v3.25.3
DEBT
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Credit Facilities
As of September 30, 2025, the Credit Agreement provided us with a $200.0 million Floor Plan Credit Facility and zero remaining availability under the Revolving Credit Facility, which mature February 21, 2027. As of September 30, 2025, the outstanding principal balance of the Revolving Credit Facility was $27.7 million, which is classified in our balance sheets as a current liability.

On July 31, 2025, we entered into a Limited Waiver and Consent with Respect to Credit Agreement (the “July 2025 Waiver”) related to the Credit Agreement. The July 2025 Waiver granted us temporary waivers of potential defaults or events of default resulting from the following: (a) the failure to make certain vehicle curtailment payments due on or about August 1, 2025; (b) the failure to make certain interest payments on July 31 and August 1, 2025; (c) the failure to repay certain loans outstanding under the Credit Agreement with certain net cash proceeds received in connection with the sale of the Company’s Claremore, Oklahoma facility (the “Specified Claremore Real Estate Net Proceeds”); (d) the inaccuracy of the Company’s solvency representation; and (e) certain cross-defaults under the Company’s mortgage with First Horizon Bank relating to the foregoing. The foregoing waivers apply for a period (the “July 2025 Waiver Period”) beginning July 31, 2025 and lasting until the earlier to occur of (x) 11:59 P.M. (Eastern Time) on September 12, 2025 and (y) the failure of the Company or any other loan party to comply timely with any term, condition or covenant set forth in the July 2025 Waiver or the occurrence of any other default or event of default under the Credit Agreement. At the end of the July 2025 Waiver Period, the waivers described above would cease to be of any force or effect.
Pursuant to the July 2025 Waiver, we deposited the Specified Claremore Real Estate Net Proceeds into the Cash Collateral Reserve, and the Administrative Agent and the Lenders could agree in their sole discretion to release funds from the Cash Collateral Reserve to the Company upon its written request.

Among other covenants, the July 2025 Waiver required us to (i) by August 15, 2025, negotiate with the Administrative Agent to assist the Administrative Agent in developing and finalizing contingency procedures for our business and assets and deliver a contingency budget for the business and (ii) by August 22, 2025, either (x) deliver one or more indications of interest with respect to a transaction acceptable to Administrative Agent and the Lenders pursuant to which we would raise new capital through one or more asset sales and/or debt or equity capital raises or (y) deliver to the Administrative Agent drafts of any initial filings we intended to make in connection with any potential action under applicable debtor relief laws.

The July 2025 Waiver also permanently decreased the Lenders’ aggregate commitments in respect of the Floor Plan Credit Facility from $245.0 million to $225.0 million.

On August 29, 2025, the Company entered into a First Amendment to Limited Waiver and Consent (the “July Waiver Amendment”) which amended the July 2025 Waiver. The July Waiver Amendment (i) added as temporarily waived potential defaults or events of default the failure of the Company to make certain additional vehicle curtailment payments and interest payments when due and (ii) extended the date by which the Company could provide one or more indications of interest with respect to a transaction acceptable to the Administrative Agent and the Lenders or deliver any initial filings we intended to make in connection with any potential action under applicable debtor relief laws, from August 22, 2025, to September 5, 2025.

On September 12, 2025, the Company entered into an Amended and Restated Limited Waiver and Consent with Respect to Credit Agreement (the “September 2025 Waiver”), which amended and restated the July 2025 Waiver. The September 2025 Waiver grants the Company temporary waivers of potential defaults or events of default (the “Specified Defaults”) resulting from the following: (a) the failure to make certain vehicle curtailment payments due and owing during the months ended August 31, 2025, September 30, 2025, October 31, 2025 and November 30, 2025; (b) the failure to make certain interest payments during the months ended August 31, 2025, September 30, 2025, October 31, 2025 and November 30, 2025; (c) the failure to repay certain revolving loans outstanding under the Credit Agreement with the Specified Claremore Real Estate Net Proceeds; (d) the failure to comply with the minimum liquidity financial covenant during the September 2025 Waiver Period (defined below); (e) the failure to repay certain revolving loans outstanding under the Credit Agreement as a result of the Lenders’ revolving credit exposure exceeding the line cap during the September 2025 Waiver Period; (f) the failure to comply with the covenant prohibiting the aggregate value of all consigned vehicles to exceed 10% of the aggregate principal balance of the Floor Plan Credit Facility prior to September 26, 2025; (g) the inaccuracy of the Company’s solvency representation during the September 2025 Waiver Period; and (e) certain cross-defaults under the First Horizon Mortgage relating to the foregoing. The foregoing waivers apply for a period (the “September 2025 Waiver Period”) beginning September 12, 2025 and lasting until the earlier to occur of (x) 11:59 P.M. (Eastern Time) on December 1, 2025 and (y) the failure of the Company or any other loan party to comply timely with any term, condition or covenant set forth in the September 2025 Waiver or the occurrence of any other default or event of default under the Credit Agreement. At the end of the September 2025 Waiver Period, the waivers described above will cease to be of any force or effect.

The September 2025 Waiver provides that, during the September 2025 Waiver Period, the Administrative Agent shall release funds from the Cash Collateral Reserve to the Company upon its written request, provided that the following conditions are met: (a) the Company and the other loan parties project liquidity to be less than $5.0 million (the “Minimum Liquidity Amount”) at any time during the week following the request; (b) the amount of the release request does not exceed the amount needed to cause liquidity as of the end of the week in which such release occurs to equal the Minimum Liquidity Amount; (c) only one such request may be submitted per week; (d) such release request is submitted no later than the Friday immediately preceding the week in which the release is requested and specifies the requested release date, which shall be no earlier than Tuesday of such week; and (e) no default or event of default (except those temporarily waived under the September 2025 Waiver) is occurring. At the end of the September 2025 Waiver Period, funds in the Cash Collateral Reserve may be applied to obligations outstanding under the Credit Agreement. The Cash Collateral Reserve balance as of September 30, 2025 was $0.5 million, which is classified in our balance sheets as restricted cash. The Cash Collateral Reserve balance was fully depleted on October 10, 2025.

Among other covenants, the September 2025 Waiver required the Company to (a) between September 15, 2025 and October 5, 2025, and continuing as of the end of each week thereafter (for the cumulative period of time beginning with September 15, 2025), not to permit certain disbursements and payments to be greater than 110% of the amount as set forth
in a 13-week cash flow forecast delivered to the Administrative Agent (the “Budget”), tested pursuant to the variance analysis delivered in connection with the Credit Agreement; (b) comply with the following milestones: (i) on or before October 6, 2025, execute and deliver the definitive Asset Purchase Agreement, and (ii) on or before the end of the September 2025 Waiver Period, complete the Asset Sales and repay the outstanding obligations under the Credit Agreement in full with the proceeds therefrom; and (c) refrain from (i) engaging in transactions, including investments or dispositions, or making any payments other than in the ordinary course of business consistent with past practice or the Asset Sales, and (ii) except for amounts included in the Budget, grant, agree to grant or make any payment on account of any additional or increase in wages, salary, bonus, commissions, benefits, pension, severance or other compensation of any employee, officer or director.

The termination of the letter of intent executed in connection with the Asset Sales or the Asset Purchase Agreement constitutes an immediate event of default under the Credit Agreement.

Under the September 2025 Waiver, we agreed to pay to the Administrative Agent, for the ratable benefit of the Lenders, (a) a fee equal to 0.25% of the outstanding principal amount of the Lenders’ loans and commitments as of the date of the September 2025 Waiver (the “Outstanding Amount”), payable on the date of the September 2025 Waiver, and (b) a fee equal to 0.75% of the Outstanding Amount, payable on the earlier of (i) the date all outstanding loans become due under the Credit Agreement, (ii) the consummation of the Asset Sales and (iii) the end of the September 2025 Waiver Period.

The September 2025 Waiver also permanently decreased the Lenders’ aggregate commitments in respect of the Floor Plan Credit Facility, effective as of September 12, 2025, from $225.0 million to $200.0 million. In addition, with respect to any floor plan unit sold in the Asset Sales, the Lenders’ aggregate commitments in respect of the Floor Plan Credit Facility will be automatically and permanently reduced, on a dollar-for-dollar basis, by the principal balance of the Floor Plan Credit Facility (if any) outstanding with respect to such floor plan unit at the time it is sold.

After September 30, 2025, we entered into a First Amendment to the September 2025 Waiver, as further described in Note 15 - Subsequent Events.

As of September 30, 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 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 September 30, 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 September 30, 2025, there was $184.0 million outstanding on the Floor Plan Credit Facility at an interest rate of 6.93% and $27.7 million outstanding on the Revolving Credit Facility at an interest rate of 7.83%.

Borrowings under the Credit Agreement are secured by a first priority lien on substantially all of our assets, including substantially all of our real estate.

The 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 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 Credit Agreement contains a cross-default provision applicable to the First Horizon Mortgage.

The Floor Plan Credit Facility consisted of the following:
(In thousands)September 30, 2025December 31, 2024
Floor plan notes payable, gross$184,264 $306,537 
Debt discount(273)(501)
Floor plan notes payable, net of debt discount$183,991 $306,036 
Other Long-Term Debt
Other outstanding long-term debt consisted of the following:
September 30, 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$12,585 $(63)$12,522 $70,994 $(6,192)$64,802 
Less: current portion12,585 (63)12,522 1,168 — 1,168 
Total$— $— $— $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 September 30, 2025, there was $12.5 million outstanding related to the First Horizon Mortgage, which is classified in our balance sheets as a current liability.

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 had a maturity date of December 29, 2026. Certain funds and accounts managed by Coliseum held approximately 77% of our common stock (including warrants on an as-exercised basis) as of September 30, 2025, and the Lender is therefore considered a related party.

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. In connection with the 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 per share on November 15, 2024 in connection with an issuance of common stock by us). After the Reverse Stock Split, which became effective July 11, 2025, the number of warrants was adjusted to 339,807 and the exercise price was adjusted to $114.90 per share. The warrants may be exercised at any time until May 15, 2034.

The Loan was carried at the outstanding principal balance, less debt issuance costs and was included in related party debt, net of debt discount in our balance sheets. 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. In June 2025, we sold our Fort Pierce, Florida dealership and related real property in one of the General RV Sales, and we repaid the principal and paid-in-kind accrued interest balance by approximately $14.7 million. On August 1, 2025, we sold our Claremore, Oklahoma dealership and related real property to Ron Hoover RV and repaid the outstanding loans under the Coliseum Loan Agreement, which was approximately $3.7 million, in full (the “Coliseum Payoff”). As a result of the Coliseum Payoff, the Lender released all liens, security interests, mortgages and other encumbrances granted by us to the Lender in connection with the Loan. As of September 30, 2025, there was no remaining balance on the Loan.
Future Contractual Maturities
Future contractual maturities of total debt are as follows:
(In thousands)
Remainder of 2025$28,017 
2026491 
2027406 
2028435 
2029465 
Thereafter10,430 
Total$40,244 
The above schedule reflects contractual maturities, but for financial reporting, the Revolving Credit Facility and mortgage debt have been classified as current liabilities because of certain waivers and cross-default provisions applicable to our mortgage debt.