and Overton’s.

We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com, www.campingworld.com, www.rv.com, www.rvs.com, www.rvrentals.com, www.highways.com, www.overtons.com, www.skis.com, www.snowboards.com, and www.the-house.com, among others.

We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts.

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Our learning and development team continues to create proprietary content for this training library.

We are also making an approximately $1.5 million investment in establishing learning labs at each of our locations that will allow for a dedicated space with the appropriate technology for employees to engage in their training programs.

These learning labs are expected to be completed during the first half of 2022.

We have also invested in learning labs at the majority of our locations that provide for a dedicated space with the appropriate technology for employees to engage in their training programs.

Our service technicians are critical to providing the high-quality installation and repair services that our customers expect.

Our Camping World Technical Institute (“CWTI”) includes full-time instructors at two dedicated campuses and one part-time campus as of December 31, 2021.

An additional dedicated campus is expected to open in 2022.

Our Camping World Technical Institute (“CWTI”) includes full-time instructors at three dedicated campuses and one part-time campus as of December 31, 2022.

The CWTI offers monthly 10-day training sessions to our service technicians.

In 2019, we provided training to 159 technicians through the CWTI and, despite the challenges faced with social distancing limitations as a result of COVID-19 safety precautions, we were able to train 357 and 101 new technicians on our level 1 course in 2021 and 2020, respectively.

In 2022 and 2021, we provided Level 1 training to 470 and 357 service technicians through CWTI, respectively, and, despite the challenges faced with social distancing

limitations as a result of COVID-19 safety precautions, we were able to train 101 new technicians on our Level 1 course in 2020.

Diversity, Equity, and Inclusion

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These areas include but are not limited to our Board of Directors, senior management, field operations, and the creation of campaigns, products and services.

We believe that our Company and our brand should reflect the

increasingly diverse audience of outdoor enthusiasts and our culture should promote respect and dignity of all humans.

We believe that our Company and our brand should reflect the increasingly diverse audience of outdoor enthusiasts and our culture should promote respect and dignity of all humans.

Community Engagement

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Associates receive paid time off for these volunteer hours.

In 2019, 3,364 associates volunteered 51,680 hours in their communities under the program.

In 2020, 840 associates volunteered 6,268 hours during January and February before the program was suspended as a safety precaution as a result of the COVID-19 pandemic.

We plan to reactivate the program when it is safe to do so.

In 2019, prior to the COVID-19 pandemic, 3,364 associates volunteered 51,680 hours in their communities under the program.

During January and February of 2020, 840 associates volunteered 6,268 hours in their communities under the program, before the program was suspended as a safety precaution as a result of the COVID-19 pandemic.

We plan to reactivate the program in 2023.

Health and Safety

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We have created and implemented processes to identify, reduce or eliminate physical hazards from the work environment, improve safety communication and train employees on safe work practices.

In response to the COVID-19 pandemic, we have implemented new health and safety measures at all of our locations.

We also issued COVID-19 awareness training to our associates to educate associates on how the virus is transmitted, how to monitor for symptoms of the virus, and how to protect themselves and others from increased spread of the virus.

For further discussion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — COVID-19” in Item 7 of Part II of this Form 10-K.

We face competition in all areas of our business.

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Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer but may choose to offer a broader array of competing products in the future.

The COVID-19 pandemic adversely impacted our business from mid-March through much of April 2020, but shifted to a favorable impact beginning primarily in May 2020.

For further discussion, see

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — COVID-19” in Item 7 of Part II of this Form 10-K.

Historically, our business has been seasonal.

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Consequently, our business is subject to a complex variety of federal, state and local requirements that regulate the environment and public health and safety.

For a discussion of the impact of COVID-19 on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — COVID-19” in Item 7 of Part II of this Form 10-K.

We do not have any material known environmental commitments or contingencies.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business