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Inventories and Floor Plan Payables

6 Months Ended

Jun. 30, 2025

3. Inventories and Floor Plan Payables

Inventories consisted of the following (in thousands):


	June 30,		December 31,		June 30,
	2025		2024		2024
Good Sam services and plans	$	298	$	263	$	333
New RVs		1,330,965		1,241,533		1,477,510
Used RVs		536,665		413,546		349,843
Products, parts, accessories and other		193,232		166,495		186,758
	$	2,061,160	$	1,821,837	$	2,014,444

Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement (“Floor Plan Facility”) with a syndication of banks (“Floor Plan Lenders”).

In February 2025, FreedomRoads, LLC entered into an amendment to the Floor Plan Facility, which (a) increased the commitment for floor plan borrowings by $300.0 million to $2.15 billion, (b) increased the commitment for the letter of credit facility by $15.0 million to $45.0 million, and (c) extended the maturity date from September 30, 2026 to the earlier of, if applicable, (i) February 18, 2030 or (ii) March 5, 2028, if the Company’s Term Loan Facility (as defined and discussed in Note 7 — Long-Term Debt) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.

As of June 30, 2025, December 31, 2024, and June 30, 2024, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 6.49%, 6.72%, and 7.87%, respectively.

The outstanding balance of the revolving line of credit under the Floor Plan Facility was paid off in November 2024 and there was no balance outstanding as of June 30, 2025 and December 31, 2024. As of June 30, 2024, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.62%. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are subject to a borrowing base calculation, which did not limit the borrowing capacity at June 30, 2025, December 31, 2024, and June 30, 2024.

Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at June 30, 2025 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FreedomRoads, LLC was in compliance with all financial debt covenants at June 30, 2025, December 31, 2024, and June 30, 2024.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of June 30, 2025 and December 31, 2024, and June 30, 2024 (in thousands):


	June 30,		December 31,		June 30,
	2025		2024		2024
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	2,150,000	$	1,850,000	$	1,850,000
Less: borrowings, net of FLAIR offset account		(1,280,102)		(1,161,713)		(1,296,352)
Less: FLAIR offset account⁽¹⁾		(39)		(79,472)		(199,522)
Additional borrowing capacity		869,859		608,815		354,126
Less: short-term payable for sold inventory⁽²⁾		(82,871)		(33,152)		(97,209)
Less: purchase commitments⁽³⁾		(26,884)		(9,340)		(31,382)
Unencumbered borrowing capacity	$	760,104	$	566,323	$	225,535

Revolving line of credit:	$	70,000	$	70,000	$	70,000
Less: borrowings		—		—		(31,885)
Additional borrowing capacity	$	70,000	$	70,000	$	38,115

Letters of credit:
Total commitment	$	45,000	$	30,000	$	30,000
Less: outstanding letters of credit		(14,300)		(14,300)		(12,300)
Additional letters of credit capacity	$	30,700	$	15,700	$	17,700

(1)

Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.

(2)

The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short-term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows.

(3)	Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding.