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DEBT
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
M&T Credit Facilities
As of March 31, 2025, the M&T Credit Agreement provided us with a $265.0 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 March 31, 2025, the outstanding principal balance of the Revolving Credit Facility was $27.8 million.

On March 27, 2025, the Company entered into a Limited Waiver and Consent with Respect to Credit Agreement (the “March M&T Waiver”) relating to the M&T Credit Agreement. Under the March M&T 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 would 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. The March M&T Waiver also reduced the aggregate floor plan loan commitments of the lenders to $265.0 million.

As of March 31, 2025, 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 March 31, 2025, 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 March 31, 2025, there was $210.9 million outstanding on the Floor Plan Credit Facility at an interest rate of 6.93% and $27.8 million outstanding on the Revolving Credit Facility at an interest rate of 7.83%.

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 under the Revolving Credit Facility are also secured by second-lien mortgages on substantially all 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, including
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 and the First Horizon Mortgage, each described below.

The M&T Floor Plan Credit Facility consisted of the following:
(In thousands)March 31, 2025December 31, 2024
Floor plan notes payable, gross$211,401 $306,537 
Debt discount(481)(501)
Floor plan notes payable, net of debt discount$210,920 $306,036 

Other Long-Term Debt

Other outstanding long-term debt consisted of the following:
March 31, 2025December 31, 2024
(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$24,384 $(4,511)$19,873 $70,994 $(6,192)$64,802 
Less: current portion346 — 346 1,168 — 1,168 
Total$24,038 $(4,511)$19,527 $69,826 $(6,192)$63,634 

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. 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. As of March 31, 2025, there was $12.7 million outstanding related to the Knoxville, Tennessee mortgage (the “First Horizon Mortgage”), which is classified on our balance sheets as long-term debt.

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 (the “Lender”) under which the Lender provided us with a term loan initially in the principal amount of $35.0 million (the “Loan”). The Lender 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 March 31, 2025, and the Lender 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, net of debt discount in our consolidated balance sheets. The accrued pay-in-kind interest is included in other long-term liabilities in our 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 the Lender 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 an exercise price of $5.25 per share, subject to certain adjustments (which exercise price was subsequently adjusted to $3.83 on November 15, 2024 in connection with an issuance of common stock by us). The warrants may be exercised at any time on or after May 15, 2024 and until May 15, 2034.

In February 2025, we sold our Surprise, Arizona dealership and related real property in 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. As of March 31, 2025, the outstanding principal balance of the Loan, including all interest paid-in-kind through such date, was $18.4 million.

Future Contractual Maturities
Future contractual maturities of total debt are as follows:
(In thousands)
Remainder of 2025$8,846 
202617,857 
20279,750 
2028435 
2029465 
Thereafter14,875 
Total$52,228