10 unchanged sentences
Our management has excluded from its assessment of internal control over financial reporting at December 31, 2022 the internal control over financial reporting of several of our recently acquired businesses in 2022, comprised of nine dealerships (the “Excluded Acquisitions”).
−Removed: The Excluded Acquisitions constituted $64.5 million and $15.0 million of total assets and net assets, respectively, as of December 31, 2021, and $106.1 million and $10.1 million of revenues and pre-tax income, respectively, for the year then ended.
+Added: The Excluded Acquisitions constituted $74.3 million and $9.9 million of total assets and net assets, respectively, as of December 31, 2022, and $42.5 million and $2.3 million of revenues and pre-tax loss, respectively, for the year then ended.
Based on our assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
1 unchanged sentence
Changes in Internal Control over Financial Reporting
−Removed: During the quarter ended December 31, 2021, we completed the process of incorporating the internal controls for the businesses we acquired in 2020, comprised of nine dealerships and an RV furniture distributor (the “2020 Excluded Acquisitions”), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2020 Excluded Acquisitions.
+Added: During the quarter ended December 31, 2022, we completed the process of incorporating the internal controls for the businesses we acquired in 2021, comprised of nine dealerships (the “2021 Excluded Acquisitions”), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2021 Excluded Acquisitions.
Except as otherwise described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
7 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 23, 2023, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Company's recently acquired businesses in 2021, comprised of nine dealerships (the "Excluded Acquisitions"), and whose financial statements constitute $64.5 million and $15.0 million of total and net assets, respectively, as of December 31, 2021, and $106.1 million and $10.1 million of revenues and pre-tax income, respectively, for the year then ended.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at the Excluded Acquisitions.
+Added: As described in Management's Annual Report on Internal Control over Financial Reporting in Item 9A, management excluded from its assessment the internal control over financial reporting at the Company's recently acquired businesses in 2022, comprised of nine dealerships (the "Excluded Acquisitions").
+Added: The Excluded Acquisitions constituted $74.3 million and $9.9 million of total assets and net assets, respectively, as of December 31, 2022.
+Added: They represented $42.5 million of revenue and decreased pre-tax income by $2.3 million for the year ended December 31, 2022.
Basis for Opinion
39 unchanged sentences
Equity compensation plans not approved by security holders
−Removed: (1) Includes awards granted and available to be granted under our 2016 Incentive Award Plan.
+Added: (1) Includes awards granted and available to be granted under our 2016 Plan.
Other information required by this item with respect to security ownership of certain beneficial owners and management will be included under the caption “Security Ownership of Certain Beneficial Owners and
33 unchanged sentences
Filed/ Furnished Herewith
−Removed: Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc.
−Removed: and Marcus A.
−Removed: Employment Agreement, dated January 1, 2010, by and between FreedomRoads, LLC, CWI, Inc.
−Removed: and Brent Moody
−Removed: First Amendment to Employment Agreement, dated January 1, 2011, by and between FreedomRoads, LLC, CWI, Inc.
−Removed: and Brent Moody
−Removed: Employment Agreement between Camping World Holdings, Inc.
−Removed: Moody, dated May 3, 2021
+Added: Credit Agreement, dated June 3, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
+Added: Amendment No.
+Added: 1 to Credit Agreement, dated December 20, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
+Added: Credit Agreement, dated as of October 27, 2022, by and among certain subsidiaries of FRHP Lincolnshire, LLC, as Holdings, certain subsidiaries of Holdings, as Borrowers, CWGS Group, LLC as Guarantor, Manufacturers and Traders Trust Company, as Administrative Agent, and the Financial Institutions Party thereto, as Lenders
Camping World Holdings, Inc.
10 unchanged sentences
Form of Indemnification Agreement
−Removed: Credit Agreement, dated June 3, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
−Removed: Amendment No.
−Removed: 1 to Credit Agreement, dated December 20, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
−Removed: Employment Agreement, by and between Camping World Holdings, Inc.
−Removed: and Tamara Ward dated December 19, 2019
+Added: Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc.
+Added: and Marcus A.
+Added: Employment Agreement between Camping World Holdings, Inc.
+Added: Moody, dated May 3, 2021
Employment Agreement with Karin L.
4 unchanged sentences
Filed/ Furnished Herewith
+Added: First Amendment to Employment Agreement with Karin L.
+Added: Bell, dated June 1, 2022
+Added: Employment Agreement, effective as of January 1, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Matthew Wagner.
+Added: Transition Agreement, by and between CWGS Enterprises, LLC and Tamara Ward dated January 1, 2023
List of Subsidiaries of Camping World Holdings, Inc.
28 unchanged sentences
February 23, 2023
−Removed: Stephen Adams
President, Camping World Holdings, Inc.
4 unchanged sentences
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.