4 unchanged sentences
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the "Exchange Act,") as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the "Exchange Act,") as of the end of the period covered by this Annual Report on Form 10-K.
Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.
2 unchanged sentences
Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
−Removed: 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”).
+Added: Our management has excluded from its assessment of internal control over financial reporting at December 31, 2023 the internal control over financial reporting of several of our recently acquired businesses in 2023, comprised of 18 dealerships (the “Excluded Acquisitions”).
The Excluded Acquisitions constituted $149.2 million and $23.5 million of total assets and net assets, respectively, as of December 31, 2023, and $99.8 million and $8.1 million of revenues and pre-tax loss, respectively, for the year then ended.
5 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and the Board of Directors of Camping World Holdings, Inc.
−Removed: and subsidiaries
+Added: To the stockholders and the Board of Directors of Camping World Holdings, Inc., and subsidiaries
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Camping World Holdings, Inc.
−Removed: and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: We have audited the internal control over financial reporting of Camping World Holdings, Inc., and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
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, 2023, of the Company and our report dated February 26, 2024, expressed an unqualified opinion on those financial statements.
−Removed: 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: 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 2023, comprised of 18 dealerships (the "Excluded Acquisitions").
The Excluded Acquisitions constituted $149.2 million and $23.5 million of total assets and net assets, respectively, as of December 31, 2023.
−Removed: They represented $42.5 million of revenue and decreased pre-tax income by $2.3 million for the year ended December 31, 2022.
+Added: They represented $99.8 million of revenue and pre-tax loss of $8.1 million for the year ended December 31, 2023.
Basis for Opinion
16 unchanged sentences
/s/ Deloitte & Touche LLP
−Removed: Los Angeles, California
+Added: Chicago, Illinois
February 26, 2024
Other Information
−Removed: Not applicable
+Added: (a) Not applicable
+Added: (b) During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
4 unchanged sentences
The information contained on our website is not incorporated by reference into this Form 10-K.
+Added: In February 2024, our headquarters moved from 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069 to 2 Marriott Drive, Lincolnshire, IL 60069.
+Added: Any communications from stockholders, including recommendations of nominees to the Company’s board of directors, should be sent to our new headquarters at 2 Marriott Drive, Lincolnshire, IL 60069.
The information concerning our executive officers and directors in response to this item is contained above in part under the caption “Information About Our Executive Officers and Directors” at the end of Part I of this Form 10-K.
12 unchanged sentences
(1) Includes awards granted and available to be granted under our 2016 Plan.
−Removed: 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
−Removed: Management” and “Equity Compensation Plan Information” in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.
+Added: 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 Management” and “Equity Compensation Plan Information” in our Proxy Statement for our 2024 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
60 unchanged sentences
Employment Agreement, effective as of January 1, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Matthew Wagner
−Removed: Transition Agreement, by and between CWGS Enterprises, LLC and Tamara Ward dated January 1, 2023
+Added: Amendment No.
+Added: 1 to Tax Receivable Agreement, dated December 22, 2023
+Added: Amendment No.
+Added: 1 to the Eighth Amended and Restated Credit Agreement, dated July 18, 2023, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto
+Added: Second Amendment to Employment Agreement with Karin L.
+Added: Bell, dated July 13, 2023
+Added: Employment Agreement, effective as of July 13, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Thomas E.
+Added: Employment Agreement, effective as of July 13, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Lindsey Christen
List of Subsidiaries of Camping World Holdings, Inc.
5 unchanged sentences
Section 1350 Certification of Chief Financial Officer
+Added: Policy For Recovery of Erroneously Awarded Compensation
+Added: Incorporated by Reference
+Added: Exhibit Number
+Added: Exhibit Description
+Added: Filed/ Furnished Herewith
Inline XBRL Instance Document – the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
19 unchanged sentences
February 26, 2024
−Removed: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
+Added: Chief Financial Officer (Principal Financial Officer)
February 26, 2024
+Added: /s/ THOMAS E.
+Added: Chief Accounting Officer (Principal Accounting Officer)
+Added: February 26, 2024
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.