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DEBT
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
M&T Credit Facilities
As of December 31, 2024, the M&T Credit Agreement provided us with a $325.0 million floor plan credit facility (the “Floor Plan Credit Facility”) and zero remaining availability under a revolving credit facility (the “Revolving Credit Facility” and, together with the Floor Plan Credit Facility, the “M&T Credit Facilities”) which mature February 21, 2027. As of December 31, 2024, the outstanding principal balance of the Revolving Credit Facility was $30.3 million.

On November 15, 2024, we entered into a Limited Waiver and Third Amendment to the Second Amended and Restated Credit Agreement and Consent (the “Third Amendment”) relating to the M&T Credit Agreement. Under the Third Amendment, the Lenders’ aggregate commitment under the Floor Plan Credit Facility decreased from $400.0 million to (a) $325.0 million, from November 15, 2024 through the date (the “Asset Sale Outside Date”) that is 60 days after the final closing of the Asset Purchase Agreement, and (b) $295.0 million, thereafter through the maturity date, provided that until the Asset Sale Outside Date, the Company may borrow up to an additional $10.0 million in floor plan loans (the “Floor Plan Overlimit Loans”), subject to the satisfaction of certain conditions. To the extent the Company borrows Floor Plan Overlimit Loans, the Company is required to pay the lenders a per annum fee equal to 2.00% of the average daily aggregate principal amount thereof.

The Third Amendment eliminated testing of the total net leverage ratio, current ratio and minimum EBITDA financial covenants until the fiscal quarter ending March 31, 2026, and the Third Amendment eliminated testing of the fixed charge coverage ratio financial covenant until the fiscal quarter ending September 30, 2026. It also changed the required performance thresholds for compliance with all of the financial covenants under the M&T Credit Agreement. For example, under the M&T Credit Agreement, so long as there are any obligations outstanding with respect to the revolving credit facility thereunder, we are required to maintain on a monthly basis Liquidity (as defined in the M&T Credit Agreement) of not less than $7.5 million.

In the Third Amendment, the Company also agreed, among other changes:
•to permanently eliminate its ability to borrow new loans or swingline loans or to request issuance of letters of credit under the Revolving Credit Facility;
•to make certain mandatory repayments on the Revolving Credit Facility, including the following:
▪on November 15, 2024, in the amount of $10.0 million;
▪beginning with the fiscal quarter ending March 31, 2025 and on the last day of each quarter thereafter, in the amount of $2.5 million each quarter;
▪on the date that is two business days after completion of the Company’s rights offering to stockholders that closed on February 12, 2025, in the amount of 50% of the proceeds thereof; and
▪repayments from time to time in an amount equal to 100% of the net proceeds (less certain costs, fees and expenses and after repayment of any indebtedness required to be repaid in connection therewith) received from any sale or refinancing of the Company’s real estate, excluding real property to be sold in the Camping World Sales and certain real property located in Waller, Texas that the Company is attempting to sell;
•to deliver to the Administrative Agent second-lien mortgages, which secure the Company’s remaining obligations under the Revolving Credit Facility, on all of the Company’s real property that is currently mortgaged to Coliseum
Holdings I, LLC, except for real property to be sold in the Camping World Sales and certain real property located in Waller, Texas that the Company is attempting to sell;
•until March 31, 2025, to continue engaging CR3 Partners as the Company’s financial advisor;
•to additional restrictions on investments, indebtedness, dividends and other restricted payments, transactions with affiliates and acquisitions; and
•to replace the leverage-based pricing grid from the M&T Credit Agreement with a fixed margin over SOFR or the Base Rate (as applicable).

On March 27, 2025, the Company entered into a Limited Waiver and Consent with Respect to Credit Agreement (the “Waiver”). Under the Waiver, M&T Bank and the requisite Lenders agreed (a) to waive the requirement under the M&T Credit Agreement that the Camping World Asset Sale with respect to the facilities located in Council Bluffs, Iowa and Portland, Oregon be consummated (whether before, on or after March 31, 2025), (b) to extend the deadline that the loan parties have to pay certain construction payables from March 31, 2025 to September 30, 2025; and (c) that the loan parties will be permitted to deliver, together with their financial statements with respect to their fiscal year ended December 31, 2024, an audit opinion that has a “going concern” or like qualification or exception.

Under the Waiver, the Company and the other loan parties agreed, among other covenants, to continue engaging CR3 Partners as the loan parties’ financial advisor and to provide M&T Bank on an ongoing basis with certain information and documents regarding the loan parties’ efforts to raise new capital through one or more asset sales and/or debt or equity capital raises.

Finally, the Waiver provides that, effective from and after the date thereof, the aggregate floor plan loan commitments of all Lenders and the floor plan line is reduced to $265.0 million, as such amounts may be decreased from time to time in accordance with the provisions of the M&T Credit Agreement, and the loan parties agreed to negotiate mutually agreeable further reductions to the floor plan loan commitments and floor plan line of credit dollar cap in connection with future potential specified transactions, if any.

Under the terms of the Third Amendment, if the Company fails to consummate all of the Camping World Sales on or before March 31, 2025, or if it terminates the Asset Purchase Agreement before consummation of those sales, it will constitute an event of default under the M&T Credit Agreement.

As of December 31, 2024, the Floor Plan Credit Facility bears interest at: (a) one-month term SOFR or daily SOFR plus an applicable margin of 2.55% or (b) the Base Rate (as defined in the M&T Credit Agreement) plus a margin of 1.55%. The Floor Plan Credit Facility is also subject to an annual unused commitment fee at 0.15% of the average daily unused portion of the Floor Plan Credit Facility.

As of December 31, 2024, the Revolving Credit Facility bears interest at: (a) one-month term SOFR or daily SOFR plus an applicable margin of 3.40% or (b) the Base Rate plus a margin of 2.40%. As of December 31, 2024, the Revolving Credit Facility was also subject to a quarterly unused commitment fee at 0.15% of the average daily unused portion of the Revolving Credit Facility.

As of December 31, 2024, there was $298.3 million outstanding on the Floor Plan Credit Facility at an interest rate of 6.93% and $30.3 million outstanding on the Revolving Credit Facility at an interest rate of 8.08%

Borrowings under the M&T Credit Agreement are secured by a first priority lien on substantially all of our assets other than real estate, and obligations that remain outstanding under the Revolving Credit Facility are secured by second-lien mortgages on a substantial portion of our real estate.

The M&T Credit Agreement contains certain reporting and compliance-related covenants and negative covenants, among other things, related to borrowing and events of default. It also includes certain non-financial covenants and covenants limiting our ability to dispose of assets, undergo a change in control, merge with, acquire stock, or make investments in other companies, in each case subject to certain exceptions. Upon the occurrence of an event of default, in addition to the lenders being able to declare amounts outstanding under the M&T Credit Facilities due and payable or foreclose on the collateral, the lenders can elect to increase the interest rate by 2.0% per annum during the period of default. The M&T Credit Agreement contains a cross-default provision applicable to the Coliseum Loan Agreement, described below.
The M&T Floor Plan Credit Facility consisted of the following:
December 31,
(In thousands)20242023
Floor plan notes payable, gross$306,537 $447,647 
Debt discount(501)(864)
Floor plan notes payable, net of debt discount$306,036 $446,783 

Other Long-Term Debt

Other outstanding long-term debt consisted of the following:
December 31, 2024December 31, 2023
(In thousands)Gross
Principal
Amount		Debt DiscountTotal Debt,
Net of Debt
Discount		Gross
Principal
Amount		Debt
Discount		Total Debt,
Net of Debt
Discount
Term loan and mortgages$70,994 $(6,192)$64,802 $64,870 $(2,300)$62,570 
Less: current portion1,168 — 1,168 1,141 — 1,141 
Total$69,826 $(6,192)$63,634 $63,729 $(2,300)$61,429 

Mortgages
In July 2023, we entered into two mortgages for total proceeds of $29.3 million secured by certain real estate assets at our Murfreesboro and Knoxville, Tennessee locations. As of December 31, 2024, the aggregate principal balance of those mortgages is $28.6 million. The loans bear interest at 7.10% and 6.85% per annum, respectively, and mature in July 2033. On February 26, 2025, we sold our Murfreesboro, Tennessee dealership and related real property in one of the Camping World Sales and repaid the remaining outstanding principal balance of the Murfreesboro mortgage, which was approximately $15.5 million.
Term Loan from Coliseum
On December 29, 2023, we entered into a term loan agreement (the “Coliseum Loan Agreement”) with Coliseum Holdings I, LLC as lender, under which Coliseum Holdings I, LLC provided us with a term loan in the initial principal amount of $35 million (the “Loan”). Coliseum Holdings I, LLC is an affiliate of Coliseum Capital Management, LLC (“Coliseum”). The Loan has a maturity date of December 29, 2026. Certain funds and accounts managed by Coliseum held 72% of our common stock (including warrants on an as-exercised basis) as of December 31, 2024, and Coliseum Holdings I, LLC is therefore considered a related party.

The Loan bears interest at a rate of 12% per annum, payable monthly in cash on the outstanding loan balance, except that for any quarterly period during the first year of the Loan term, we had the option at the beginning of such quarter to make pay-in-kind elections, whereby the entire outstanding balance would be charged interest at 14% per annum and interest amounts would be added to the outstanding principal rather than paid currently in cash. We exercised this option during each of the first four quarterly periods of the Loan. The Loan is secured by mortgages on all of our real estate, except our real estate at our Murfreesboro and Knoxville locations, and certain related assets. Issuance costs of $2.0 million were recorded as debt discount and are being amortized over the term of the Loan to interest expense using the effective interest method. The Loan is carried at the outstanding principal balance, less debt issuance costs and is included in Related party debt, non-current portion, net of debt discount in our consolidated balance sheets. The accrued interest is included in Other long-term debt in our consolidated balance sheets.

On May 15, 2024, we entered into a first amendment to the Coliseum Loan Agreement. Under the first amendment, we borrowed an additional $15.0 million advance of the Loan and, as additional security for such advance, we mortgaged to Coliseum Holdings I, LLC our real property located in Fort Pierce, Florida and certain related assets. In connection with the additional advance, we issued warrants to clients of Coliseum to purchase 2,000,000 shares of our common stock at a price of $5.25 per share, subject to certain adjustments. The warrants may be exercised at any time on or after May 15, 2024 and until May 15, 2034.

As of December 31, 2024, the outstanding principal balance of the Loan, including all interest paid-in-kind through such date, was $42.9 million. In February 2025, we sold our Surprise, Arizona dealership and related real property under one of the Camping World Sales, and we repaid the principal balance of the Loan by approximately $18.0 million. In March 2025,
we sold our Elkhart, Indiana dealership and related real property in one of the Camping World Sales, and we repaid the principal balance of the Loan by approximately $12.8 million.

Under the terms of the Loan, for any repayments and prepayments that occurred prior to January 1, 2025, we owed a prepayment penalty of 1.0% on the outstanding principal balance being repaid and a yield maintenance premium approximately equal to the remaining interest owed on such balance repaid from date of repayment through January 1, 2025. For repayments and prepayments that occur after January 1, 2025 through maturity, we will owe a prepayment penalty of 2.0% on the outstanding principal balance being repaid.

The Coliseum Loan Agreement contains certain reporting and compliance-related covenants. The Coliseum Loan Agreement contains negative covenants, among other things, related to borrowing and events of default. It also includes certain non-financial covenants and covenants limiting our ability to dispose of assets, undergo a change in control, merge with, acquire stock, or make investments in other companies, in each case subject to certain exceptions. Upon the occurrence of an event of default, in addition to the lender being able to declare amounts outstanding under the Loan due and payable or foreclose on the collateral, the lender can elect to increase the interest rate by 7.0% per annum during the period of default. In addition, the Loan contains a cross-default provision applicable to the M&T Credit Agreement.

Future Contractual Maturities
Future contractual maturities of total debt are as follows:
(In thousands)
2025$11,168 
202653,040 
202711,230 
2028950 
20291,018 
Thereafter23,932 
Total$101,338