Camping World Holdings (CWH) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operationsNew
2. 02Our business is affected by the availability and cost of financing to us and our customers34% rewritten
3. 03Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business34% rewritten
4. 04Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc36% rewritten
5. 05information on our dealer arrangements, see “Item 1. Business ─ Vehicle Sourcing and Dealer Arrangements” under Part I of this Form 10-KNew
6. 06Changes in consumer preferences for our products or our failure to gauge those preferences could lead to reduced sales and increased cost of sales and selling, general and administrative expenses28% rewritten
7. 07Competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast could reduce our revenues and profitability
8. 08Unforeseen expenses, difficulties, and delays encountered in connection with acquisitions could inhibit our growth and negatively impact our profitability
9. 09Failure to maintain the strength and value of our brands and reputation could have a material adverse effect on our business, financial condition and results of operations73% rewritten
10. 10Our failure to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends has, and may continue to have, an adverse effect on our business, financial condition and results of operationsNew
11. 11Our same store revenue may fluctuate and may not be a meaningful indicator of future performance
12. 12Our business is seasonal and this leads to fluctuations in revenues
13. 13Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital
14. 14Our Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that may impair our ability to access sufficient capital and operate our business
15. 15Future pandemics or health crises may have negative impacts on our business, including disruptions to our operations that could have a material adverse effect on our results of operations, financial condition and cash flows
16. 16We may not successfully execute or achieve the expected benefits of our cost cutting initiatives
17. 17We primarily rely on our fulfillment and distribution centers for our retail and e-commerce businesses, and, if there is a natural disaster or other serious disruption at any such facility, we may be unable to deliver merchandise effectively to our stores or customers
18. 18Natural disasters, whether or not caused by climate change, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect our financial performance
19. 19We depend on our relationships with third-party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on our business and results of operations
20. 20Because certain of the products that we sell are manufactured abroad, we may face delays, new or increased tariffs, increased cost or quality control deficiencies in the importation of these products, which could reduce our net sales and profitability50% rewritten
21. 21A portion of our net income is related to financing, insurance and extended service contracts, which depend on third-party lenders and insurance companies. We cannot assure you that third-party lending institutions will continue to provide financing for RV purchases
22. 22If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected67% rewritten
23. 23We are subject to risks associated with leasing substantial amounts of space
24. 24Our exclusive brand offerings expose us to various risks21% rewritten
25. 25We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets

Risks related to Regulation and Litigation

1. 26Our business is subject to numerous federal, state and local regulations96% rewritten
2. 27We are subject to environmental, health and safety laws and regulations, violations of which could adversely affect our business, financial condition and results of operations
3. 28Our operations are subject to a series of risks related to climate change and other environmental, social, and governance (“ESG”) matters21% rewritten
4. 29A failure in our e-commerce operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage
5. 30We may be unable to enforce our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on our business, financial condition and results of operations
6. 31If we are unable to maintain or upgrade our information technology systems or if we are unable to convert to alternate systems in an efficient and timely manner, our operations may be disrupted or become less efficient
7. 32Our business may be affected by the evolving regulatory framework for AI TechnologiesNew
8. 33We may be subject to product liability claims if people or property are harmed by the products we sell40% rewritten
9. 34We have been named in litigation, which has resulted in substantial costs and may result in reputational harm and divert management’s attention and resources

Risks Relating to Our Organizational Structure

1. 35Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to any director or stockholder who is not employed by us or our affiliates
2. 36We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify for exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements65% rewritten
3. 37independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation CommitteesNew
4. 38Our principal asset is our interest in CWGS, LLC, and accordingly, we depend on distributions from CWGS, LLC to pay dividends, taxes and expenses, including payments under the Tax Receivable Agreement. CWGS, LLC’s ability to make such distributions may be subject to various limitations and restrictions
5. 39Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant73% rewritten
6. 40The amounts that we may be required to pay to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize
7. 41We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement in the event that any tax benefits are disallowed
8. 42Our organizational structure may cause us to be subject to IRS audit, which may result in the assessment of interest and penalties

Risks Relating to Ownership of Our Class A Common Stock

1. 43The Continuing Equity Owners (through common units) own interests in CWGS, LLC, and the Continuing Equity Owners have the right to redeem their interests in CWGS, LLC pursuant to the terms of the CWGS LLC Agreement for newly-issued shares of Class A common stock or cash
2. 44You may be diluted by future issuances of additional Class A common stock or common units in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price32% rewritten
3. 45Our ability and intention to pay dividends on our Class A common stock, if any, is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions38% rewritten
4. 46Delaware law and certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our company
5. 47We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock
6. 48Material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the price of our Class A common stock46% rewritten
7. 49Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition
8. 50Our Class A common stock price may be volatile or may decline regardless of our operating performance
9. 51If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline