DISPOSITIONS AND ASSETS HELD FOR SALE

6 Months Ended

Jun. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

Camping World Sales

During the fourth quarter of 2024, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with certain subsidiaries (the “Camping World Buyers”) of Camping World Holdings, Inc. (together with the Camping World Buyers, collectively, “Camping World”) to sell substantially all of the assets and certain real estate at our Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; Council Bluffs, Iowa; Portland, Oregon; and Woodland, Washington dealerships (such transactions, the “Camping World Sales”). The assets and liabilities associated with these dealerships were classified as assets held for sale and liabilities held for sale in our balance sheet as of December 31, 2024. During February 2025 and March 2025, the Camping World Buyers closed on the sale of five of the dealerships (Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; and Woodland, Washington. We received net proceeds of $113.9 million from the Camping World Sales. Net proceeds from the Camping World Sales were used for repayments of $61.2 million of floor plan notes payable, repayments of $46.1 million of term loan and mortgage debt and working capital and general corporate purposes. During the three months ended June 30, 2025, we received additional proceeds from the Camping World Sales of $0.6 million. During the three and six months ended June 30, 2025, we recognized a gain of $0.6 million and $0.1 million, respectively, from the Camping World Sales, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

Camping World informed us that it elected not to consummate the Camping World Sales with respect to the assets of the remaining two dealerships under the Camping World Asset Purchase Agreement (Portland, Oregon and Council Bluffs,

Iowa). On March 28, 2025, we delivered written notice to Camping World to (a) exercise our remedy under Section 12.10 of the Camping World Asset Purchase Agreement for Camping World’s failure to complete such closings, namely to relieve us from any obligation to issue 9,708,737 shares of our common stock to Camping World’s subsidiary under Section 6.10 of the Camping World Asset Purchase Agreement; and (b) terminate the Camping World Asset Purchase Agreement effective on March 31, 2025, the outside date under the Camping World Asset Purchase Agreement. During the second quarter of 2025, we ceased actively marketing the Portland, Oregon and Council Bluffs, Iowa dealerships for sale, and determined that these dealerships no longer met the held for sale criteria as of June 30, 2025. As a result, assets and liabilities associated with these dealerships are presented as held for use in our balance sheet.

General RV Sales

During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with General R.V. Center, Inc. and its subsidiary (collectively, “General RV”) to sell substantially all of the assets and certain real estate at our Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona dealerships (such transactions, the “General RV Sales”). During May 2025 and June 2025, the General RV Sales closed on all three dealerships (in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona) and we received net proceeds of $47.0 million from the sale. Net proceeds from the General RV Sales were used for repayments of $22.2 million of floor plan notes payable, repayments of $7.9 million of term loan, repayments of $6.7 million of paid-in-kind interest and working capital and general corporate purposes. We recorded a loss of $1.1 million related to these sales during the three and six months ended June 30, 2025, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

Fun Town RV Sale

During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Fun Town RV Las Vegas, LLC and its affiliate (collectively, “Fun Town RV”) to sell substantially all of the assets and certain real estate at our Las Vegas, Nevada dealership (such transaction, the “Fun Town RV Sale”). During June 2025, the Fun Town RV Sale closed and we received net proceeds of $10.4 million. Net proceeds from the Fun Town RV Sale were used for repayments of $3.4 million of floor plan notes payable and working capital and general corporate purposes. We recorded a loss of $1.5 million related to this sale during the three and six months ended June 30, 2025, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

The dealerships sold in 2025 collectively generated pre-tax losses of $3.9 million and $8.3 million during the three and six months ended June 30, 2025, respectively, which includes losses resulting from the divestitures noted above. During the three and six months ended June 30, 2024, the dealerships sold in 2025 collectively generated pre-tax losses of $4.0 million and $12.8 million, respectively.

2024 Real Estate Sale

During the second quarter of 2024, we sold certain real estate near the previously closed Burns Harbor, Indiana dealership for net proceeds of $3.0 million. We recorded a gain on sale of $1.0 million related to this sale during the three and six months ended June 30, 2024, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

Assets Held for Sale

In June 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Ron Hoover Companies, Inc. (“Ron Hoover RV”) to sell substantially all of the assets and certain real estate at our Claremore, Oklahoma dealership. Management determined that the Claremore, Oklahoma dealership met the criteria to be held for sale during the second quarter of 2025. The assets and liabilities associated with this dealership were reclassified as assets held for sale and liabilities held for sale in our balance sheet as of June 30, 2025. The pre-tax losses generated by our Claremore, Oklahoma dealership were not significant relative to our consolidated results for the six months ended June 30, 2025 and 2024. On August 1, 2025, we completed the sale of the Claremore, Oklahoma dealership and related real estate to Ron Hoover RV for gross proceeds of approximately $14.9 million. Approximately $3.1 million of the proceeds from such sale were deposited into a blocked account maintained with and subject to the sole dominion and control of M&T Bank, as further described below under Note 15 - Subsequent Events.

During the three months ended June 30, 2025, management concluded the assets and liabilities of certain real estate near our previously closed Las Vegas, Nevada; Waller, Texas and Aurora, Colorado dealerships met the held for sale criteria as of June 30, 2025.

The following table presents the components of assets held for sale and liabilities related to assets held for sale as of June 30, 2025 and December 31, 2024:


(In thousands)	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Inventories	$	6,495	$	86,781
Prepaid expenses and other	—		88
Current assets held for sale	$	6,495	$	86,869
Long-term assets:
Property and equipment, net	28,155		86,420
Operating lease assets	220		10,731
Intangible assets, net	888		—
Other assets	—		8
Valuation allowance on assets held for sale	(3,375)		(21,412)
Long-term assets held for sale	$	25,888	$	75,747

LIABILITIES
Current liabilities:
Financing liability, current portion	—		104
Operating lease liability, current portion	71		1,426
Current liabilities held for sale	$	71	$	1,530
Long-term liabilities:
Financing liability, non-current portion	—		13,562
Operating lease liability, non-current portion	153		9,439
Long-term liabilities held for sale	$	153	$	23,001

Impairment Charges

We evaluated the disposal groups to ensure they were recorded at the lower of their carrying value or fair value less costs to sell. The quantitative impairment tests of each disposal group included a comparison of the estimated sales proceeds less cost to sell to the carrying value of the disposal group. As a result of this analysis, we recorded a loss on assets held for sale of $3.4 million during the three and six months ended June 30, 2025, which is included in impairment charges on our statements of operations and comprehensive loss.