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Holders of Record
−Removed: As of February 10, 2023, there were five and 75,088 stockholders of record and beneficial holders, respectively, of our Class A common stock.
+Added: As of February 9, 2024, there were nine and 59,170 stockholders of record and beneficial holders, respectively, of our Class A common stock.
As of February 9, 2024, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
Dividend Policy
−Removed: On February 18, 2022, our Board of Directors approved an increase of the regular quarterly cash dividend on our Class A common stock to $0.625 per share from $0.50 per share, which is funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder is funded with all or a portion of the Excess Tax Distribution (as defined below).
−Removed: Prior to February 18, 2022, our quarterly cash dividend on our
−Removed: Class A common stock was raised in several incremental steps from our first cash dividend of $0.08 per share on December 20, 2016.
+Added: On August 1, 2023, our Board of Directors approved a decrease of the regular quarterly cash dividend on our Class A common stock to $0.125 per share from $0.625 per share, which is funded with all or a portion of the Excess Tax Distribution (as defined below).
+Added: On February 18, 2022, our Board of Directors had approved an increase of the regular quarterly cash dividend on our Class A common stock to $0.625 per share from $0.50
+Added: per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder was funded with all or a portion of the Excess Tax Distribution (as defined below).
+Added: Prior to February 18, 2022, our quarterly cash dividend on our Class A common stock was raised in several incremental steps from our first cash dividend of $0.08 per share on December 20, 2016.
Also, prior to 2021, the portion of our cash dividend relating to all or a portion of the Excess Tax Distribution was referred to as a special dividend.
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In general, tax distributions are made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described in our Tax Receivable Agreement) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (46.70% in 2023, 2022 and 2021), regardless of the actual final tax liability of any such member.
−Removed: Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
−Removed: In 2023, as a result of the conversion of certain subsidiaries, including Camping World, Inc., from Subchapter C corporations to limited liability companies (the “LLC Conversion”) (see Note 11 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K), which will generate significant capital losses in 2023 that will be allocated to each member of CWGS, LLC, it is expected that we will not receive any Excess Tax Distribution in 2023.
−Removed: These significant capital losses relate to the LLC Conversion itself and not the ongoing benefits that we expect from offsetting losses generated by these converted subsidiaries against income from other subsidiaries of CWGS, LLC.
−Removed: However, even with no Excess Tax Distribution in 2023, we expect to have the ability to continue to pay the regular quarterly cash dividend on our Class A common stock of $0.625 per share during 2023, which is subject to the discretion of our Board of Directors.
+Added: Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.
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Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all.
−Removed: See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources"
−Removed: and "Risk Factors—Risks Relating to Ownership of Our Class A Common Stock—Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” in this Form 10-K.
+Added: See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Risk Factors—Risks Relating to Ownership of Our Class A Common Stock—Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” in this Form 10-K.
Issuer Purchases of Equity Securities
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Stock Performance Graph
−Removed: The following graph and table illustrate the total return for the five years ended December 31, 2022 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Retailing Index.
+Added: The following graph and table illustrate the total return for the five years ended December 31, 2023 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly named the S&P 500 Retailing Index).
The comparisons reflected in the graph and table are not intended to forecast the future performance of our stock and may not be indicative of future performance.
−Removed: The graph and table assume that $100 was invested
−Removed: on December 31, 2017 in each of our Class A common stock, the S&P 500 Index, and S&P 500 Retailing Index and that any dividends were reinvested.
+Added: The graph and table assume that $100 was invested on December 31, 2018 in each of our Class A common stock, the S&P 500 Index, and S&P 500 Consumer Discretionary Distribution & Retail Index and that any dividends were reinvested.
+Added: As of December 31,
Camping World Holdings, Inc.
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S&P 500 Index
−Removed: S&P 500 Retailing Index
+Added: S&P 500 Consumer Discretionary Distribution & Retail Index
Zacks Investment Research, Inc.
6 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.