UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


~~[X]~~☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30,~~, 2017~~ 2023

ORor


~~[ ]~~☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

Commission file number: 001-37908

CAMPING WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-1737145
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer
~~incorporation or organization~~	Identification No.)

250 Parkway Drive, Suite 270

Lincolnshire, IL60069

~~Telephone: (847) 808-3000~~

(Address ~~including zip code, and telephone number, including~~

~~area code,~~ of registrant’s principal executive offices) (Zip Code)

Telephone: (847) 808-3000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock,

$0.01 par value per share

CWH

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or ~~15 (d)~~15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒⌧ No ☐◻

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒⌧No ☐◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐⌧	Accelerated filer ☐
	◻
Non-accelerated filer ☒◻	Smaller reporting company ☐
~~(Do not check if a smaller reporting company)~~	Emerging growth company ☐
		~~Emerging growth company~~ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒⌧

As of ~~November 7, 2017,~~July 28, 2023, the registrant had ~~36,527,406~~44,550,260 shares of Class A common stock, ~~50,836,629~~39,466,964 shares of Class B common stock and one share of Class C common stock outstanding.

BASIS OF PRESENTATION

As used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless the context otherwise requires, references to:

●

“we,” “us,” “our,” “CWH,” the “Company,” “Camping World” and similar references refer to Camping World Holdings, Inc., and, unless referenced as “CWH” or otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC, which we refer to as “CWGS, LLC” and, unless otherwise stated, all of its subsidiaries.

●

“Annual Report” refers to our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 filed with the Securities and Exchange Commission (“SEC”) on ~~March 13, 2017.~~

February 23, 2023.

●

“Continuing Equity Owners” refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former ~~Profit~~Profits Unit Holders and each of their permitted transferees that continue to own common units in CWGS, LLC after the ~~IPO~~initial public offering (“IPO”) of our stock and the ~~Reorganization Transactions~~related reorganization transactions (each as ~~defined~~discussed in Note 1 – — Summary of Significant Accounting Policies to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q) and who may redeem at each of their options their common units for, at our election (determined solely by our independent directors within the meaning of the rules of the New York Stock Exchange who are disinterested), cash or newly issued shares of our Class A common stock.

Direct exchanges of common units in CWGS, LLC by the Continuing Equity Owners with CWH for Class A common stock are included in the reference to “redemptions” in relation to common units in CWGS, LLC.

●

“Crestview” refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P.

●

“CWGS LLC Agreement” refers to CWGS, LLC’s amended and restated limited liability company agreement, as ~~amended to date.~~

amended.

●

“Former Equity Owners” refers to those Original Equity Owners controlled by Crestview Partners II GP, L.P. that have exchanged their direct or indirect ownership interests in CWGS, LLC for shares of our Class A common stock in connection with the consummation of our IPO.

~~“Former Profit~~Profits Unit Holders” refers collectively to ~~our~~Brent L. Moody and Karin L. Bell, who are named executive ~~officers (excluding Marcus Lemonis),~~officers; Andris A. Baltins and K. Dillon Schickli, who are members of our ~~board~~Board of ~~directors,~~Directors, and certain other current and former executive and non-executive employees and former directors, in each case, who held existing common units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and who received common units of CWGS, LLC in exchange for their ~~profit~~profits units in connection with our IPO.

●

“ML Acquisition” refers to ML Acquisition Company, LLC, a Delaware limited liability company, indirectly owned by ~~each of Stephen Adams and~~ our Chairman and Chief Executive Officer, Marcus A. Lemonis.

●

~~“ML Related Parties” refers to ML Acquisition and its permitted transferees of common units.~~

~~“ML RV Group” refers to ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus Lemonis.~~

“Original Equity Owners” refers to the direct and certain indirect owners of interests in CWGS, LLC, collectively, prior to the Reorganization Transactions and Recapitalization (as defined in Note 1 – Summary of Significant Accounting Policies and Note 13 – Stockholders’ Equity to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, respectively) which includes ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders.

“Tax Receivable Agreement” refers to the tax receivable agreement that the Company entered into with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. in connection with the Company’s IPO.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this Form 10-Q may be forward-looking statements. Statements regarding our future results of operations and financial ~~position,~~position; the impact of the novel coronavirus (“COVID-19”) pandemic on our business, results of operations and financial position; the expected impact of the February 2022 Cybersecurity Incident (as defined below); the expected impact of inflation; business strategy and plans and objectives of management for future ~~operations, including, among others, statements regarding~~operations; the timeline for and benefits of our restructuring activities; expected new ~~retail~~RV dealership location openings and closures, including greenfield locations and acquired locations; profitability of new retail locations; the impact from the Tax Receivable Agreement of the redemption of common units described below relating to the October 2017 Public Offering (as defined below); sufficiency of our sources of liquidity and capital and any potential need for additional ~~financing; use~~financing or refinancing, retirement or exchange of ~~proceeds from~~outstanding debt; our ~~borrowings under the Existing Credit Agreement;~~stock repurchase program; future capital expenditures and debt service obligations; ~~refinancing, retirement or exchange of outstanding debt;~~ expectations regarding industry trends and consumer behavior and growth; our ~~comparative advantages and our plans and~~ ability to ~~expand our consumer base; our ability to respond to changing business~~capture positive industry trends and economic conditions; our plans to increase new products offered to our customers and grow our businesses to enhance revenue and cash flow, and increase our overall profitability; volatility in sales and potential impact of miscalculating the demand for our products or our product mix; our ability to drivepursue growth; anticipated impact of the acquisition of Gander Mountain Company (“Gander Mountain”) and its Overton’s boating business (the “Gander Mountain Acquisition”); the number of Gander Mountain locations the Company expects to open and operate and the anticipated timing of such store openings; expectations regarding assumption and rejection of leases for the locations acquired under the Gander Mountain Acquisition; rebranding of Gander Mountain expectations regarding increase of certain expenses, including in relation to the Gander Mountain Acquisition;our pending litigation, and our plans related to dividend payments, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’ ‘‘could,’’ ‘‘intends,’’ ‘‘targets,’’ ‘‘projects,’’ ‘‘contemplates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential’’ or ‘‘continue’’ or the negative of these terms or other similar expressions.

~~Forward-looking~~ We have based these forward-looking statements ~~involve known~~largely on our current expectations and ~~unknown~~projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these important factors include,assumptions, including, but ~~are~~ not limited to, the following:

●

general economic conditions in our markets, including inflation and interest rates, and ongoing economic and financial uncertainties;

●

the availability of financing to us and our customers;

●

fuel shortages, or high prices for fuel;

●

the well-being, as well as the continued popularity and reputation for quality, of our manufacturers;

●

~~general economic conditions~~trends in ~~our markets, and ongoing economic and financial uncertainties;~~

the RV industry;

●

changes in consumer preferences or our ~~ability~~failure to ~~attract and retain customers;~~

gauge those preferences;

●

competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast;

●

our expansion into new, unfamiliar markets, businesses, or product lines or categories, as well as delays in opening or acquiring new ~~retail~~RV dealership locations;

●

unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions;

●

our failure to maintain the strength and value of our brands;

●

our ability to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends;

●

fluctuations in our same store ~~sales~~revenue and whether ~~they~~such revenue will be a meaningful indicator of future performance;

●

the cyclical and seasonal nature of our business;

Table of Contents

●

disruptions to or breaches of our or our third party providers’ information technology systems, including the February 2022 Cybersecurity Incident;

●

our ability to operate and expand our business and to respond to changing business and economic conditions, which depends on the availability of adequate capital;

●

the restrictive covenants inimposed by our Senior Secured Credit Facilities and Floor Plan Facility;

●

risks related to the COVID-19 pandemic and related impacts on our business;

●

our ability to execute and achieve the expected benefits of our restructuring activities or cost cutting initiatives and costs and impairment charges incurred in connection with these activities or initiatives may be materially higher than expected or anticipated;

●

our reliance on ~~three~~our fulfillment and distribution centers for our retail, RV furniture distribution, and e-commerce ~~and catalog~~ businesses;

●

the impact of ongoing class action lawsuits against us and certain of our officers and directors, as well as any potential future class action litigation;

●

natural disasters, whether or not caused by climate change, unusual weather ~~condition,~~conditions, epidemic outbreaks, terrorist acts and political events;

●

our dependence on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations;

●

any delays, new or increased tariffs, increased cost or quality control deficiencies in the importation of our products manufactured abroad;

●

whether third party lending institutions and insurance companies will continue to provide financing for RV purchases;

●

our ~~inability~~ability to retain senior executives and attract and retain other qualified employees;

●

~~our ability to meet our labor needs;~~

risks associated with leasing substantial amounts of space, including our inability to maintain the leases for our ~~retail~~RV dealership locations or locate alternative sites for our stores in our target markets and on terms that are acceptable to us;

●

our business being subject to numerous federal, state and local regulations;

●

~~regulations applicable to the sale of extended service contracts;~~

changes in government policies and legislation;

●

~~our dealerships’ susceptibility to termination, non-renewal or renegotiation of dealer agreements if state dealer laws are repealed or weakened;~~

our failure to comply with certain environmental regulations;

●

risks related to climate change ~~legislation or regulations restricting emission of ‘‘greenhouse gases;’’~~

and other environmental, social, and governance matters;

●

risks related to a failure in our e-commerce operations, security breaches and cybersecurity risks;

●

our inability to enforce our intellectual property rights and accusations of our infringement on the intellectual property rights of third parties;

●

our inability to maintain or upgrade our information technology systems or our inability to convert to alternate systems in an efficient and timely manner;

Table of Contents

●

risk of product liability claims if people or property are harmed by the products we sell and other litigation risks;

~~disruptions~~●

risks related to our ~~information technology systems~~pending litigation;

●

risks associated with our private brand offerings;

●

possibility of future asset impairment charges for goodwill, intangible assets or ~~breaches of our network security;~~

other long-lived assets;

●

potential litigation relating to products we sell or sold;

●

Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition Company, LLC and ML RV Group, LLC, has substantial control over us ~~and may approve or disapprove substantially all transactions and other~~including matters requiring approval by our ~~stockholders, including, but not limited to, the election of directors;~~

stockholders;

●

the exemptions from certain corporate governance requirements that we ~~will~~ qualify for, and ~~intend to~~ rely on, due to the fact that we are a ‘‘controlled company’’ within the meaning of the New York Stock Exchange, or NYSE, listing requirements;

●

whether we are able to realize any tax benefits that may arise from our organizational structure and any redemptions ~~or exchanges~~ of CWGS Enterprises, LLC common units for cash or stock; ~~and~~

●

other risks relating to our organizational structure and to ownership of shares of our Class A common stock; and

●

the other factors set forth under ‘‘Risk Factors’’ in Item 1A of Part I of our Annual Report, ~~and~~in Item 1A of Part II of this Form ~~10-Q.~~

10-Q, and in our other filings with the SEC.

~~We qualify all of~~These risks may cause our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements.

Any forward-looking statements ~~by these cautionary statements. The forward-looking statements in~~made herein speak only as of the date of this Form 10-Q, ~~are only predictions. We have based these forward-looking statements largely on our current expectations~~ and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on ~~these~~ forward-looking statements as predictions of future events. ~~The events and circumstances~~Although we believe that the expectations reflected in ~~our~~the forward-looking statements ~~may not~~are reasonable, we cannot guarantee that the future effects, results, performance, or achievements reflected in the forward-looking statements will be achieved or ~~occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan~~occur. We undertake no obligation to ~~publicly~~ update ~~or revise~~ any of these forward-looking statements ~~contained herein, whether as a result of~~for any ~~new information, future events, changed circumstances or otherwise. For a further discussion of~~reason after the ~~risks relating to our business, see “Item 1A—Risk Factors” in Part I of our Annual Report and “Item 1A—Risk Factors” in Part II~~date of this Form ~~10-Q.~~10-Q or to conform these statements to actual results or revised expectations.

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In Thousands Except Per Share Amounts)

September 30,

December 31,

2017

2016
Assets

Current assets:

Cash and cash equivalents

$
163,225

$
114,196
Contracts in transit

79,499

29,012
Accounts receivable, net

73,700

58,488
Inventories, net

1,204,138

909,254
Prepaid expenses and other assets

27,685

21,755
Total current assets

1,548,247

1,132,705
Property and equipment, net

183,485

130,760
Deferred tax assets, net

262,433

125,878
Intangibles assets, net

37,972

3,386
Goodwill

328,402

153,105
Other assets

17,940

17,931
Total assets

$
2,378,479

$
1,563,765
Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable

$
158,026

$
68,655
Accrued liabilities

125,349

78,044
Deferred revenues and gains

78,934

68,643
Current portion of capital lease obligations

908

1,224
Current portion of tax receivable agreement liability

7,378

991
Current portion of long-term debt

7,400

6,450
Notes payable – floor plan, net

799,682

625,185
Other current liabilities

26,822

16,745
Total current liabilities

1,204,499

865,937
Capital lease obligations, net of current portion

207

841
Right to use liability

10,231

10,343
Tax receivable agreement liability, net of current portion

102,485

18,190
Long-term debt, net of current portion

709,507

620,303
Deferred revenues and gains

56,782

52,210
Deferred tax liabilities

49

—
Other long-term liabilities

35,775

24,156
Total liabilities

2,119,535

1,591,980
Commitments and contingencies

Stockholders' equity (deficit):

Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of September 30, 2017 and December 31, 2016

—

—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 30,227,113 issued and 30,227,061 outstanding as of September 30, 2017 and 18,935,916 issued and outstanding as of December 31, 2016

302

189
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued; and 57,031,184 outstanding as of September 30, 2017 and 62,002,729 outstanding as of December 31, 2016

6

6
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of September 30, 2017 and December 31, 2016

—

—
Additional paid-in capital

157,031

74,239
Retained earnings

35,655

544
Total stockholders' equity attributable to Camping World Holdings, Inc.

192,994

74,978
Non-controlling interests

65,950

(103,193)
Total stockholders' equity (deficit)

258,944

(28,215)
Total liabilities and stockholders' equity (deficit)

$
2,378,479

$
1,563,765


	June 30,		December 31,		June 30,
	2023		2022		2022
Assets
Current assets:
Cash and cash equivalents	$	54,458	$	130,131	$	133,957
Contracts in transit		132,466		50,349		150,929
Accounts receivable, net		119,247		112,411		125,957
Inventories		2,077,024		2,123,858		1,995,796
Prepaid expenses and other assets		56,063		66,913		61,308
Assets held for sale		4,635		—		—
Total current assets		2,443,893		2,483,662		2,467,947

Property and equipment, net		785,003		758,281		688,297
Operating lease assets		730,460		742,306		711,589
Deferred tax assets, net		141,233		143,226		182,212
Intangible assets, net		15,028		20,945		22,943
Goodwill		655,744		622,423		507,284
Other assets		31,732		29,304		30,029
Total assets	$	4,803,093	$	4,800,147	$	4,610,301
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	200,516	$	127,691	$	249,218
Accrued liabilities		192,639		147,833		238,941
Deferred revenues		96,850		95,695		95,730
Current portion of operating lease liabilities		61,808		61,745		60,816
Current portion of finance lease liabilities		5,337		10,244		10,563
Current portion of Tax Receivable Agreement liability		13,999		10,873		11,686
Current portion of long-term debt		26,766		25,229		15,826
Notes payable – floor plan, net		1,155,356		1,319,941		1,000,808
Other current liabilities		84,552		73,076		86,975
Liabilities related to assets held for sale		4,125		—		—
Total current liabilities		1,841,948		1,872,327		1,770,563

Operating lease liabilities, net of current portion		753,999		764,835		735,267
Finance lease liabilities, net of current portion		99,341		94,216		96,604
Tax Receivable Agreement liability, net of current portion		151,053		159,743		159,790
Revolving line of credit		20,885		20,885		20,885
Long-term debt, net of current portion		1,521,629		1,484,416		1,371,444
Deferred revenues		69,809		70,247		73,076
Other long-term liabilities		86,186		85,792		82,741
Total liabilities		4,544,850		4,552,461		4,310,370
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share – 20,000 shares authorized; none issued and outstanding		—		—		—
Class A common stock, par value $0.01 per share – 250,000 shares authorized; 49,571, 47,571, and 47,855 shares issued, respectively; 44,525, 42,441, and 41,789 shares outstanding, respectively		496		476		476
Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466, 41,466, and 69,066 shares issued, respectively; 39,466, 41,466, and 41,466 shares outstanding, respectively		4		4		4
Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding		—		—		—
Additional paid-in capital		115,844		106,051		127,508
Treasury stock, at cost; 5,046, 5,130, and 5,782 shares, respectively		(176,783)		(179,732)		(202,561)
Retained earnings		197,293		221,031		265,974
Total stockholders' equity attributable to Camping World Holdings, Inc.		136,854		147,830		191,401
Non-controlling interests		121,389		99,856		108,530
Total stockholders' equity		258,243		247,686		299,931
Total liabilities and stockholders' equity	$	4,803,093	$	4,800,147	$	4,610,301

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In Thousands Except Per Share Amounts)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016
Revenue:

Consumer services and plans

$
46,169

$
45,442

$
144,518

$
135,868
Retail

New vehicles

715,182

545,154

1,982,644

1,532,919
Used vehicles

188,331

181,675

531,324

576,964
Parts, services and other

187,750

151,090

478,169

422,316
Finance and insurance, net

101,570

67,710

268,829

188,607
Subtotal

1,192,833

945,629

3,260,966

2,720,806
Total revenue

1,239,002

991,071

3,405,484

2,856,674
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):

Consumer services and plans

20,085

19,953

61,792

59,071
Retail

New vehicles

614,624

471,140

1,703,622

1,317,147
Used vehicles

138,796

138,637

393,436

454,659
Parts, services and other

108,830

81,105

265,376

223,781
Subtotal

862,250

690,882

2,362,434

1,995,587
Total costs applicable to revenue

882,335

710,835

2,424,226

2,054,658
Operating expenses:

Selling, general, and administrative

236,174

186,255

640,108

536,966
Depreciation and amortization

8,382

6,219

22,819

18,144
(Gain) loss on sale of assets

(5)

21

(292)

(227)
Total operating expenses

244,551

192,495

662,635

554,883
Income from operations

112,116

87,741

318,623

247,133
Other income (expense):

Floor plan interest expense

(7,414)

(4,322)

(19,303)

(14,851)
Other interest expense, net

(11,012)

(12,715)

(30,973)

(38,040)
Other expense, net

(96)

—

(79)

(2)

(18,522)

(17,037)

(50,355)

(52,893)
Income before income taxes

93,594

70,704

268,268

194,240
Income tax expense

(8,336)

(2,288)

(28,247)

(4,638)
Net income

85,258

68,416

240,021

189,602
Less: net income attributable to non-controlling interests

(65,131)

—

(193,036)

—
Net income attributable to Camping World Holdings, Inc.

$
20,127

$
68,416

$
46,985

$
189,602

Earnings per share of Class A common stock (1):

Basic

$
0.68

$
1.97

Diluted

$
0.68

$
1.92

Weighted average shares of Class A common stock outstanding (1):

Basic

29,522

23,854

Diluted

88,452

85,947

Dividends declared per share

$
0.1532

$
0.4596

~~(1)~~

~~Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 16 — Earnings Per Share.~~


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Revenue:
Good Sam Services and Plans	$	51,038	$	49,593	$	97,405	$	94,152
RV and Outdoor Retail
New vehicles		800,903		1,077,252		1,447,655		1,912,211
Used vehicles		622,962		555,958		1,067,708		958,990
Products, service and other		247,760		278,001		455,421		492,974
Finance and insurance, net		166,934		195,407		296,706		348,785
Good Sam Club		11,124		12,421		22,706		23,916
Subtotal		1,849,683		2,119,039		3,290,196		3,736,876
Total revenue		1,900,721		2,168,632		3,387,601		3,831,028
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		17,671		18,958		33,823		35,661
RV and Outdoor Retail
New vehicles		677,376		852,171		1,234,918		1,496,541
Used vehicles		480,419		414,169		822,366		716,994
Products, service and other		153,043		164,222		282,061		300,382
Good Sam Club		1,110		2,319		2,311		4,455
Subtotal		1,311,948		1,432,881		2,341,656		2,518,372
Total costs applicable to revenue		1,329,619		1,451,839		2,375,479		2,554,033
Operating expenses:
Selling, general, and administrative		420,887		441,123		786,613		826,438
Depreciation and amortization		17,206		17,627		31,843		43,162
Long-lived asset impairment		477		2,618		7,522		2,618
Lease termination		—		944		—		1,122
(Gain) loss on sale or disposal of assets		(145)		381		(5,132)		430
Total operating expenses		438,425		462,693		820,846		873,770
Income from operations		132,677		254,100		191,276		403,225
Other expense:
Floor plan interest expense		(20,672)		(8,733)		(41,482)		(14,999)
Other interest expense, net		(33,518)		(14,935)		(64,631)		(29,236)
Other expense, net		(183)		(72)		(1,683)		(295)
Total other expense		(54,373)		(23,740)		(107,796)		(44,530)
Income before income taxes		78,304		230,360		83,480		358,695
Income tax expense		(13,581)		(32,375)		(13,854)		(53,411)
Net income		64,723		197,985		69,626		305,284
Less: net income attributable to non-controlling interests		(36,020)		(113,674)		(37,754)		(176,243)
Net income attributable to Camping World Holdings, Inc.	$	28,703	$	84,311	$	31,872	$	129,041

Earnings per share of Class A common stock:
Basic	$	0.65	$	2.02	$	0.72	$	3.03
Diluted	$	0.64	$	2.01	$	0.71	$	3.01
Weighted average shares of Class A common stock outstanding:
Basic		44,490		41,737		44,473		42,640
Diluted		44,804		42,139		84,783		43,171

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In Thousands)


										Additional							Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Treasury Stock			Retained		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		Shares	Amounts		Earnings		Interest		Total
Balance at December 31, 2022	47,571	$	476	41,466	$	4	—	$	—	$	106,051	(5,130)	$	(179,732)	$	221,031	$	99,856	$	247,686
Equity-based compensation	—		—	—		—	—		—		3,345	—		—		—		3,013		6,358
Exercise of stock options	—		—	—		—	—		—		(25)	2		66		—		—		41
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(17)	—		—		—		17		—
Vesting of restricted stock units	—		—	—		—	—		—		(1,104)	37		1,300		—		(196)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	—		—	—		—	—		—		128	(13)		(466)		—		—		(338)
Redemption of LLC common units for Class A common stock	2,000		20	(2,000)		—	—		—		9,673	—		—		—		(4,739)		4,954
Distributions to holders of LLC common units	—		—	—		—	—		—		—	—		—		—		(6,046)		(6,046)
Dividends⁽¹⁾	—		—	—		—	—		—		—	—		—		(27,791)		—		(27,791)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	—		—	—		—	—		—		(4,014)	—		—		—		—		(4,014)
Non-controlling interest adjustment	—		—	—		—	—		—		(20)	—		—		—		20		—
Net income	—		—	—		—	—		—		—	—		—		3,169		1,734		4,903
Balance at March 31, 2023	49,571	$	496	39,466	$	4	—	$	—	$	114,017	(5,104)	$	(178,832)	$	196,409	$	93,659	$	225,753
Equity-based compensation	—		—	—		—	—		—		3,418	—		—		—		3,074		6,492
Exercise of stock options	—		—	—		—	—		—		(101)	8		266		—		—		165
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(70)	—		—		—		70		—
Vesting of restricted stock units	—		—	—		—	—		—		(1,965)	62		2,157		—		(192)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	—		—	—		—	—		—		87	(12)		(374)		—		—		(287)
Distributions to holders of LLC common units	—		—	—		—	—		—		—	—		—		—		(10,784)		(10,784)
Dividends⁽¹⁾	—		—	—		—	—		—		—	—		—		(27,819)		—		(27,819)
Non-controlling interest adjustment	—		—	—		—	—		—		458	—		—		—		(458)		—
Net income	—		—	—		—	—		—		—	—		—		28,703		36,020		64,723
Balance at June 30, 2023	49,571	$	496	39,466	$	4	—	$	—	$	115,844	(5,046)	$	(176,783)	$	197,293	$	121,389	$	258,243

(1)

The Company declared dividends per share of Class A common stock of $0.625 for each of the three months ended March 31, 2023 and June 30, 2023, respectively.

Table of Contents

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated ~~Statement~~Statements of Stockholders' Equity ~~(Deficit)~~

(In Thousands)

Additional

Non-

Class A Common Stock

Class B Common Stock

Class C Common Stock

Paid-In

Retained

Controlling


Shares

Amounts

Shares

Amounts

Shares

Amounts

Capital

Earnings

Interest

Total
Balance at January 1, 2017

18,936

189

62,003

6

—

—

74,239

544

(103,193)

(28,215)
Issuance of Class A common stock sold in a public offering, net of underwriting discounts, commissions and offering costs

4,600

46

—

—

—

—

121,399

—

—

121,445
Non-controlling interest adjustment for purchase of common units from CWGS, LLC with proceeds from a public offering

—

—

—

—

—

—

(53,648)

—

87,203

33,555
Issuance of Class A common stock for an acquisition by a subsidiary

164

1

—

—

—

—

5,719

—

—

5,720
Non-controlling interest adjustment for capital contribution of Class A common stock for an acquisition by a subsidiary

—

—

—

—

—

—

(2,261)

—

3,678

1,417
Equity-based compensation

—

—

—

—

—

—

2,792

—

—

2,792
Vesting of restricted stock units

—

—

—

—

—

—

—

—

—

—
Repurchases of Class A common stock

—

—

—

—

—

—

—

—

—

—
Redemption of LLC common units for Class A common stock

6,526

66

(4,972)

—

—

—

69,091

—

5,191

74,348
Distributions to holders of LLC common units

—

—

—

—

—

—

—

—

(124,996)

(124,996)
Dividends

—

—

—

—

—

—

—

(11,874)

—

(11,874)
Deferred tax adjustments related to tax receivable agreement

—

—

—

—

—

—

(55,858)

—

—

(55,858)
Non-controlling interest adjustment

—

—

—

—

—

—

(4,442)

—

5,031

589
Net income

—

—

—

—

—

—

—

46,985

193,036

240,021
Balance at September 30, 2017

30,226

$
302

57,031

$
6

—

$
—

$
157,031

$
35,655

$
65,950

$
258,944


										Additional							Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Treasury Stock			Retained		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		Shares	Amounts		Earnings		Interest		Total
Balance at December 31, 2021	47,521	$	475	41,466	$	4	—		—	$	98,113	(3,390)		(130,006)	$	189,471	$	75,837	$	233,894
Equity-based compensation	—		—	—		—	—		—		4,572	—		—		—		5,735		10,307
Exercise of stock options	—		—	—		—	—		—		(166)	11		397		—		—		231
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(111)	—		—		—		111		—
Vesting of restricted stock units	—		—	—		—	—		—		(4,067)	130		4,749		—		(682)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	—		—	—		—	—		—		243	(41)		(1,481)		—		—		(1,238)
Repurchases of Class A common stock to treasury stock											28,398	(2,593)		(79,757)				(37,774)		(89,133)
Redemption of LLC common units for Class A common stock	50		1	—		—	—		—		416	—		—		—		(45)		372
Distributions to holders of LLC common units	—		—	—		—	—		—		—	—		—		—		(24,836)		(24,836)
Dividends⁽¹⁾	—		—	—		—	—		—		—	—		—		(26,427)		—		(26,427)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	—		—	—		—	—		—		(299)	—		—		—		—		(299)
Non-controlling interest adjustment	—		—	—		—	—		—		(1,028)	—		—		—		1,028		—
Net income	—		—	—		—	—		—		—	—		—		44,730		62,569		107,299
Balance at March 31, 2022	47,571	$	476	41,466	$	4	—	$	—	$	126,071	(5,883)	$	(206,098)	$	207,774	$	81,943	$	210,170
Equity-based compensation	—		—	—		—	—		—		4,467	—		—		—		4,500		8,967
Exercise of stock options	—		—	—		—	—		—		(25)	2		66		—		—		41
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(18)	—		—		—		18		—
Vesting of restricted stock units	—		—	—		—	—		—		(3,562)	108		3,798		—		(236)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	—		—	—		—	—		—		48	(9)		(327)		—		—		(279)
Distributions to holders of LLC common units	—		—	—		—	—		—		—	—		—		—		(90,842)		(90,842)
Dividends⁽²⁾	—		—	—		—	—		—		—	—		—		(26,111)		—		(26,111)
Non-controlling interest adjustment	—		—	—		—	—		—		527	—		—		—		(527)		—
Net income	—		—	—		—	—		—		—	—		—		84,311		113,674		197,985
Balance at June 30, 2022	47,571	$	476	41,466	$	4	—	$	—	$	127,508	(5,782)	$	(202,561)	$	265,974	$	108,530	$	299,931

(2)

The Company declared dividends per share of Class A common stock of $0.625 for each of the three months ended March 31, 2022 and June 30, 2022, respectively.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)

Nine Months Ended September 30,

2017

2016
Operating activities

Net income

$
240,021

$
189,602

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

22,819

18,144
Equity-based compensation

2,792

60
Gain on sale of assets

(292)

(227)
Provision for (recovery of) losses on accounts receivable

(23)

1,701
Accretion of original issue discount

706

915
Non-cash interest expense

3,210

3,698
Deferred income taxes

3,256

3,089
Loss on remeasurement of tax receivable agreement

79

—
Change in assets and liabilities, net of acquisitions:

Receivables and contracts in transit

(64,211)

(38,415)
Inventories

(150,653)

68,316
Prepaid expenses and other assets

(6,381)

(8,324)
Checks in excess of bank balance

—

(7,478)
Accounts payable and other accrued expenses

105,154

67,935
Payment pursuant to tax receivable agreement

(203)

—
Accrued rent for cease-use locations

(91)

286
Deferred revenue and gains

14,863

12,849
Other, net

37,053

3,876
Net cash provided by operating activities

208,099

316,027

Investing activities

Purchases of property and equipment

(49,759)

(29,203)
Purchase of real property

(16,820)

(12,871)
Proceeds from the sale of real property

6,000

7,291
Purchases of businesses, net of cash acquired

(345,140)

(67,690)
Proceeds from sale of property and equipment

603

3,486
Net cash used in investing activities

$
(405,116)

$
(98,987)


	Six Months Ended June 30,
	2023		2022
Operating activities
Net income	$	69,626	$	305,284

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,843		43,162
Equity-based compensation		12,850		20,642
Loss on lease termination		—		1,122
Long-lived asset impairment		7,522		2,618
(Gain) loss on sale or disposal of assets		(5,132)		430
Provision for losses on accounts receivable		605		(37)
Non-cash lease expense		30,237		30,315
Accretion of original debt issuance discount		1,057		1,041
Non-cash interest		1,421		986
Deferred income taxes		8,306		6,841
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit		(89,495)		(117,531)
Inventories		87,259		(192,093)
Prepaid expenses and other assets		9,152		2,594
Accounts payable and other accrued expenses		98,781		118,045
Payment pursuant to Tax Receivable Agreement		(10,937)		(11,322)
Deferred revenue		717		4,314
Operating lease liabilities		(29,885)		(32,772)
Other, net		4,037		355
Net cash provided by operating activities		227,964		183,994

Investing activities
Purchases of property and equipment		(53,053)		(69,004)
Proceeds from sale of property and equipment		2,034		654
Purchases of real property		(36,981)		(28,033)
Proceeds from the sale of real property		35,603		6,809
Purchases of businesses, net of cash acquired		(74,414)		(38,188)
Purchases of and loans to other investments		(3,444)		(3,000)
Purchases of intangible assets		(1,652)		(743)
Net cash used in investing activities	$	(131,907)	$	(131,505)

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)

Nine Months Ended September 30,

2017

2016

Financing activities

Proceeds from long-term debt

$
94,762

$
134,325
Payments on long-term debt

(5,550)

(43,615)
Net borrowings on notes payable – floor plan, net

174,497

(65,967)
Borrowings on revolver

—

12,000
Payments on revolver

—

(12,000)
Payments of principal on capital lease obligations

(950)

(1,111)
Payments of principal on right to use liability

(112)

(164)
Payment of debt issuance costs

(1,176)

(2,685)
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts, commissions and offering expenses

121,445

—
Dividends on Class A common stock

(11,874)

—
Members' distributions

(124,996)

(214,782)
Net cash provided by (used in) financing activities

246,046

(193,999)

Increase in cash

49,029

23,041
Cash at beginning of the period

114,196

92,025
Cash at end of the period

$
163,225

$
115,066


	Six Months Ended June 30,
	2023		2022
Financing activities
Proceeds from long-term debt	$	59,227	$	—
Payments on long-term debt		(22,776)		(7,913)
Net (payments) proceeds on notes payable – floor plan, net		(131,462)		40,372
Proceeds from landlord funded construction on finance leases		—		6,028
Payments on finance leases		(2,847)		(3,042)
Proceeds from sale-leaseback arrangement		—		27,951
Payments on sale-leaseback arrangement		(92)		(42)
Payment of debt issuance costs		(858)		—
Dividends on Class A common stock		(55,610)		(52,538)
Proceeds from exercise of stock options		143		272
RSU shares withheld for tax		(625)		(1,517)
Repurchases of Class A common stock to treasury stock		—		(79,757)
Distributions to holders of LLC common units		(16,830)		(115,678)
Net cash used in financing activities		(171,730)		(185,864)

Decrease in cash and cash equivalents		(75,673)		(133,375)
Cash and cash equivalents at beginning of the period		130,131		267,332
Cash and cash equivalents at end of the period	$	54,458	$	133,957

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Camping World Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

~~September~~June 30, ~~2017~~2023

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. ~~(“CWH”)~~ and its subsidiaries, ~~(collectively, the “Company”),~~ and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the ~~Securities and Exchange Commission (the “SEC”).~~SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair ~~presentation~~statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All ~~significant~~ intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, ~~2016~~2022 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016 (the “Annual Report”)~~2022 filed with the SEC on ~~March 13, 2017.~~February 23, 2023. Operating results for ~~the~~ interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions (the “Reorganization Transactions”) that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH havinghas sole voting power in and control of the management of CWGS, ~~LLC. Despite its~~LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH ~~has~~held a minority economic interest in CWGS, LLC. As of ~~September~~June 30, ~~2017,~~2023, December 31, 2022, and June 30, 2022, CWH owned ~~34.1%~~52.6%, 50.2%, and 49.8%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and related Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.

The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.

~~Description~~Cybersecurity Incident

The Company relies on the integrity, security and successful functioning of ~~the Business~~

~~CWGS, LLC is a holding company~~its information technology systems and ~~operates through~~network infrastructure (collectively, “IT Systems”) across its ~~subsidiaries. The operations of~~operations. In February 2022, the Company ~~consist~~announced the occurrence of ~~two primary businesses: (i) Consumer Services~~a cybersecurity incident that resulted in the encryption of certain IT Systems and ~~Plans,~~theft of certain data and ~~(ii) Retail.~~information (the “Cybersecurity Incident”). The ~~Company provides consumer services and plans offerings through~~Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its ~~Good Sam brand~~IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company ~~primarily provides~~temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its ~~retail offerings through~~IT Systems. Through its ~~Camping World brand. Within the Consumer Services and Plans segment,~~investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and is continuing to cooperate with law enforcement.

The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers,

Table of Contents

and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. On March 30, 2023, the Company and plaintiffs reached an agreement in principle to resolve the putative class action complaints for an immaterial amount subject to the execution of a settlement agreement and court approval. On April 11, 2023, for purposes of effectuating the settlement reached with Company, the original complaints were dismissed and refiled as a combined state court complaint. On June 15, 2023, the parties executed the settlement agreement. On June 28, 2023, the plaintiffs’ attorneys in the combined state court case filed a motion for preliminary approval of the settlement agreement. On July 6, 2023, the judge in the combined state court case set a hearing date of August 10, 2023 for the plaintiffs’ motion for preliminary approval of the settlement agreement.

The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition.

Seasonality

The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily ~~derives~~by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its RV dealership locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline.

Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the timing of acquisitions and the seasonality of the Company’s business. The Company prefers to acquire new RV dealership locations in the first and fourth quarters of each year in order to provide time for the location to be remodeled and to ramp up operations ahead of the spring and summer months, but that does not preclude the Company from acquiring new RV dealership locations during the second and third quarters of a year. The timing of the Company’s acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has historically resulted in SG&A expenses as a percentage of gross profit being higher in these quarters.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

Recently Adopted Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of ~~the following offerings: emergency roadside assistance; property~~an equity security, and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, the Company primarily derives revenues from the sale of the following products: new and used recreational vehicles (“RV”); parts and service, including RV accessories and supplies; camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and

~~Table of Contents~~

watersport equipment and supplies; and finance and insurance. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts. At September 30, 2017, the Company operated 137 Camping World retail locations, of which 121 locations sell new and used RVs, and offer financing, ancillary services, protection plans, and other products for the RV purchaser and outdoor enthusiasts; two Overton’s locations offering marine and watersports products; two TheHouse.com locations offering skiing, snowboarding, bicycling, and skateboarding products; and one W82 location offering skiing, snowboarding, and skateboarding products.

~~Use of Estimates~~

~~The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include certain assumptionsspecific disclosures related to accounts receivable, inventory, goodwill, intangible assets, long lived assets, assets held for sale, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

~~Recently Adopted Accounting Pronouncements~~

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”).such an equity security. The ~~amendments in the accounting~~ standard ~~replace the lower of cost or market test with a lower of cost and net realizable value test. The amendments in this ASU~~ should be applied ~~prospectively and are~~prospectively. The standard is effective for fiscal years, and interim ~~and annual~~ periods within those fiscal years, beginning after December 15, ~~2016.~~2023, with early adoption permitted. The Company early adopted ~~the amendments of this~~ ASU 2021-08 as of January 1, ~~2017~~2023 and the adoption did not materially impact its condensed consolidated financial ~~statements or results of operations.~~statements.

In ~~January 2016,~~September 2022, the FASB issued ASU ~~No. 2016-01, Recognition~~2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This standard requires a buyer in a supplier finance program to disclose qualitative and ~~Measurement of Financial Assets~~quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and Financial Liabilities (“ASU 2016-01”). This ASU amends guidance on the classification and measurement of financial instruments. Although ASU 2016-01 retains many current requirements, it significantly revises an entity’s accounting related to investments in equity securities, excluding those accounted for under the equity method of accounting or those that result in the consolidationpotential magnitude. Most of the ~~investee. The guidance also amends certain disclosure requirements associated with~~disclosures are required only in annual reporting periods, except for the ~~fair value~~amount of ~~financial instruments. One~~

Table of ~~the amendments eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required~~Contents

obligation outstanding to be disclosed ~~for financial instruments measured~~ at ~~amortized cost on the balance sheet.~~each interim reporting period. The standard ~~will~~should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, ~~2017, and interim periods within those fiscal years. The~~2023, with early adoption permitted. As the Company ~~early adopted~~already included many of the ~~amendments~~required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, ~~2017, which eliminated the disclosure requirements discussed above, and the adoption~~2023 did not materially impact ~~its~~the Company’s condensed consolidated financial ~~statements or results of operations.~~statements.

Recently Issued Accounting Pronouncements

In ~~November 2016,~~March 2023, the FASB issued ASU ~~No. 2016-18, Statement~~2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of ~~Cash Flows (Topic 230): Restricted Cash, a consensus of~~leasehold improvements associated with common control leases over the ~~FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain~~useful life to the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or

~~Table of Contents~~

~~restricted cash equivalents.~~common control group. The standard ~~will be~~is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, ~~2017, and interim periods within those fiscal years.~~2023, with early adoption permitted. The Company ~~early adopted the amendments of this ASU as of January 1, 2017 and the adoption did~~does not ~~materially impact its consolidated financial statements or results of operations.~~

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with Accounting Standards Codification (“ASC”) Topic No. 606. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and must be applied prospectively. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

~~Recently Issued Accounting Pronouncements~~

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2014-09, which are effective upon the adoption of ASU 2014-09. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity will be required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. To assess the impact of the ASU, the Company established an internal implementation team to review its current accounting policies and practices, identify all material revenue streams, assess the impact of the ASU on its material revenue streams and identify potential differences with current policies and practices. The Company’s internal implementation team is in the process of performing its initial review of the likely impacts that the application of the amendments in this ASU will have on its consolidated financial statements. The team has identified the Company’s material revenue streams to be the sale of new and used vehicles; the sale of parts, RV accessories, and supplies; the performance of vehicle maintenance and repair services; the arrangement of associated vehicle financing; the sale of insurance and emergency roadside assistance contracts; and the sale of club memberships. The team has continued to review a sample of associated contracts and other related documents, but currently, has not quantified and estimated impact of changes, if any, to its current revenue recognition policies and practices. The Company’s implementation team is continuing to evaluate the additional disclosure requirements of the ASU, as well as the change, if any, to the Company’s underlying accounting and financial reporting systems and processes necessary to support the recognition and disclosure requirements. The Company expects to identify and implement the necessary changes, if any, during 2017. The Company currently expects to adopt the amendments of this ASU as of January 1, 2018, as a cumulative effect adjustment as of the date of adoption, but will not make a final decision on the adoption method until later in 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of

~~Table of Contents~~

~~evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects~~expect that the adoption of the provisions of ~~the ASU will have a significant impact on its consolidated balance sheet, as currently most of its real estate is leased via operating leases. Adoption of~~ this ASU ~~is required to be done using a modified retrospective approach.~~

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The amendments in ASU 2017-09 require entities to apply modification accounting in Topic 718 only when changes to the terms or conditions of a share-based payment award result in changes to fair value, vesting conditions or the classification of the award as equity or liability. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The guidance will be applied prospectively upon adoption. The Company does not expect the adoption will have a material impact on its condensed consolidated financial ~~statements~~statements.

2. Revenue

Contract Assets

As of June 30, 2023, December 31, 2022, and June 30, 2022 a contract asset of $17.3 million, $18.4 million and $18.3 million, respectively, relating to RV service revenues, was included in accounts receivable in the accompanying condensed consolidated balance sheets.

Deferred Revenues

The Company records deferred revenues when cash payments are received or ~~results of operations; however, the amount~~due in advance of the ~~impact~~Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the six months ended June 30, 2023, $64.1 million of revenues recognized were included in the deferred revenue balance at the beginning of the period.

As of June 30, 2023, the Company has unsatisfied performance obligations primarily relating to ~~equity-based compensation expense will depend on~~plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the ~~terms specified in any new changes~~annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at June 30, 2023 and the periods during which the Company expects to recognize the ~~equity-based payment awards, if any. The Company plans to adopt this ASU on October 1, 2017.~~amounts as revenue are presented as follows (in thousands):


	As of
	June 30, 2023
2023	$	60,761
2024		54,981
2025		25,580
2026		13,284
2027		7,231
Thereafter		4,822
Total	$	166,659

Table of Contents

3. Inventories ~~Net~~ and Floor Plan ~~Payable~~Payables

Inventories consisted of the following (in thousands):

September 30,

December 31,

2017

2016
New RV vehicles

$
931,016

$
727,634
Used RV vehicles

96,911

78,787
Parts, accessories and miscellaneous

176,211

102,833

$
1,204,138

$
909,254


	June 30,		December 31,		June 30,
	2023		2022		2022
Good Sam services and plans	$	565	$	625	$	343
New RVs		1,206,493		1,411,016		1,329,604
Used RVs		651,396		464,310		358,060
Products, parts, accessories and other		218,570		247,907		307,789
	$	2,077,024	$	2,123,858	$	1,995,796

~~New~~Substantially all of the Company’s new RV inventory and certain of its used ~~vehicles~~RV inventory, included in ~~retail inventories are primarily~~the RV and Outdoor Retail segment, is financed by a floor plan ~~arrangements through~~credit agreement with a syndication of ~~banks.~~banks (“Floor Plan Lenders”). The borrowings under the floor plan ~~notes~~credit agreement are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a ~~wholly owned~~wholly-owned subsidiary of FreedomRoads, which operates the ~~Camping World dealerships,~~RV dealerships. The floor plan borrowings are tied to specific vehicles and bear interest at one-month London Interbank Offered Rate (“LIBOR”) plus 2.05% as of September 30, 2017 and 2.05% as of December 31, 2016. LIBOR, as defined, was 1.24% at September 30, 2017 and 0.62% as of December 31, 2016. Principalprincipal is due upon the sale of the related ~~vehicle.~~vehicle or upon reaching certain aging criteria.

~~In August 2015,~~As of June 30, 2023, December 31, 2022, and June 30, 2022, FR ~~entered into a Sixth~~maintained floor plan financing through the Eighth Amended and Restated Credit Agreement ~~for floor plan financing~~ (“Floor Plan Facility”). The Floor Plan Facility at June 30, 2023 allowed FR to ~~extend~~borrow (a) up to $1.70 billion under a floor plan facility, (b) up to $30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $70.0 million under the revolving line of credit. The maturity date ~~to August 2018. On July 1, 2016, FR entered into Amendment No. 1 to the Sixth Amended and Restated Credit Agreement for~~of the Floor Plan Facility is September 30, 2026.

The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to ~~among other things,~~request to increase the ~~available~~aggregate amount of the floor plan notes payable in $50.0 million increments up to a maximum amount of $200.0 million. In July 2023, FR and the Floor Plan Lenders entered into a first amendment to the Floor Plan Facility (“Floor Plan Amendment”) to exercise FR’s existing option under the accordion feature to increase the aggregate amount of the committed floor plan notes payable by $150.0 million to $1.85 billion and reset the accordion feature to allow FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $50.0 million increments up to a maximum amount of $300.0 million. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. Additionally, the Floor Plan Amendment increased the percentage of the aggregate amount of the floor plan notes payable that may be used to finance used RV inventory to 30% from 20%. No incremental funds were drawn at the time of closing of the Floor Plan Amendment.

As of June 30, 2023, December 31, 2022, and June 30, 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility ~~from $880.0 million to $1.18 billion, amend the applicable borrowing rate margin on LIBOR~~was 7.00%, 6.01%, and ~~base rate loans ranging from 2.05% to 2.50% and 0.55% and 1.00%~~2.93%, ~~respectively, based on the consolidated current ratio at FR, and extend the maturity date to June 30, 2019. The letter of credit commitment within~~respectively. Under the Floor Plan Facility, ~~remained~~ at ~~$15.0 million.~~ the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.90% to 2.50% determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40% to 1.00% determined based on FR’s consolidated current ratio.

As of June 30, 2023, December 31, 2022, and June 30, 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.35%, 6.21%, and 3.13%, respectively. Under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either: (a) a floating BSBY rate, plus 2.25%, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75%, plus 0.75%, in the case of base rate loans. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at June 30, 2023, December 31, 2022, and June 30, 2022.

The Floor Plan Facility includes ana 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 ~~payable~~payables under the Floor

Table of Contents

Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan ~~notes payable~~borrowings that would otherwise accrue interest, while retaining the ability to ~~transfer~~withdraw amounts from the FLAIR offset account ~~into~~subject to the ~~Company’s operating cash accounts. When~~financial covenants under the ~~Company uses~~Floor Plan Facility. As a result of using the ~~floor plan~~FLAIR offset account, the Company experiences a reduction in floor plan interest expense in its condensed consolidated statements of ~~income.~~operations. As of June 30, 2023, December 31, 2022, and June 30, 2022, FR had $133.5 million, $217.7 million, and $277.9 million, respectively, in the FLAIR offset account. The maximum FLAIR percentage of outstanding floor plan borrowings is 35% 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.

Management has determined that the credit agreement governing the Floor Plan Facility ~~contains~~includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at June 30, 2023 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contain certain financial covenants. FR was in compliance with all debt covenants at ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016.~~2022, and June 30, 2022.

~~Table of Contents~~

~~At September 30, 2017~~The following table details the outstanding amounts and ~~December 31, 2016, the principal amount outstanding~~available borrowings under the Floor Plan Facility as of June 30, 2023 and December 31, 2022, and June 30, 2022 (in thousands):


	June 30,		December 31,		June 30,
	2023		2022		2022
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,700,000	$	1,700,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,155,356)		(1,319,941)		(1,000,808)
Less: FLAIR offset account		(133,483)		(217,669)		(277,867)
Additional borrowing capacity		411,161		162,390		421,325
Less: short-term payable for sold inventory⁽¹⁾		(66,624)		(33,501)		(78,945)
Less: purchase commitments⁽²⁾		(22,039)		(43,807)		(31,491)
Unencumbered borrowing capacity	$	322,498	$	85,082	$	310,889

Revolving line of credit:	$	70,000	$	70,000	$	70,000
Less: borrowings		(20,885)		(20,885)		(20,885)
Additional borrowing capacity	$	49,115	$	49,115	$	49,115

Letters of credit:
Total commitment	$	30,000	$	30,000	$	30,000
Less: outstanding letters of credit		(11,371)		(11,371)		(11,500)
Additional letters of credit capacity	$	18,629	$	18,629	$	18,500

(1)

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.

(2)	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.

4. Restructuring and Long-Lived Asset Impairment

Restructuring – 2019 Strategic Shift

On September 3, 2019, the Board of Directors of CWH approved a plan (the “2019 Strategic Shift”) to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the “Outdoor Lifestyle Locations”). Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift. As of December 31, 2020, the Company had completed the store closures

Table of Contents

and divestitures relating to the 2019 Strategic Shift. During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that are not RV related.

As of December 31, 2021, the activities under the 2019 Strategic Shift were completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was ~~$799.7 million~~in part due to the COVID-19 pandemic, and ~~$625.2 million, respectively, which was net~~these delays are expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company expects that most of the ~~floor~~remaining leases under the 2019 Strategic Shift will be subleased or terminated by December 31, 2023.

The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $121.0 million to $129.7 million. The breakdown of the estimated restructuring costs are as follows:

●

one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $1.2 million, all of which were incurred through December 31, 2020;

●

lease termination costs of $20.0 million to $27.0 million, of which $19.4 million has been incurred through June 30, 2023;

●

incremental inventory reserve charges of $57.4 million, all of which were incurred through December 31, 2021; and

●

other associated costs of $42.4 million to $44.1 million, of which $41.0 million has been incurred through June 30, 2023.

Through June 30, 2023, the Company has incurred $41.0 million of such other associated costs primarily representing labor, lease, and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. The additional amount of $1.4 million to $3.1 million represents similar costs that may be incurred through the year ending December 31, 2023 for locations that continue in a wind-down period, primarily comprised of lease costs accounted for under ASC 842, Leases, prior to lease termination. The Company intends to negotiate terminations of these leases where prudent and pursue sublease arrangements for the remaining leases. Lease costs may continue to be incurred after December 31, 2023 on these leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. The foregoing lease termination cost estimate represents the expected cash payments to terminate certain leases but does not include the gain or loss from derecognition of the related operating lease assets and liabilities, which is dependent on the particular leases that will be terminated.

The following table details the costs incurred during the three and six months ended June 30, 2023 and 2022 associated with the 2019 Strategic Shift (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
2019 Strategic Shift restructuring costs:
Lease termination costs⁽¹⁾	$	—	$	944	$	—	$	1,122
Other associated costs⁽²⁾		1,063		1,854		2,147		3,877
Total 2019 Strategic Shift restructuring costs	$	1,063	$	2,798	$	2,147	$	4,999

(1)	These costs were included in lease termination charges in the condensed consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities.

(2)

Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift for the periods presented and were included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

Table of Contents

The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands):


	One-time		Lease		Other
	Termination		Termination		Associated
	Benefits		Costs⁽¹⁾		Costs⁽²⁾		Total
Balance at June 30, 2019	$	—	$	—	$	—	$	—
Charged to expense		1,239		13,532		31,840		46,611
Paid or otherwise settled		(1,239)		(13,532)		(30,914)		(45,685)
Balance at December 31, 2021		—		—		926		926
Charged to expense		—		2,023		3,877		5,900
Paid or otherwise settled		—		(2,023)		(4,060)		(6,083)
Balance at June 30, 2022		—		—		743		743
Charged to expense		—		4,074		3,149		7,223
Paid or otherwise settled		—		(4,074)		(3,023)		(7,097)
Balance at December 31, 2022		—		—		869		869
Charged to expense		—		—		2,147		2,147
Paid or otherwise settled		—		—		(2,007)		(2,007)
Balance at June 30, 2023	$	—	$	—	$	1,009	$	1,009

(1)

Lease termination costs exclude the $7.6 million, $0.9 million and $3.9 million of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the 2.5 years ended December 31, 2021, for the six months ended June 30, 2022, and for the six months ended December 31, 2022, respectively.

(2)	Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift.

The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying condensed consolidated financial statements.

Restructuring – Active Sports

On March 1, 2023, management of the Company determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of its indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”) as part of its review of underperforming assets and business lines. Upon liquidating a significant amount of inventory and exiting the related distribution centers, the Company reevaluated its exit plan ~~offset account~~and concluded instead that it would integrate the remaining operations into its existing distribution and fulfillment infrastructure while maintaining lower inventory levels and a smaller fixed cost structure. These plans have resulted in a much smaller operation and included the closure of ~~$91.1~~the specialty retail location.

The activities under the Active Sports Restructuring are expected to be substantially completed by December 31, 2023. The total restructuring costs associated with the Active Sports Restructuring are estimated to be in the range of $3.8 million to $4.1 million. The breakdown of the estimated restructuring costs are as follows:

●

one-time employee termination benefits relating to the specialty retail store and distribution center closures of $0.2 million, all of which were incurred through June 30, 2023.

●

incremental inventory reserve charges of $2.6 million, all of which has been incurred through June 30, 2023; and

●

other associated costs of $1.0 million to $1.3 million, of which $0.4 million has been incurred through June 30, 2023.

Table of Contents

The incremental inventory reserve charges are based, in part, on the Company’s estimates of the discounting necessary to liquidate the Active Sports inventory. However, additional incremental inventory reserve charges may be recorded in future periods if discounting in excess of those estimates is necessary.

The following table details the costs incurred during the three and ~~$68.5~~six months ended June 30, 2023 and 2022 associated with the Active Sports Restructuring (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Active Sports Restructuring costs:
One-time termination benefits⁽¹⁾	$	193	$	—	$	193	$	—
Incremental inventory reserve charges⁽¹⁾		2,646		—		2,646		—
Other associated costs⁽²⁾		420		—		420		—
Total Active Sports Restructuring costs	$	3,259	$	—	$	3,259	$	—

(1)	These costs were included in costs applicable to revenues – products, service and other in the condensed consolidated statements of operations.

(2)

Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the condensed consolidated statements of operations.

The following table details changes in the restructuring accrual associated with the Active Sports Restructuring (in thousands):


	One-time		Other
	Termination		Associated
	Benefits		Costs ⁽¹⁾		Total
Balance at March 31, 2023	$	—	$	—	$	—
Charged to expense		193		420		613
Paid or otherwise settled		(193)		(420)		(613)
Balance at June 30, 2023	$	—	$	—	$	—

(1)	Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the specialty retail location and distribution centers related to the Active Sports Restructuring.

Long-Lived Asset Impairment

During the three months ended March 31, 2023, the Company recorded an impairment charge totaling $6.6 million ~~respectively.~~related to the Active Sports Restructuring, of which $4.5 million related to intangible assets, and $2.1 million related to other long-lived asset categories.

3.During the three and six months ended June 30, 2023 and the six months ended June 30, 2022, the Company had indicators of impairment of the long-lived assets for certain locations based on the Company’s review of location performance in the normal course of business. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.

The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.

Table of Contents

The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	—	$	2,557	$	740	$	2,557
Operating lease right of use assets		476		—		476		—
Furniture and equipment		—		61		329		61
Software		—		—		1,362		—
Construction in progress and software in development		—		—		113		—
Intangible assets		—		—		4,501		—
Total long-lived asset impairment charges	$	476	$	2,618	$	7,521	$	2,618

Long-lived asset impairment charges by restructuring activity:
2019 Strategic Shift	$	—	$	—	$	—	$	—
Active Sports Restructuring		—		—		6,648		—
Unrelated to restructuring activities		476		2,618		873		2,618
Total long-lived asset impairment charges	$	476	$	2,618	$	7,521	$	2,618

5. Assets Held for Sale

The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the condensed consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group.

The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale. The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers.

As of June 30, 2023, two properties from the RV and Outdoor Retail segment, relating to a closed RV dealership and real estate, met the criteria to be classified as held for sale. Additionally, as of June 30, 2023, one of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 7 — Long-Term Debt for definition and further details), which will require payment of the associated balance upon sale of the property.

The following table presents the components of assets held for sale and liabilities related to assets held for sale at June 30, 2023, December 31, 2022, and June 30, 2022 (in thousands):


	June 30,		December 31,		June 30,
	2023		2022		2022
Assets held for sale:
Property and equipment, net	$	4,635	$	—	$	—
	$	4,635	$	—	$	—
Liabilities related to assets held for sale:
Current portion of long-term debt	$	206	$	—	$	—
Long-term debt, net of current portion		3,919		—		—
	$	4,125	$	—	$	—

Table of Contents

6. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by ~~reportable segments~~segment for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and 2022 (in thousands):

Consumer

Services and


Plans

Retail

Consolidated
Balance as of December 31, 2016

$
49,944

$
103,161

$
153,105
Acquisitions (1)

—

175,297

175,297
Balance as of September 30, 2017

$
49,944

$
278,458

$
328,402

⁽¹⁾

~~See Note 9 — Acquisitions.~~


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2021 (excluding impairment charges)	$	70,713	$	654,758	$	725,471
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2021		23,829		459,805		483,634
Acquisitions		405		23,245		23,650
Balance at June 30, 2022		24,234		483,050		507,284
Acquisitions		—		115,139		115,139
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		33,321		33,321
Balance at June 30, 2023	$	24,234	$	631,510	$	655,744

The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016~~2022 and June 30, 2022 (in thousands):


	June 30, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640		(9,110)	$	530
Trademarks and trade names		2,132		(166)		1,966
Websites		3,050		(900)		2,150
RV and Outdoor Retail:
Customer lists, domain names and other		5,268		(2,936)		2,332
Supplier lists		1,696		(933)		763
Trademarks and trade names		27,251		(20,494)		6,757
Websites		6,032		(5,502)		530
	$	55,069	$	(40,041)	$	15,028

	December 31, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(8,971)	$	669
Trademarks and trade names		2,132		(95)		2,037
Websites		3,050		(682)		2,368
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,880)		2,746
Supplier lists		1,696		(763)		933
Trademarks and trade names		29,564		(19,691)		9,873
Websites		7,519		(5,200)		2,319
	$	59,227	$	(38,282)	$	20,945

September 30, 2017

Cost or

Accumulated


Fair Value

Amortization

Net
Trademarks and trade names

$
28,839

$
(420)

$
28,419
Membership and customer lists

10,778

(7,118)

3,660
Websites

5,990

(97)

5,893

$
45,607

$
(7,635)

$
37,972

Table of Contents

December 31, 2016

Cost or

Accumulated


Fair Value

Amortization

Net
Membership and customer lists

$
9,485

$
(6,099)

$
3,386

$
9,485

$
(6,099)

$
3,386

	June 30, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(8,817)	$	823
Trademarks and trade names		2,132		(24)		2,108
Websites		3,050		(441)		2,609
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,590)		3,036
Supplier lists		1,696		(594)		1,102
Trademarks and trade names		29,564		(19,013)		10,551
Websites		7,378		(4,664)		2,714
	$	59,086	$	(36,143)	$	22,943

~~The trademarks and trade names have~~During the first quarter of 2022, the Company recorded $8.8 million of incremental accelerated amortization from the adjustment of the useful lives of ~~fifteen years. The membership~~certain trademark and ~~customer lists have weighted-average useful lives of approximately five years. The websites have useful lives of ten years.~~trade name intangible assets relating to brands not traditionally associated with RVs that the Company phased out.

7. Long-Term Debt

~~Long-term~~Outstanding long-term debt ~~consists~~consisted of the following (in thousands):

September 30,

December 31,

2017

2016
Term Loan Facility (1)

$
716,907

$
626,753
Less: current portion

(7,400)

(6,450)

$
709,507

$
620,303


	June 30,		December 31,		June 30,
	2023		2022		2022
Term Loan Facility ⁽¹⁾	$	1,351,543	$	1,360,454	$	1,361,853
Real Estate Facilities ⁽²⁾		188,449		145,911		22,076
Other Long-Term Debt		8,403		3,280		3,341
Subtotal		1,548,395		1,509,645		1,387,270
Less: current portion		(26,766)		(25,229)		(15,826)
Total	$	1,521,629	$	1,484,416	$	1,371,444

(1)

⁽¹⁾

Net of ~~$5.9~~$13.2 million, $14.2 million, and ~~$6.3~~$16.0 million of original issue discount at ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016,~~2022, and June 30, 2022, respectively, and ~~$11.7~~$5.3 million, $5.8 million, and ~~$11.9~~$6.4 million of finance costs at ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016,~~2022, and June 30, 2022, respectively.

(2)	Net of $3.6 million, $3.4 million, and $0.2 million of finance costs at June 30, 2023, December 31, 2022, and June 30, 2022, respectively.

~~Existing~~

Senior Secured Credit Facilities

~~On November 8, 2016,~~As of June 30, 2023, December 31, 2022, and June 30, 2022, CWGS Group, LLC (the “Borrower”), a ~~wholly owned~~wholly-owned subsidiary of CWGS, LLC, ~~entered into~~was party to a ~~new $680.0 million senior secured~~ credit ~~facility (“Existing Senior Secured Credit Facilities”~~agreement (the “Credit Agreement”) ~~and used the proceeds to repay its previous~~for senior secured credit facilities ~~(“Previous Senior~~(the “Senior Secured Credit Facilities”). The ~~Existing~~ Senior Secured Credit Facilities ~~consists~~consist of a ~~seven-year $645.0 million Term Loan Facility (“Existing Term~~$1.4 billion term loan facility (the “Term Loan Facility”) and a ~~five-year $35.0~~$65.0 million revolving credit facility ~~(“Existing Revolving~~(the “Revolving Credit Facility”). ~~On March 17, 2017, CWGS Group, LLC entered into an amendment to~~Under the ~~Existing~~ Senior Secured Credit Facilities, the Company has the ability to request to increase the ~~Existing Term Loan Facility by $95.0~~amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $725.0 million ~~to $740.0 million.~~and (b) 100% of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the Credit Agreement). The ~~net proceeds from~~lenders under the ~~additional borrowings were intended to be used by FreedomRoads to purchase dealerships. No other terms of the credit agreement governing our Existing~~ Senior Secured Credit Facilities ~~were amended~~are not under any obligation to provide commitments in ~~connection with the amendment.~~ respect of any such increase.

The ~~Existing~~ Term Loan Facility ~~includes~~requires mandatory ~~amortization at 1% per annum~~principal payments in equal quarterly ~~installments.~~

Interest on the Existing Term Loan Facility floats at the Company’s option at a) LIBOR multiplied by the statutory reserve rate (such product, the “Adjusted LIBOR Rate”), subject to a 0.75% floor, plus an applicable margininstallments of ~~3.75%, or b) an Alternate Base Rate (“ABR”) equal to 2.75% per annum plus the greater of: (i) the prime rate published by~~$3.5 million. The Wall Street Journal (the “WSJ Prime Rate”), (ii) federal funds effective rate plus 0.50%, or (iii) one-month Adjusted LIBOR Rate plus 1.00%, subject to a 1.75% floor. Interest on borrowings under the Existing Revolving Credit Facility is at the Company’s option of a) 3.25% to 3.50% per annum subject to a 0.75% floor in the case of a Eurocurrency loan, or b) 2.25% to 2.50% per annum plus the greater of the WSJ Prime Rate, federal funds effective rate plus 0.50%, or one-month Adjusted LIBOR Rate plus 1.00% in the case of an ABR loan, based on the Company’s total leverage ratio as defined in the Existing Senior Secured Credit Facilities. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Existing Senior Secured Credit Facility. Reborrowings under the Existing Term Loan Facility are not permitted.

~~Following the end of each fiscal year, commencing with the fiscal year ending~~ December 31, ~~2017,~~2022 principal payment was due in January 2023, since December 31, 2022 was on a Saturday. Additionally, the Company is required to prepay the term loan borrowings in an aggregate amount ~~equal~~up to 50% of excess cash flow, as defined in the ~~Existing Senior Secured~~ Credit ~~Facilities,~~Agreement, for such fiscal ~~year.~~year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022. The ~~required percentage prepayment of~~Company does not expect that an additional excess cash flow ~~is reduced~~payment will be required relating to ~~25% if the total leverage ratio, as defined, is 1.50 to 1.00 or greater but less than 2.00 to 1.00. If the total leverage ratio is less than 1.50 to 1.00, no prepayment~~2023.

Table of ~~excess cash flow is required.~~Contents

~~The Existing Revolving Credit Facility matures on November 8, 2021, and the Existing Term Loan Facility matures on November 8, 2023.~~ The funds available under the ~~Existing~~ Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of ~~$15.0~~$25.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures in June 2026 and the Term Loan Facility matures in June 2028.

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):


	June 30,		December 31,		June 30,
	2023		2022		2022
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(30,026)		(19,515)		(16,011)
Less: unamortized original issue discount		(13,167)		(14,224)		(15,786)
Less: unamortized finance costs		(5,264)		(5,807)		(6,350)
		1,351,543		1,360,454		1,361,853
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,337,528	$	1,346,439	$	1,347,838
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,930)		(4,930)		(4,930)
Less: total net leverage ratio borrowing limitation		(37,320)		—		—
Additional borrowing capacity	$	22,750	$	60,070	$	60,070

As of ~~September~~June 30, ~~2017,~~2023, December 31, 2022, and June 30, 2022, the average interest rate on the term debt was 4.98%. As of September 30, 2017 and December 31, 2016, the Company had available borrowings of $31.8 million and $31.8 million, respectively, and letters of credit in the aggregate amount of $3.2 million and $3.2 million outstanding, respectively, under the Existing Revolving Credit Facility. As of September 30, 2017 and December 31, 2016, the principal balance of $734.5 million and $645.0 million, respectively, was outstanding

~~Table of Contents~~

~~under the Existing~~ Term Loan Facility was 7.66%, 6.80%, and ~~no amounts were outstanding on~~3.82%, respectively, and the ~~Existing Revolving Credit Facility in either period.~~effective interest rate was 7.90%, 7.03%, and 4.04%, respectively.

CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to meet the financial obligations associated with the Existing Senior Secured Credit Facilities is dependent on the earnings and cash flows of its operating subsidiaries, primarily Good Sam Enterprises, LLC and FR, and their ability to upstream dividends. The ~~Existing~~ Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The ~~Existing Senior Secured~~ Credit ~~Facilities contain~~Agreement contains certain restrictive covenants ~~including,~~pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the ~~prepayment~~payment of dividends subject to certain limitations and minimum operating covenants. Additionally, management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at June 30, 2023 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of June 30, 2023, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable debt covenants at June 30, 2023, December 31, 2022, and June 30, 2022.

Table of Contents

Real Estate Facilities

On October 27, 2022, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, entered into a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $250.0 million with an option that allows FRHP to request an additional $100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase. The M&T Real Estate Facility bears interest at FRHP’s option of either (as defined in the credit agreement for the M&T Real Estate Facility): (a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30% or (b) the highest of (i) the Federal Funds Rate plus 1.80%, (ii) the Prime Rate plus 1.30%, or (iii) SOFR plus 2.30%. The M&T Real Estate Facility has an unused commitment fee of 0.20% of the aggregate unused principal amount and it matures in October 2027. Additionally, the M&T Real Estate Facility is subject to a debt service coverage ratio covenant (as defined in the credit agreement for the M&T Real Estate Facility). All obligations under the M&T Real Estate Facility and the guarantees of those obligations, are secured, subject to certain exceptions, by the mortgaged real property assets. During the six months ended June 30, 2023, FRHP borrowed an additional $59.2 million under the M&T Real Estate Facility.

In November 2018, September 2021 and December 2021, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) with aggregate maximum principal capacities of $21.5 million, $9.0 million, and $10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively. Borrowings under the CIBC Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets. The CIBC Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities (“CIBC Real Estate Facility Properties”).

In June 2023, the Real Estate Borrower sold one of the CIBC Real Estate Facility Properties located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $7.4 million was repaid by the Real Estate Borrower. The First CIBC Real Estate Facility and Third CIBC Real Estate Facility mature in October 2023 and December 2026, respectively.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at June 30, 2023:


	As of June 30, 2023
	Principal			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾			Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	179,479	⁽⁴⁾	$	68,394	⁽³⁾		7.10%
First CIBC Real Estate Facility		3,795			—			7.83%
Third CIBC Real Estate Facility		9,300			—			7.58%
Less: Amount reclassified to liabilities related to assets held for sale		(4,125)			—
	$	188,449		$	68,394

(1)	Outstanding principal amounts are net of unamortized finance costs.

(2)	Amounts cannot be reborrowed.

(3)	Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility.

(4)	$4.1 million of this amount is classified as liabilities related to assets held for sale (see Note 5 ― Assets Held for Sale).

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at June 30, 2023 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary

Table of Contents

covenants. The Company was in compliance with all debt covenants at ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016.~~2022, and June 30, 2022.

~~5. Right to Use Liabilities~~Other Long-Term Debt

In December 2021, FRHP assumed a mortgage as part of a real estate purchase. This mortgage is secured by the acquired property, is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC and matures in December 2026. In June 2023, FRHP assumed a promissory note as part of a real estate purchase. This note is secured by the acquired property and matures in April 2041. As of June 30, 2023, the outstanding principal balance of these debt instruments was $8.4 million with a weighted average interest rate of 4.27%.

8. Lease Obligations

The following presents certain information related to the costs for leases where the Company ~~leases operating facilities throughout~~is the ~~United States. The Company analyzes all leases in accordance with Accounting Standards Codification (“ASC”) 840 — Leases. The Company has~~lessee (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating lease cost	$	29,376	$	28,081	$	58,581	$	56,577
Finance lease cost:
Amortization of finance lease assets		2,068		2,974		(745)		5,665
Interest on finance lease liabilities		1,540		1,152		2,939		2,139
Short-term lease cost		550		555		1,064		1,018
Variable lease cost		6,128		5,602		12,417		11,796
Sublease income		(675)		(306)		(1,332)		(699)
Net lease costs	$	38,987	$	38,058	$	72,924	$	76,496

As of June 30, 2023, December 31, 2022, and June 30, 2022, finance lease assets of $91.6 million, $88.1 million, and $94.1 million, respectively, were included ~~the right to use assets~~ in property and equipment, net ~~as follows~~in the accompanying condensed consolidated balance sheets.

The following presents supplemental cash flow information related to leases (in thousands):

September 30,

December 31,

2017

2016
Right to use assets

$
10,673

$
10,673
Accumulated depreciation

(861)

(667)

$
9,812

$
10,006


	Six Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	58,227	$	57,181
Operating cash flows for finance leases		2,934		2,072
Financing cash flows for finance leases		2,847		3,042
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		18,872		(8,967)
New, remeasured and terminated finance leases		7,700		24,224

Sale-Leaseback Arrangement Recorded as Financing Transaction

On February 8, 2022, FRHP sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company will lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The ~~following is~~Company recorded a ~~schedule by year~~liability for the amount received, will continue to depreciate the non-land portion of the ~~future changes~~assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the

Table of Contents

initial lease terms. The financial liability is included in other long-term liabilities in the ~~right to use liabilities as of September 30, 2017 (in thousands):~~condensed consolidated balance sheets.

2017

$
218
2018

583
2019

486
2020

486
2021

487
Thereafter (1)

13,813
Total minimum lease payments

16,073
Amounts representing interest

(5,842)
Present value of net minimum right to use liability payments

$
10,231

⁽¹⁾

~~Includes $5.0 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent.~~

9. Fair Value Measurements

Accounting guidance for fair value measurements establishes a ~~three tier~~three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For ~~cash and cash equivalents; accounts receivable; other current assets; accounts payable;~~floor plan notes payable ~~— floor plan, net; and other current liabilities~~under the Floor Plan Facility, the amounts reported in the accompanying ~~Unaudited Condensed Consolidated Balance Sheets~~condensed consolidated balance sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.


	Fair Value	June 30, 2023				December 31, 2022				June 30, 2022
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,351,543	$	1,383,674	$	1,360,454	$	1,394,290	$	1,361,853	$	1,397,829
Floor Plan Facility Revolving Line of Credit	Level 2		20,885		21,327		20,885		19,823		20,885		17,535
Real Estate Facilities⁽¹⁾	Level 2		192,574		200,797		145,911		145,664		22,076		19,812
Other Long-Term Debt	Level 2		8,403		6,947		3,280		2,944		3,341		3,055

(1)	The carrying value of Real Estate Facilities at June 30, 2023 includes the $4.1 million reported as liabilities related to assets held for sale in the condensed consolidated balance sheets.

10. Commitments and Contingencies

Litigation

Weissmann Complaint

On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. The arbitration hearing has not yet been scheduled.

Table of Contents

Tumbleweed Complaint

~~There~~On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus Lemonis on May 17, 2022. FR Holdco, CW, and Marcus Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged initial discovery, but the arbitration hearing has not yet been ~~no transfers of assets or liabilities between~~scheduled.

Precise Complaint

On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the ~~fair value measurement levels and there were no material re-measurements to fair value during 2017 and 2016 of assets and liabilities that are not measured at fair value on a recurring basis.~~

~~The following table presents the reported carrying value and fair value information~~Chapter 7 Trustee (the “Trustee”) for the ~~Company’s debt instruments.~~Estate of Precise Graphix, LLC (the “Precise Estate”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The ~~fair values shown below~~Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW. The Trustee alleges the following claims against defendants, including CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty; (iv) breach of contract; (v) breach of oral contract; (vi) fraud in the inducement; (vii) negligent misrepresentation; (viii) fraudulent concealment; (ix) conspiracy; (x) unlawful business practices in violation of California Business and Professions Code §17200; (xi) aiding and abetting; (xii) breach of fiduciary duty; and (xiii) declaratory judgment. The Trustee did not serve the Precise Complaint on CW. On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise Estate’s arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $7.1 million (the “Final Award”), of which CW would be entitled to $3.7 million. On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS. On June 29, 2023, CW advanced the Trustee’s portion of the fee required by JAMS to advance the appeal. On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the ~~Existing Term Loan Facility~~Eastern District of Pennsylvania (the “USBC”) seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate. On July 14, 2023, the Trustee and ~~Previous Term Loan Facility,~~respondents, including CW, filed a stipulation and agreed order (the “Stipulation”) as ~~applicable, are based~~follows: (1) upon approval and entry of the Stipulation, CW’s claim for $3,500 shall be allowed and reimbursed; (2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award; and (3) the Trustee will not dispute the amount of the Final Award. On July 17, 2023, the USBC entered the Stipulation as an order, which became final upon the expiration of the ten (10) day appeal period.

General

While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on ~~quoted prices in~~ the ~~inactive market for identical assets (Level 2).~~

Fair Value

9/30/2017

12/31/2016
($ in thousands)

Measurement

Carrying Value

Fair Value

Carrying Value

Fair Value
Term Loan Facility

Level 2

$
716,907

$
740,876

$
626,753

$
649,838

~~7. Commitments and Contingencies~~

Company’s financial statements. The Company ~~holds certain property~~does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and ~~equipment under rental agreements and operating leases that have varying expiration dates. A majority~~results of ~~its operating facilities are leased from unrelated parties throughout the United States.~~operations.

From time to time, the Company is involved in other litigation arising in the normal course of business operations. ~~The~~

Table of Contents

Financial Assurances

In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not ~~believe it~~perform. These instruments support a wide variety of the Company’s business activities. As of June 30, 2023, December 31, 2022, and June 30, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $11.4 million, $11.4 million, and $11.5 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $4.9 million, $4.9 million, and $4.9 million, respectively (see Note 3 — Inventories and Floor Plan Payables and Note 7 — Long-Term Debt). As of June 30, 2023, December 31, 2022, and June 30, 2022, outstanding surety bonds were $23.4 million, $22.0 million, and $20.5 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is ~~involved in any litigation that requires disclosure or will have a material adverse effect on its results~~reflected for the letters of ~~operations or financial position.~~credit and surety bonds themselves.

11. Statement of Cash Flows

Supplemental disclosures of cash flow information for the following periods (in thousands): were as follows:

Nine Months Ended

September 30,

September 30,

2017

2016
Cash paid (received) during the period for:

Interest

$
47,374

$
50,705
Income taxes

25,660

1,354
Non-cash investing activities:

Derecognized property and equipment for leases that qualified as operating leases after completion of construction

—

(19,958)
Property and equipment acquired through third-party capital lease arrangements

2,007
Leasehold improvements paid by lessor

857

—
Vehicles transferred to property and equipment from inventory

1,605

530
Portion of acquisition purchase price paid through issuance of Class A common stock

5,720

—
Non-cash financing activities:

Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction

—

(20,056)
Third-party capital lease arrangements to acquire property and equipment

2,007
Non-cash distribution of equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of the Company

(38,838)
Par value of Class A common stock issued in exchange for common units in CWGS, LLC

66

—
Par value of Class A common stock issued for vested restricted stock units

—

—
Par value of Class A common stock issued for acquisition

1

—



	Six Months Ended June 30,
	2023		2022
Cash paid during the period for:
Interest	$	82,200	$	41,271
Income taxes		2,323		28,572
Non-cash investing and financing activities:
Vehicles transferred to property and equipment from inventory		161		927
Capital expenditures in accounts payable and accrued liabilities		7,447		19,189
Purchase of real property through assumption of other long-term debt		5,185		—
Note receivable exchanged for amounts owed by other investment		2,153		—
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		20		1
Cost of treasury stock issued for vested restricted stock units		3,457		8,547

~~Table of Contents~~

9.12. Acquisitions

~~Dealerships and Consumer Shows~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, subsidiaries of the Company acquired the assets of multiple ~~dealership locations and consumer shows.~~RV dealerships, as well as an outdoor publication during the three months ended June 30, 2022, that constituted businesses under GAAP. The Company used ~~a combination of~~ cash ~~floor plan financing, proceeds from the May 2017 Public Offering (defined~~ and ~~described in Note 13 — Stockholders’ Equity), and additional borrowing on the Existing Term Loan~~borrowings under its Floor Plan Facility ~~in March 2017 (see Note 4 — Long-term Debt)~~ to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new RV dealership locations to expand its business and grow its customer base. Additionally, the Company considered the 2022 acquisition of the outdoor publication as a furtherance of its strategy to target a younger demographic of RV enthusiasts. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, the RV and ~~2016, concurrent with~~Outdoor Retail segment acquired the ~~acquisition~~assets of ~~dealership businesses,~~various RV dealerships comprised of eight locations for an aggregate purchase price of approximately $74.4 million. Separate from these acquisitions, during the six months ended June 30, 2023, the Company purchased real ~~properties for $12.2~~property of $42.2 million, ~~and $12.9~~of which $5.2 million ~~respectively, from parties related to~~was paid through the ~~sellers~~assumption of the ~~dealership businesses. For~~related promissory note (see Note 7 — Long-Term Debt — Other Long-Term Debt).

Table of Contents

During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, the RV and ~~2016,~~Outdoor Retail segment acquired the assets of various RV dealerships comprised of two locations for an aggregate purchase price of approximately $34.8 million. Also, during the six months ended June 30, 2022, the Good Sam Services and Plans segment acquired the assets of the outdoor publication for $3.4 million. Separate from these acquisitions, during the six months ended June 30, 2022, the Company ~~sold other~~purchased real ~~properties to a third party in sale-leaseback transactions~~property for ~~$6.0 million and $7.3 million, respectively.~~$28.0 million.

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions ~~of dealerships and consumer shows~~discussed above consist of the ~~following:~~

Nine Months Ended September 30,

Estimated
($ in thousands)

2017

2016

Life
Tangible assets (liabilities) acquired (assumed):

Accounts receivable

$
1,306

$
944

Inventory

98,869

29,713

Property and equipment

835

635

Other assets

72

142

Accrued liabilities

(3,019)

(2,231)

Other liabilities

(75)

Total tangible net assets acquired

98,063

29,128

Intangible assets acquired:

Membership and customer lists

793

2,774

4-7 years
Total intangible assets acquired

793

2,774

Goodwill

143,788

35,786

Purchase price

242,644

67,688

Inventory purchases financed via floor plan

(79,321)

(22,265)

Cash payment net of floor plan financing

$
163,323

$
45,423

following, net of insignificant measurement period adjustments relating to acquisitions from the respective previous year:

~~The~~


	Six Months Ended June 30,
($ in thousands)	2023		2022
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	—	$	(68)
Inventories, net		40,391		11,775
Prepaid expenses and other assets		144		13
Property and equipment, net		746		70
Operating lease assets		916		—
Accrued liabilities		—		67
Current portion of operating lease liabilities		(208)		—
Other current liabilities		(188)		49
Operating lease liabilities, net of current portion		(708)		—
Total tangible net assets acquired		41,093		11,906
Total intangible assets acquired		—		2,632
Goodwill		33,321		23,650
Cash paid for acquisitions, net of cash acquired		74,414		38,188
Inventory purchases financed via floor plan		(31,188)		(5,876)
Cash payment net of floor plan financing	$	43,226	$	32,312

For the six months ended June 30, 2023, the fair values above ~~are preliminary as they are subject to~~include measurement period adjustments for upvaluation of acquired inventories relating to ~~one~~dealership acquisitions during the year ended December 31, 2022. The measurement period relating to dealership acquisitions is typically open for twelve months from the acquisition date, ~~of acquisition as new information is obtained about facts and circumstances that existed as~~primarily for refining the estimate of the ~~acquisition date. All~~fair value of acquired vehicle inventories.

The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the six months ended June 30, 2023 and 2022, acquired goodwill ~~for the nine months ended September 30, 2017~~of $33.3 million and ~~2016 is~~$23.7 million, respectively, was expected to be deductible for tax purposes. For the six months ended June 30, 2022, the Good Sam Services and Plans segment acquisition of the outdoor publication resulted in the recognition of intangible assets for trademarks and trade names of $2.1 million and other intangible assets of $0.5 million with estimated useful lives of 15 years and 3 years, respectively.

Included in the ~~nine~~condensed consolidated financial statements for the six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016 consolidated financial results~~2022 were ~~$210.7~~revenue of $12.8 million and ~~$55.3~~$21.7 million, ~~of revenue,~~ respectively, and ~~$13.8~~pre-tax loss of $1.1 million and ~~$1.7 million of~~ pre-tax income of $1.4 million, respectively, offrom the acquired dealerships from the applicable acquisition dates.

~~Gander Mountain and Overton’s~~

~~On May 26, 2017, CWI, Inc. (“CWI”), an indirect subsidiary of~~ Pro forma information on these acquisitions has not been included, because the Company completed the acquisition of certain assets of the Gander Mountain Company (“Gander Mountain”) and its Overton’s, Inc. (“Overton’s”) boating business through a bankruptcy auction that took place in April 2017 for $35.4 million in cash and $1.1 million of contingent consideration. Priorhas deemed them to the acquisition, Gander Mountain operated 160 retail locations and an e-commerce business that serviced the hunting, camping, fishing, shooting sports, and outdoor markets. Overton’s operates two retail locations and an e-commerce business that services the marine and watersports markets. The Company believes these businesses are complementary to its existing

~~Table of Contents~~

~~businesses and will allow for cross marketing of the Company’s consumer services and plans to a wider customer base.~~not be individually or cumulatively material.

The assets acquired included the right to designate any real estate leases for assignment to CWI or other third parties (the “Designation Rights”), other agreements CWI could elect to assume, intellectual property rights, operating systems and platforms, certain distribution center equipment, Overton’s inventory, the Gander Mountain and Overton’s e-commerce businesses, and fixtures and equipment for Overton’s two retail locations and corporate operations. Furthermore, CWI had committed to exercise Designation Rights and take an assignment of no fewer than 15 Gander Mountain retail leases on or before October 6, 2017, in addition to the two Overton’s retail leases assumed at the closing of the acquisition. The Designation Rights expired on October 6, 2017, immediately after CWI assumed the minimum 15 additional Gander Mountain retail leases. CWI also assumed certain liabilities, such as cure costs for leases and other agreements it elected to assume, accrued time off for employees retained by CWI and retention bonuses payable to certain key Gander Mountain employees retained by CWI. The cure costs for the minimum 15 Gander Mountain leases assumed under the Designation Rights were $1.1 million and recorded as contingent consideration.

~~The estimated fair values of the assets acquired and liabilities assumed for the acquisition of Gander Mountain and Overton’s consist of the following:~~

Estimated

Estimated
($ in thousands)

Fair Value

Life
Tangible assets (liabilities) acquired (assumed):

Inventory

$
9,965

Prepaid expenses and other assets

42

Property and equipment

8,436

Accrued liabilities

(373)

Total tangible net assets acquired

18,070

Intangible assets acquired:

Trademarks and trade names

14,800

15 years
Membership and customer lists

500

6 years
Websites

1,900

10 years
Total intangible assets acquired

17,200

Goodwill

1,329

Purchase price

36,599

Contingent consideration unpaid at September 30, 2017

(1,021)

Cash paid for acquisition

$
35,578

The fair values above are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date. All of the acquired goodwill from this acquisition is expected to be deductible for tax purposes. Included in the nine months ended September 30, 2017 consolidated financial results were $22.3 million of revenue and $11.3 million of pre-tax loss of Gander Mountain and Overton’s from the acquisition date.

~~TheHouse.com~~

On August 17, 2017, Camping World, Inc. (“CW”), an indirect subsidiary of the Company, completed the acquisition of all of the outstanding capital stock and outstanding debt of Active Sports, Inc. (“TheHouse.com”), which specializes in bikes, sailboards, skateboards, wakeboards, snowboards, and outdoor gear. TheHouse.com is primarily an online retailer and operates two retail locations. The Company believes this business is complementary to its existing businesses and enhances the product offerings from its earlier acquisition of Gander Mountain. The purchase price consisted of $30.0 million in cash, $5.7 million in restricted shares of Class A common stock of the Company, and the purchase or extinguishment of $35.3 million of TheHouse.com’s debt, including accrued interest.

~~Table of Contents~~

~~The estimated fair values of the assets acquired and liabilities assumed for the acquisition of TheHouse.com consist of the following:~~

Estimated

Estimated
($ in thousands)

Fair Value

Life
Tangible assets (liabilities) acquired (assumed):

Cash and cash equivalents

$
501

Accounts receivable

159

Inventory

36,317

Prepaid expenses and other assets

1,120

Property and equipment

548

Accounts payable

(7,582)

Accrued liabilities

(827)

Deferred tax liabilities

(6,016)

Total tangible net assets acquired

24,220

Intangible assets acquired:

Trademarks and trade names

14,039

15 years
Websites

4,090

10 years
Total intangible assets acquired

18,129

Goodwill

28,683

Purchase price

71,032

Cash and cash equivalents acquired

(501)

Non-cash consideration - Class A shares issued

(5,720)

Cash paid for acquisition, net of cash acquired

$
64,811

The fair values above are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date. The amount of acquired goodwill that is expected to be deductible for tax purposes is $3.4 million. Included in the nine months ended September 30, 2017 consolidated financial results were $3.7 million of revenue and $0.2 million of pre-tax loss of TheHouse.com from the acquisition date.

~~W82~~

On September 22, 2017, W82, LLC, an indirect subsidiary of the Company, completed the acquisition of substantially all of the assets of EIGHTEEN0THREE LLC, dba W82 (“W82”), which specializes in snowboarding, skateboarding, longboarding, swimwear, footwear, apparel and accessories. The Company believes this business is complementary to its existing businesses and enhances the product offerings from its earlier acquisition of Gander Mountain. The purchase price consisted in $0.6 million in cash and the extinguishment of $1.5 million of W82’s debt, including accrued interest.

~~The estimated fair values of the assets acquired and liabilities assumed for the acquisition of W82 consist of the following:~~

Estimated
($ in thousands)

Fair Value
Tangible assets (liabilities) acquired (assumed):

Inventory

$
847
Prepaid expenses and other assets

7
Property and equipment

546
Accrued liabilities

(790)
Total tangible net assets acquired

610
Goodwill

1,497
Purchase price

$
2,107

~~Table of Contents~~

existed as of the acquisition date. All of the acquired goodwill from this acquisition is expected to be deductible for tax purposes. Included in the nine months ended September 30, 2017 consolidated financial results were $34,000 of revenue and $8,000 of pre-tax loss of W82 from the acquisition date.

~~10. Exit Activities~~

The Company closed certain retail locations in previous periods and, in March 2017, the Company subleased a portion of a lease that is adjacent to an existing retail location. The Company remains obligated under the terms of these leases for rent and other costs associated with these leases, and has no plan to occupy them in the future. In accordance with ASC 420, Accounting for Costs Associated with Exit or Disposal Activities, the Company recorded a charge to rent expense to recognize the costs of exiting the space. The liability was equal to the fair value of rent less the fair value of the amount of rent received by the Company from a tenant under a sublease over the remainder of the lease terms, which expire on various dates through 2032. The change in the estimated fair value of these amounts was recognized in income as part of income from operations. The current portion of the liability was $0.3 million and $0.3 million as of September 30, 2017 and December 31, 2016, respectively, and is included in other current liabilities. The liability outstanding was $2.7 million and $2.8 million as of September 30, 2017 and December 31, 2016, respectively.

~~11.~~13. Income Taxes

CWH is organized as a Subchapter C corporation and, ~~on October 6, 2016,~~ as ~~part~~ of ~~the Company’s IPO, became~~June 30, 2023, is a ~~22.6%~~52.6% owner of CWGS, LLC (see Note 1316 — ~~Stockholders’ Equity)~~Non-Controlling Interests). CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes ~~with the exception~~and as such, is generally not subject to any U.S. federal entity-level income taxes. However, certain CWGS, LLC

Table of Contents

subsidiaries, including Americas Road and Travel Club, Inc.~~, CW,~~ and FreedomRoads RV, Inc. ~~(“FRRV”)~~ and their wholly-owned subsidiaries, ~~which~~are subject to entity-level taxes as they are Subchapter C ~~corporations.~~corporations (“C-Corps”).

LLC Conversion

CW, including certain of its subsidiaries, were previously taxable as C-Corps and subject to entity-level taxes. CW had historically generated operating losses for tax purposes. Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company’s other businesses. The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for the conversion to LLCs were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, pursuant to the rules prescribed under ASC 740, Income Taxes, as the filings were perfunctory. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by the Company’s other LLC businesses. As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion has allowed the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

During the six months ended June 30, 2023, there was no significant income tax expense recorded relating to the LLC Conversion.

Effective Income Tax Rate

For the ~~three~~six months ended ~~September~~June 30, ~~2017 and 2016,~~2023, the ~~Company’s~~Company's effective income tax rate was ~~8.9%~~16.6%, which differed from the federal statutory rate of 21.0% primarily due to state taxes and ~~3.2%, respectively.~~ a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies, which are not subject to entity level taxes.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016,~~2022, the ~~Company’s~~Company's effective income tax rate was ~~10.5% and 2.4%~~14.9%, respectively. The amount of income tax expense and the effective income tax rate increased in 2017 primarily because CWH was also subject to U.S. federal, state and local taxes on its allocable share of taxable income or loss generated by CWGS, LLC subsequent to the Company’s IPO, and also partially to the increased profitability of FRRV. The Company's effective tax rate is significantly less thanwhich differed from the federal statutory rate of ~~35.0%~~21.0% primarily ~~because no federal income taxes are payable by the Company for the non-controlling interests' share of CWGS, LLC’s taxable income~~ due to ~~CWGS, LLC’s pass-through structure for federal and most state and local income tax reporting, with the exception of the Subchapter C corporations noted above.~~

~~The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or~~ a portion of the ~~deferred~~Company’s earnings being attributable to non-controlling interests in limited liability companies, which are not subject to entity level taxes, net of income tax ~~assets may not be realized. At September~~benefits of $0.7 million related to current state combined unitary losses. Additionally, for the six months ended June 30, ~~2017 and December 31, 2016,~~2022, the Company ~~determined that all of~~reduced its deferred tax ~~assets, except those~~asset by $9.4 million relating to CWH’s investment in CWGS, LLC for the change in ownership of ~~CW, are more likely than not to be realized. The Company maintains a full valuation allowance against~~CWGS, LLC from the ~~deferred tax assets~~treasury stock repurchase of ~~CW, since it was determined that it would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits~~2.6 million shares of ~~its deferred tax assets. During the three months ended September 30, 2017, TheHouse.com was acquired by CW~~Class A common stock (see Note 915 — ~~Acquisitions) and the related deferred tax liabilities acquired reduced the amount of the valuation allowance necessary for the deferred tax assets of CW~~Stockholders’ Equity). These treasury stock repurchases result in a commensurate reduction in common units in CWGS, LLC held by $6.0 million. The deferred taxes on TheHouse.com acquisition are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date.CWH.

The provision for income tax for the entities subject to federal income tax has been included in the consolidated financial statements. The income tax is based on the amount of taxes due on their tax returns plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using expected tax rates.

~~Table of Contents~~

Tax Receivable Agreement

The Company ~~recognizes~~is party to the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. As of September 30, 2017 and December 31, 2016, the Company had no uncertain tax positions. The Company did not recognize any interest or penalties relating to income taxes for the three and nine months ended September 30, 2017 and 2016.

~~On October 6, 2016, the Company entered into a tax receivable agreement (the “Tax~~Tax Receivable ~~Agreement”)~~Agreement that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any future redemptions ~~or exchanges~~ of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. ~~CWGS intends to make an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption or exchange (including a deemed exchange)~~

On January 1, 2023, giftees of common units ~~for cash or stock occur. These tax benefit payments are not conditioned upon one or more~~that had been gifted by CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by Marcus Lemonis, the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of itsCompany’s Chairman and Chief Executive Officer, redeemed 2.0 million common units in CWGS, LLC ~~(other than the Company as transferee pursuant to a redemption or exchange of common units in CWGS, LLC). The Company expects to benefit from the remaining 15%~~for 2.0 million shares of the ~~tax benefits, if any, which may be realized. As part of the IPO, 1,698,763 common units in CWGS, LLC were exchanged for~~Company’s Class A common stock ~~by Crestview Partners II GP, L.P., subject to~~(see Note 16 — Non-Controlling Interests). The increase in deferred tax assets, the provisions of the Tax Receivable Agreement. During the three and nine months ended September 30, 2017, 1,001,248 and 6,526,610 common units in CWGS, LLC, respectively, were exchanged for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the exchange, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of September 30, 2017 and December 31, 2016, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $109.9 million and $19.2 million, respectively, of which $7.4 million and $1.0 million, respectively, were included in currentnon-current portion of the Tax Receivable Agreement liability, ~~in the Consolidated Balance Sheets.~~

and additional paid-in capital resulting from these redemptions was $6.3 million, $5.4 million, and $0.9 million, respectively.

Payments pursuant to the Tax Receivable Agreement relating to these redemptions will begin during the year ending December 31, 2024.

~~12. Related Party Transactions~~

~~Monitoring~~During the six months ended June 30, 2022, the Tax Receivable Agreement

~~Crestview Advisors, L.L.C. and Stephen Adams (together, the “Managers” and each, a “Manager”)~~ liability and the ~~Company were parties to a monitoring agreement relating to each Manager’s monitoring of its (or its affiliate’s)~~related Deferred Tax Assets for the Tax Receivable Agreement liability and the investment in CWGS, ~~LLC. Pursuant to the monitoring agreement,~~LLC increased $0.4 million and $0.5 million, respectively, as a result of a Continuing Equity Owner’s redemption of 50,000 common units in CWGS, LLC ~~agreed to pay each~~for 50,000 shares of the ~~Managers an aggregate per annum monitoring fee equal~~Company’s Class A common stock and were recorded to ~~$1.0 million, payable in quarterly installments~~additional paid-in capital (see the condensed consolidated statements of $250,000. In addition, the Company agreed to reimburse each Manager and its affiliates, employees and agents for up to an aggregate per annum amount of $250,000 for all reasonable fees and expenses incurred in connection with such Manager’s monitoring of its (or its affiliate’s) investment in CWGS, LLC. CWGS, LLC also agreed to indemnify each Manager and its respective affiliates from and against all losses, claims, damages and liabilities arising out of the performance by such Managers’ monitoring of its (or its affiliate’s) investment in CWGS, LLC. For the three and nine months ended September 30, 2016,stockholders’ equity). Payments pursuant to the ~~monitoring agreement,~~Tax Receivable Agreement relating to this redemption began during the Company incurred monitoring fees of $0.5 million and $1.5 million, respectively, and reimbursed fees and expenses of $0.1 and $0.4 million, respectively. The monitoring agreement was terminated upon the consummation of the Company’s IPO.year ending December 31, 2023.

14. Related Party Transactions

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various ~~retail~~RV dealership locations from managers and officers. During the ~~three~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, the related party lease expense for these locations was ~~$0.5~~$3.0 million and ~~$0.3~~$1.3 million, ~~respectively. During~~respectively, which were included in selling, general, and administrative expenses in the ~~nine months ended September 30, 2017 and 2016, the related party lease expense for these locations was $1.4 million and $1.0 million, respectively.~~condensed consolidated statements of operations.

In January 2012, FreedomRoads entered into a lease ~~(the “Original Lease”) with respect to~~for the ~~Company’s~~offices in Lincolnshire, Illinois, ~~offices,~~ which was amended in March 2013, ~~in connection with the Company’s leasing of additional premises within the same office building~~November 2019, October 2020, and October 2021 (the ~~“Expansion~~“Lincolnshire Lease”). ~~The Original~~For the three months ended June 30, 2023 and 2022, rental payments for the Lincolnshire Lease, ~~is payable~~including common area maintenance charges, were each $0.2 million. For the six months ended June 30, 2023 and 2022, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $0.5 million and $0.4 million, respectively. These rental payments were included in ~~132 monthly payments~~selling, general, and administrative expenses in the condensed consolidated statements of ~~base rent equal to approximately $29,000, commencing April 2013, subject to annual increases.~~operations. The ~~Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus Lemonis, the~~ Company’s Chairman and Chief Executive Officer has personally guaranteed ~~both leases. During~~ the three months ended September 30, 2017 and 2016, we made payments of approximately $193,000 and $211,000, respectively, in connection with the Original Lease, which includes approximately $94,000 and $113,000, respectively, for common area maintenance charges on the Original Lease, and we made payments of approximately $8,000 and $8,000, respectively, in connection with the ExpansionLincolnshire Lease. During the nine months ended September 30, 2017 and 2016, we made payments of approximately $546,000 and $546,000, respectively, in connection with the Original Lease, which includes approximately $252,000 and $258,000, respectively, for common area maintenance charges on the Original Lease, and we made payments of approximately $25,000 and $25,000, respectively, in connection with the Expansion Lease.

Other Transactions

The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, ~~$0.3~~and a member of the Company’s Board of Directors, $0.1 million during the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2022 for legal services, which were included in selling, general, and ~~$0.1 million and $0.2 million during~~administrative expenses in the ~~three and nine~~condensed consolidated statements of operations.

15. Stockholders’ Equity

Stock Repurchase Program

During the six months ended ~~September~~June 30, ~~2016, respectively.~~

~~Other Transactions~~

The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s retail locations from Precise Graphix, LLC (“Precise Graphix”). Mr. Lemonis has a 33% economic interest in Precise Graphix2023 and ~~the Company paid Precise Graphix $0.5 million and $1.1 million for the~~ three months ended ~~September~~June 30, ~~2017 and 2016, respectively, and~~2022, the Company ~~paid Precise Graphix $1.7 million and $2.5 million for the nine months ended September 30, 2017 and 2016, respectively.~~

Cumulus Media Inc. (“Cumulus Media”) has provided radio advertising for the Company through Cumulus Media’s subsidiary, Westwood One, Inc. Crestview Partners II GP, L.P., an affiliate of CVRV, is the beneficial owner of approximately 30% of Cumulus Media’sdid not repurchase Class A common stock ~~according~~under the stock repurchase program. During the six months ended June 30, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $79.8 million, including commissions paid, at a weighted average price per share of $30.76, which was recorded as treasury stock on the condensed consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the six months ended June 30, 2023 and 2022, the Company reissued 84,168 and 200,891 shares of Class A common stock from treasury stock, respectively, to ~~Crestview~~

~~Table~~settle the exercises of ~~Contents~~stock options and vesting of restricted stock units.

~~Partners II GP, L.P.’s most recently filed Schedule 13D amendment with respect~~Repurchases under the stock repurchase program are subject to any applicable limitations on the availability of funds to be distributed to the ~~company. For~~Company by CWGS, LLC to fund repurchases and may be made in the ~~three~~open market, in privately negotiated transactions or otherwise, with the amount and ~~nine months ended September 30, 2017,~~timing of repurchases to be determined at the ~~Company incurred expense from Cumulus Media of $0.4 million for the aforementioned advertising services. The Company did not use the advertising services in 2016.~~

On September 22, 2017, W82, LLC, an indirect subsidiary of the Company, completed the acquisition of substantially all of the assets (the “W82 Acquisition”) of W82. The purchase price consisted in $0.6 million in cashCompany’s discretion, depending on market conditions and the extinguishment of $1.5 million of W82’s debt, including accrued interest. ML Fashion, LLC, a company in which Marcus Lemonis, our Chairman and Chief Executive Officer, has a 100% economic interest, was the holder of a secured convertible promissory note (the “Note”) issued by W82. Approximately $1.1 million of the proceeds from the W82 Acquisition were usedcorporate needs. Open market repurchases will be structured to ~~redeem the Note. The W82 Acquisition was approved by our audit committee~~occur in accordance with ~~our related person transaction policy~~applicable federal securities laws, including within the pricing and ~~procedures.~~

~~13. Stockholders’ Equity~~

~~Reorganization Transactions~~

~~In connection with~~volume requirements of Rule 10b-18 under the ~~IPO on October 6, 2016,~~Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of

Table of Contents

its shares under this authorization. This program does not obligate the Company ~~completed the following Reorganization Transactions:~~

The Company amended and restated its certificate of incorporation which, among other things, authorized preferred stock and three classes of common stock. The Class A common stock entitles the holders to receive dividends; distributions upon the liquidation, dissolution, or winding up of the Company; and have voting rights. The Class B common stock and Class C common stock entitles the holders to voting rights, which in certain cases are disproportionate to the voting rights of the Class A common stock; however, the holders of Class B common stock and Class C common stock are not entitled to receive dividends or distributions upon the liquidation, dissolution, or winding up of the Company;

CWGS, LLC amended and restated the limited liability company agreement of CWGS, LLC (the “LLC Agreement” and the “Recapitalization”), which among other things, (i) provided for a new single class of common membership interests in CWGS, LLC, the common units, and (ii) exchanged all of the then-existing membership interests in CWGS, LLC to common units. The holders of the common units may elect to exchange or redeem the common units for newly-issued shares of the Company’s Class A common stock or cash at the Company’s election, subject to certain restrictions. If the redeeming or exchanging party also holds Class B common stock, then simultaneously with the payment of cash or newly-issued shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units, a number of shares of the Company’s Class B common stock will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged; and

The Company acquired, by merger, an entity that was owned by former indirect members of CWGS, LLC (the “Former Equity Owners”), for which the Company issued 7,063,716 shares of Class A common stock as merger consideration (the “CWH BR Merger”). The only significant asset held by the merged entity prior to the CWH BR Merger was 7,063,716 common units of CWGS, LLC and a corresponding number of shares of CWH Class B common stock. Upon consummation of the CWH BR Merger, the Company canceled the 7,063,716 shares of Class B common stock and recognized the 7,063,716 of common units of CWGS, LLC at carrying value, as the CWH BR Merger was considered to be a transaction between entities under common control.

~~The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares~~to acquire any particular amount of Class A common stock and the ~~number~~program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. The Company expects to fund the repurchases using cash on hand. As of ~~common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).~~

~~Immediately following the completion of the Reorganization Transactions and IPO, CWH owned 22.6% of CWGS, LLC and~~June 30, 2023, the remaining ~~77.4% of CWGS, LLC was owned by the Continuing Equity Owners (see Note 14 — Non-Controlling Interests). As a result of the Reorganization Transactions, CWH became the~~

~~Table of Contents~~

sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC, CWH had the sole voting power in, and controlled the management of, CWGS, LLC. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements.

~~As the Reorganization Transactions are considered transactions between entities under common control, the financial statements~~approved amount for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. See the Company’s Annual Report for further details.

~~May 2017 Public Offering~~

On May 31, 2017, the Company completed a public offering (the “May 2017 Public Offering”) in which the Company sold 4,000,000 shares of the Company’s Class A common stock at a public offering price of $27.75 per share. The Company received $106.6 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 4,000,000 newly-issued common units from CWGS, LLC at a price per unit equal to the public offering price per sharerepurchases of Class A common stock inunder the ~~May 2017 Public Offering, less underwriting discounts~~share repurchase program was approximately $120.2 million and ~~commissions. In addition,~~the program expires on June 5, 2017, the underwriters exercised their option to purchase an additional 600,000 shares of Class A common stock. On June 9, 2017, the Company closed on the purchase of the additional 600,000 shares of Class A common stock and received $16.0 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 600,000 newly-issued common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the May 2017 Public Offering, less underwriting discounts and commissions.December 31, 2025.

In connection with the May 2017 Public Offering, CVRV Acquisition LLC and CVRV Acquisition II LLC (“May 2017 Selling Stockholders”), each affiliates of Crestview, sold 5,500,000 shares of the Company’s Class A common stock at the same public offering price of $27.75 per share. CVRV Acquisition LLC redeemed 4,323,083 common units of CWGS, LLC for 4,323,083 shares of Class A common stock, which it sold in the May 2017 Public Offering along with 1,176,917 shares of Class A shares that CVRV Acquisition II LLC already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 4,323,083 shares of the Company’s Class B common stock registered in the name of CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. In addition, on June 5, 2017, the underwriters exercised their option to purchase an additional 825,000 shares of Class A common stock from the May 2017 Selling Stockholders, in conjunction with their exercise of their option to purchase the additional 600,000 shares from the Company as described above. On June 9, 2017, the May 2017 Selling Stockholders closed on the sale of the additional 825,000 shares of Class A common stock. CVRV Acquisition LLC redeemed 648,462 common units of CWGS, LLC for 648,462 shares of Class A common stock, which it sold in the May 2017 Public Offering along with 176,538 shares of Class A shares that CVRV Acquisition II LLC already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 648,462 shares of the Company’s Class B common stock registered in the name of CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. The Company did not receive any proceeds relating to the sale of the May 2017 Selling Stockholders’ shares.

~~14.~~16. Non-Controlling Interests

~~In connection with the Reorganization Transactions, described in Note 13 — Stockholders’ Equity,~~ CWH ~~became~~is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions ~~or direct exchanges~~ of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At ~~September 30, 2017 and December 31, 2016,~~the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the condensed consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC ~~had positive~~net assets (see the condensed consolidated statement of stockholders’ equity).

The following table summarizes the CWGS, LLC common unit ownership by CWH and ~~negative net~~the Continuing Equity Owners:


	As of June 30, 2023				As of December 31, 2022				As of June 30, 2022
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		44,525,108		52.6%		42,440,940		50.2%		41,789,323		49.8%
Continuing Equity Owners		40,044,536		47.4%		42,044,536		49.8%		42,044,536		50.2%
Total		84,569,644		100.0%		84,485,476		100.0%		83,833,859		100.0%

~~Table~~During December 2022, CWGS Holding, LLC, a wholly-owned subsidiary of ~~Contents~~

~~assets, respectively,~~ML Acquisition Company, LLC, which ~~resulted in positive~~is indirectly owned by each of Stephen Adams, a former member of the Company’s Board of Directors, and ~~negative non-controlling interest amounts, respectively, on~~Marcus Lemonis, the ~~Unaudited Condensed Consolidated Balance Sheets.~~

~~As of September 30, 2017~~Company’s Chairman and ~~December 31, 2016, there were 88,536,365 and 83,771,830~~Chief Executive Officer gifted 2,000,000 common units of CWGS, LLC ~~outstanding, respectively,~~in total to a college and hospital (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 shares of ~~which CWH owned 30,227,061 and 18,935,916~~Class B common stock being transferred to the 2022 Common Unit Giftees. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC ~~respectively, representing 34.1% and 22.6% ownership interests~~for 2,000,000 shares of the Company’s Class A common stock, which also resulted in ~~CWGS, LLC, respectively, and~~ the ~~Continuing Equity Owners owned 58,309,304 and 64,835,914~~cancellation of 2,000,000 shares of the Company’s Class B common ~~units of CWGS, LLC, respectively, representing 65.9% and 77.4% ownership interests in CWGS, LLC, respectively.~~stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided.

The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity:

Three Months Ended

Nine Months Ended

September 30,

September 30,
($ in thousands)

2017

2016

2017

2016
Net income attributable to Camping World Holdings, Inc.

$
20,127

$
68,416

$
46,985

$
189,602
Transfers to non-controlling interests:

Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC

—

—

(53,648)

—
Decrease in additional paid-in capital as a result of the contribution of Class A common stock to CWGS, LLC for an acquisition by a subsidiary

(2,261)

—

(2,261)

—
Decrease in additional paid-in capital as a result of the vesting of restricted stock units

—

—

—

—
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

13,468

—

69,091

—
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests

$
31,334

$
68,416

$
60,167

$
189,602


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Net income attributable to Camping World Holdings, Inc.	$	28,703	$	84,311	$	31,872	$	129,041
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options		(70)		(18)		(87)		(129)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(1,965)		(3,562)		(3,069)		(7,629)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		87		48		215		291
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock		—		—		—		28,398
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		—		9,673		416
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	26,755	$	80,779	$	38,604	$	150,388

Table of Contents

~~15. Equity-based~~17. Equity-Based Compensation Plans

The following table summarizes the equity-based compensation that has been included in the following line items within the condensed consolidated statements of operations during:

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
($ in thousands)

2017

2016

2017

2016
Equity-based compensation expense:

Costs applicable to revenue

$
81

$
—

$
254

$
—
Selling, general, and administrative

1,123

60

2,538

60
Total equity-based compensation expense

$
1,204

$
60

$
2,792

$
60


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Equity-based compensation expense:
Costs applicable to revenue	$	222	$	222	$	354	$	363
Selling, general, and administrative		6,270		8,746		12,497		20,279
Total equity-based compensation expense	$	6,492	$	8,968	$	12,850	$	20,642

The following table summarizes stock option activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2023:


	~~Stock Options~~

	Stock Options
	(in thousands)
Outstanding at December 31, ~~2016~~2022		~~1,118~~
~~Granted~~		—238
Exercised		—(10)
Forfeited		~~(62)~~
~~Cancelled~~		—(11)
Outstanding and exercisable at ~~September~~June 30, ~~2017~~2023		~~1,056~~217

~~Table of Contents~~

The following table summarizes restricted stock unit activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2023:


			Restricted
	~~Restricted~~Stock Units
	~~Stock Units~~
	(in thousands)
Outstanding at December 31, ~~2016~~2022		~~144~~2,549
Granted		~~292~~303
Vested		—(99)
Forfeited		~~(6)~~
~~Cancelled~~		—(188)
Outstanding at ~~September~~June 30, ~~2017~~2023		~~430~~2,565

During the six months ended June 30, 2023, the Company granted 271,922 RSUs to employees with an aggregate grant date fair value of $4.9 million and weighted-average grant date fair value of $18.14 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years. In accordance with the Company’s non-employee director compensation policy, five members of the Company’s Board of Directors each received grants of 6,240 RSUs on the date of the Company’s annual stockholders’ meeting in May 2023 with a grant date fair value of $24.04 per RSU, which will be recognized, net of forfeitures, over a vesting period of one year.

~~16.~~

18. Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income ~~available~~attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income ~~available~~attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

~~As described in Note 13 — Stockholders’ Equity, on October 6, 2016, the LLC Agreement was amended and restated to, among other things, (i) provide for a new single class~~32

Table of common membership interests, the common units of CWGS, LLC, and (ii) exchange all of the then-existing membership interests of the Original Equity Owners for common units of CWGS, LLC. This Recapitalization changed the relative membership rights of the Original Equity Owners such that retroactive application of the Recapitalization to periods prior to the IPO for the purposes of calculating earnings per share would not be appropriate.Contents

Prior to the IPO, the CWGS, LLC membership structure included membership units, preferred units, and Profits Units. During the period of September 30, 2014 to October 6, 2016, there were 70,000 preferred units outstanding that received a total preferred return of $2.1 million per quarter in addition to their proportionate share of distributions made to all members of CWGS, LLC. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on October 6, 2016.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:

Three Months

Nine Months

Ended

Ended

September 30,

September 30,
(In thousands except per share amounts)

2017

2017
Numerator:

Net income

$
85,258

$
240,021
Less: net income attributable to non-controlling interests

(65,131)

(193,036)
Net income attributable to Camping World Holdings, Inc. — basic

20,127

46,985
Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock

39,917

118,110
Net income attributable to Camping World Holdings, Inc. — diluted

$
60,044

$
165,095
Denominator:

Weighted-average shares of Class A common stock outstanding — basic

29,522

23,854
Dilutive common units of CWGS, LLC that are convertible into Class A common stock

58,930

62,093
Weighted-average shares of Class A common stock outstanding — diluted

88,452

85,947

Earnings per share of Class A common stock — basic

$
0.68

$
1.97
Earnings per share of Class A common stock — diluted

$
0.68

$
1.92


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net income	$	64,723	$	197,985	$	69,626	$	305,284
Less: net income attributable to non-controlling interests		(36,020)		(113,674)		(37,754)		(176,243)
Net income attributable to Camping World Holdings, Inc. — basic	$	28,703	$	84,311		31,872		129,041
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		101		405		—		738
Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock		—		—		28,569		—
Net income attributable to Camping World Holdings, Inc. — diluted	$	28,804	$	84,716	$	60,441	$	129,779
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		44,490		41,737		44,473		42,640
Dilutive options to purchase Class A common stock		29		44		22		66
Dilutive restricted stock units		285		358		243		465
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		—		—		40,045		—
Weighted-average shares of Class A common stock outstanding — diluted		44,804		42,139		84,783		43,171

Earnings per share of Class A common stock — basic	$	0.65	$	2.02	$	0.72	$	3.03
Earnings per share of Class A common stock — diluted	$	0.64	$	2.01	$	0.71	$	3.01

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Restricted stock units		1,099		3,256		1,608		2,448
Common units of CWGS, LLC that are convertible into Class A common stock		40,045		42,045		—		42,045

~~Table of Contents~~

For the three and nine months ended September 30, 2017, 1.1 million stock options and 0.4 million and 0.2 million restricted stock units, respectively, were excluded from the weighted-average in the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive.

Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate ~~presentation of~~ basic and diluted earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

~~17.~~

19. Segments Information

We have two reportable segments: (1) Consumer Services and Plans, and (2) Retail. The Company’s Consumer Services and Plans segment is comprised of emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; membership clubs; and publications and directories. The Company’s Retail segment is comprised of new and used RVs; parts and service; finance and insurance; and skiing, snowboarding, bicycling, skateboarding, marine and watersports products. Corporate and other is comprised of the corporate operations of the Company.

The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer.

Reportable segment ~~revenue,~~revenue; segment ~~income,~~income; floor plan interest ~~expense,~~expense; depreciation and ~~amortization,~~amortization; other interest expense, net; and total assets ~~and capital expenditures~~ are as follows:

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
($ in thousands)

2017

2016

2017

2016
Revenue:

Consumer Services and Plans

$
46,169

$
45,442

$
144,518

$
135,868
Retail

1,192,833

945,629

3,260,966

2,720,806
Total consolidated revenue

$
1,239,002

$
991,071

$
3,405,484

$
2,856,674

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
($ in thousands)

2017

2016

2017

2016
Segment income (1):

Consumer Services and Plans

$
21,675

$
19,847

$
71,887

$
63,948
Retail

93,446

70,882

256,713

188,898
Total segment income

115,121

90,729

328,600

252,846
Corporate & other

(2,037)

(1,091)

(6,461)

(2,420)
Depreciation and amortization

(8,382)

(6,219)

(22,819)

(18,144)
Other interest expense, net

(11,012)

(12,715)

(30,973)

(38,040)
Other expense, net

(96)

—

(79)

(2)
Income from operations before income taxes

$
93,594

$
70,704

$
268,268

$
194,240


	Three Months Ended June 30, 2023								Three Months Ended June 30, 2022
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	51,132	$	—	$	(94)	$	51,038	$	49,672	$	—	$	(79)	$	49,593
New vehicles		—		802,503		(1,600)		800,903		—		1,079,223		(1,971)		1,077,252
Used vehicles		—		624,291		(1,329)		622,962		—		557,182		(1,224)		555,958
Products, service and other		—		247,958		(198)		247,760		—		278,329		(328)		278,001
Finance and insurance, net		—		168,021		(1,087)		166,934		—		201,190		(5,783)		195,407
Good Sam Club		—		11,124		—		11,124		—		12,421		—		12,421
Total consolidated revenue	$	51,132	$	1,853,897	$	(4,308)	$	1,900,721	$	49,672	$	2,128,345	$	(9,385)	$	2,168,632

	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	98,095	$	—	$	(690)	$	97,405	$	94,501	$	—	$	(349)	$	94,152
New vehicles		—		1,450,433		(2,778)		1,447,655		—		1,915,795		(3,584)		1,912,211
Used vehicles		—		1,069,978		(2,270)		1,067,708		—		961,000		(2,010)		958,990
Products, service and other		—		455,793		(372)		455,421		—		493,547		(573)		492,974
Finance and insurance, net		—		298,326		(1,620)		296,706		—		358,973		(10,188)		348,785
Good Sam Club		—		22,706		—		22,706		—		23,916		—		23,916
Total consolidated revenue	$	98,095	$	3,297,236	$	(7,730)	$	3,387,601	$	94,501	$	3,753,231	$	(16,704)	$	3,831,028

Table of Contents


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Segment income:⁽¹⁾
Good Sam Services and Plans	$	26,840	$	22,124	$	50,459	$	43,296
RV and Outdoor Retail		106,156		243,485		138,740		394,984
Total segment income		132,996		265,609		189,199		438,280
Corporate & other		(3,785)		(2,615)		(7,562)		(6,892)
Depreciation and amortization		(17,206)		(17,627)		(31,843)		(43,162)
Other interest expense, net		(33,518)		(14,935)		(64,631)		(29,236)
Other expense, net		(183)		(72)		(1,683)		(295)
Income before income taxes	$	78,304	$	230,360	$	83,480	$	358,695

⁽¹⁾

Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense.


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Depreciation and amortization:
Good Sam Services and Plans	$	774	$	709	$	1,726	$	1,499
RV and Outdoor Retail		16,432		16,918		30,117		41,663
Total depreciation and amortization	$	17,206	$	17,627	$	31,843	$	43,162


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Other interest expense, net:
Good Sam Services and Plans	$	(54)	$	2	$	(109)	$	2
RV and Outdoor Retail		6,985		3,175		12,782		5,926
Subtotal		6,931		3,177		12,673		5,928
Corporate & other		26,587		11,758		51,958		23,308
Total other interest expense, net	$	33,518	$	14,935	$	64,631	$	29,236


	June 30,		December 31,		June 30,
($ in thousands)	2023		2022		2022
Assets:
Good Sam Services and Plans	$	92,453	$	130,841	$	82,734
RV and Outdoor Retail		4,538,440		4,448,354		4,261,031
Subtotal		4,630,893		4,579,195		4,343,765
Corporate & other		172,200		220,952		266,536
Total assets	$	4,803,093	$	4,800,147	$	4,610,301

Table of Contents

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
($ in thousands)

2017

2016

2017

2016
Depreciation and amortization:

Consumer Services and Plans

$
888

$
926

$
2,889

2,777
Retail

7,266

5,293

19,587

15,367
Total

8,154

6,219

22,476

18,144
Corporate & other

228

—

343

—
Total depreciation and amortization

$
8,382

$
6,219

$
22,819

$
18,144

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
($ in thousands)

2017

2016

2017

2016
Other interest expense, net:

Consumer Services and Plans

$
1

$
4

$
5

$
12
Retail

1,423

1,482

4,375

4,250
Total

1,424

1,486

4,380

4,262
Corporate & other

9,588

11,229

26,593

33,778
Total interest expense

$
11,012

$
12,715

$
30,973

$
38,040

September 30,

December 31,
($ in thousands)

2017

2016
Assets:

Consumer Services and Plans

$
122,273

$
152,689
Retail

1,900,638

1,235,250
Total

2,022,911

1,387,939
Corporate & other

355,568

175,826
Total assets

$
2,378,479

$
1,563,765

~~18. Subsequent Events~~

On October 6, 2017, CWGS Group, LLC (the “Borrower”), an indirect subsidiary of the Company, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement dated as of November 8, 2016 (as amended by the First Amendment dated March 17, 2017 and as further amended, the "Credit Agreement"). The Second Amendment, among other things, (i) increased the Borrower’s term loan facility by $205.0 million to an outstanding principal amount of $939.5 million, (ii) amended the applicable margin to 2.00% from 2.75% per annum, in the case of base rate loans, and to 3.00% from 3.75% per annum, in the case of LIBOR loans, and (iii) increased the quarterly amortization payment to $2.4 million.

On October 30, 2017, the October 2017 Selling Stockholders (as defined below) completed a public secondary offering (the “October 2017 Public Offering”), in which CWGS Holding, LLC, a Delaware limited liability company, wholly-owned by ML Acquisition and CVRV Acquisition LLC, CVRV Acquisition II LLC, and Crestview Advisors, L.L.C., each affiliates of Crestview (collectively, the “October 2017 Selling Stockholders”) sold 6,700,000 shares of the Company’s Class A common stock at the public offering price of $40.50 per share. CWGS Holding, LLC and CVRV Acquisition LLC redeemed an aggregate of 5,415,529 common units of CWGS, LLC for 5,415,529 shares of Class A common stock, which they sold in the October 2017 Public Offering along with 1,284,471 shares of Class A shares sold by CVRV Acquisition II LLC and Crestview Advisors, L.L.C. that they already held as a result of the Reorganization Transactions and the previous vesting of RSUs held by certain members of the board of directors affiliated with Crestview, respectively. Pursuant to the terms of the LLC Agreement, an aggregate of 5,415,529 shares of the Company’s Class B common stock registered in the name of CWGS Holding, LLC and CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. In addition, on October 27, 2017, the underwriters partially exercised their option to purchase up to an additional 1,005,000 shares of Class A common stock from the October 2017 Selling Stockholders. On November 1, 2017, the October 2017 Selling Stockholders closed on the sale of the additional 963,799 shares of Class A common stock. CWGS Holding, LLC and CVRV Acquisition LLC redeemed an additional aggregate 779,026 common units of CWGS, LLC for 779,026 shares of Class A common stock, which they sold in the October 2017 Public

~~Table of Contents~~

Offering along with 184,773 shares of Class A shares sold by CVRV Acquisition II LLC and Crestview Advisors, L.L.C. that they already held as a result of the Reorganization Transactions and the previous vesting of RSUs held by certain members of the board of directors affiliated with Crestview, respectively. Pursuant to the terms of the LLC Agreement, an additional aggregate of 779,026 shares of the Company’s Class B common stock registered in the name of CWGS Holding, LLC and CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. The Company did not receive any proceeds relating to the sale of shares in the October 2017 Public Offering by the October 2017 Selling Stockholders. The impact from the Tax Receivable Agreement (see Note 11 — Income Taxes) of the redemption of common units described above relating to the October 2017 Public Offering is expected to increase the current portion of the Tax Receivable Agreement liability by approximately $5.7 million, increase the non-current portion of the Tax Receivable Agreement liability by approximately $106.0 million, increase deferred tax assets by approximately $143.0 million, and increase additional paid-in capital by approximately $31.3 million.

~~Table of Contents~~

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included in Part I, Item 1 of this Form 10-Q, as well as our Annual ~~Report.~~Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of our Annual Report, ~~and~~ Part II, Item 1A of this Form 10-Q, the “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q and in other parts of this Form 10-Q. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.

For purposes of this Form 10-Q, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is ~~September~~June 30, ~~2017,~~2023, our most recently completed fiscal quarter. Additionally, references herein to the approximately 9 million U.S. households that own a recreational vehicle ("RV") are based on The RV Consumer in 2011, an industry report published by the University of Michigan in 2011 (the "RV Survey"), which we believe to be the most recent such survey.

Overview

We believe we are the only provider of a comprehensive portfolio of services, protection plans, products, and resources for RV enthusiasts. Approximately 9 million households in the United States own an RV, and of that installed base, we had approximately 3.6 million Active Customers at September 30, 2017, excluding the impact of the acquisition of Gander Mountain and Overton’s in May 2017 (“Gander Mountain Acquisition”). In addition, as of the date of consummation of the Gander Mountain Acquisition, Gander Mountain and Overton’s had 2.5 million unique Active Customers related to the Gander Mountain Acquisition that do not overlap with the 3.6 million Active Customers noted above. We expect to operate significantly fewer retail locations than Gander Mountain operated prior to its bankruptcy. Therefore, we would anticipate that the favorable impact on our Active Customer count from the Gander Mountain Acquisition over time would be approximately 0.7 million to 1.5 million. We generate recurring revenue by providing RV owners and outdoor enthusiasts the full spectrum of services, protection plans, products, and resources that we believe are essential to operate, maintain, and protect their RV and to enjoy the RV and outdoor lifestyles. We provide these offerings through our two iconic brands, Good Sam and Camping World Holdings, Inc. (together with its subsidiaries) is America’s largest retailer of recreational RVs and ~~following the Gander Mountain Acquisition, Gander Mountain, which will be rebranded as Gander Outdoors, and Overton’s.~~

We believe our Good Sam branded offerings provide the industry’s broadest and deepest range of services, protection plans, products, and resources, including: extended vehicle service contracts and insurance protection plans, roadside assistance, membership clubs, and financing products. A majority of these programs are on a multi‑year or annually renewable basis.

Our Camping World brand operates the largest national network of RV‑centric retail locations in the United States through our 137 retail locations in 36 states, as of September 30, 2017, and through our e‑commerce platforms. We believe we are significantly larger in scale than our next largest competitor. We provide new and used RVs, repair parts, RV accessories and supplies, RV repair and maintenance services, protection plans, travel assistance plans, RV financing, and lifestyle products and services for new and existing RV owners. Our retail locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. Our Camping World retail locations are strategically located in key national RV markets. Additionally, our Overton’s brand operates two stores in one state and provides marine and watersport accessories and supplies; TheHouse.com, which is primarily an online retailer with two retail locations, offers skiing, snowboarding, bicycling, and skateboarding products; and our one W82 location offers skiing, snowboarding, and skateboarding products.

~~Table of Contents~~

We attract new customers primarily through our retail locations, e‑commerce platforms, and direct marketing. Once we acquire our customers through a transaction, they become part of our customer database where we leverage customized customer relationship management (“CRM”) tools and analytics to actively engage, market, and sell multiplerelated products and services. Our ~~goal~~vision is to ~~consistently grow~~build a long-term legacy business that makes RVing fun and easy, and our ~~customer database through~~Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our ~~various channels to increasingly cross‑sell our~~customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and ~~services.~~

~~Segments~~

services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified two reporting segments: (a) Consumer Services and Plans and (b) Retail. We provide our consumer services and plans offerings throughalso believe that our Good Sam ~~brand~~organization and ~~we provide~~family of programs and services uniquely enables us to connect with our ~~retail offerings primarily through our Camping World brand. Within the Consumer Services and Plans segment, we primarily derive revenue from the sale~~customers as stewards of the ~~following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle~~RV lifestyle. On June 30, 2023, we operated a total of 203 locations which sell and/or service contracts; co‑branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, we primarily derive revenue from the sale of the following products: new vehicles; used vehicles; parts and service, including RV accessories and supplies; finance and insurance; and skiing, snowboarding, bicycling, skateboarding, marine and watersports products.RVs. See Note ~~17 — Segment Information~~1 – Summary of Significant Accounting Policies to our ~~unaudited~~ condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

~~Growth Strategies~~A summary of the changes in quantities and ~~Outlook~~types of retail stores and changes in same stores from June 30, 2022 to June 30, 2023, are in the table below:


	RV		RV Service &		Other			Same
	Dealerships		Retail Centers		Retail Stores		Total	Store⁽²⁾
Number of store locations as of June 30, 2022		181		8		1	190	168
Opened		16		2		—	18	—
Re-opened		—		—		—	—	—
Converted		1		(1)		—	—	(1)
Temporarily closed		—		—		—	—	—
Closed ⁽¹⁾		(2)		(2)		(1)	(5)	(4)
Achieved designation of same store ⁽²⁾		—		—		—	—	15
Number of store locations as of June 30, 2023		196		7		—	203	178

(1)	One closed RV dealership had not reached the criteria to be designated as a same store before its closure.

(2)	Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

Table of Contents

Industry Trends

According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2022 were 493,268 units, 17.8% less than in 2021, the all-time record year for shipments, but was still the third best year on record. Wholesale shipments of new RVs for the first six months of 2023 were 49.2% less than the first six months of 2022, primarily due to reduced shipments of towable vehicles.

Thor Industries, our largest supplier of RVs, disclosed in its Form 10-Q for the three months ended April 30, 2023 as filed with the Securities and Exchange Commission on June 6, 2023 that its North American RV order backlog as of April 30, 2023 had declined 82% compared to April 30, 2022. Thor Industries also disclosed that it believes that as of April 30, 2023, the North American RV independent dealer inventory levels were generally higher than comfortable stocking levels for most of its towable products and generally aligned with desired levels for its motorized products.

The per unit cost of new vehicles has been significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates. These higher costs had been partially mitigated by the higher average selling prices on new vehicles, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2022, which has continued into the first half of 2023, as a result of these higher costs. We experienced a 7.9% decrease in the average sale price of new vehicles during the second quarter of 2023 compared to the same period of 2022, driven by more price sensitive customers in a higher interest rate environment. We expect average selling prices may continue to decrease over time as industry-wide supply continues to normalize, which may continue to reduce new vehicle gross profit per unit. We will continue to evaluate supplier pricing and the mix of our vehicle offerings, such as lower-priced towables, among other criteria, as part of our vehicle procurement process.

Financial Institutions

The Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.

Inflation

During the six months ended June 30, 2023, we experienced the impact of inflation on our operations, particularly with the increased cost of new vehicles. The price risk relating to new vehicles includes the cost from the manufacturer, as well as freight and logistics costs. Each of these costs have been impacted, to differing degrees, by factors such as high demand for product, supply chain disruptions, labor shortages, and increased fuel costs, some of which were caused, in part, by the COVID-19 pandemic. We expect these cost pressures to continue during 2023.

We ~~believe~~have increased labor rates as a response to the ~~savings RVs offer on~~generally higher cost of living experienced in much of the United States in recent quarters. While we regularly review our compensation arrangements to ensure that our pay practices are competitive, beginning in the fourth quarter of 2022, we made meaningful adjustments to labor rates which were mostly offset by other cost reductions which included reduced headcount in the fourth quarter of 2022 and the elimination or reduction of underperforming assets, locations, and business lines.

Table of Contents

Inflationary factors, such as increases to our product and overhead costs, may adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a ~~variety~~result of ~~vacation~~price increases to address inflationary costs. We finance substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements. Inflationary increases in the costs of new and/or used vehicles financed through the revolving floor plan arrangement result in an increase in the ~~pool~~outstanding principal balance of the revolving floor plan arrangement. Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Further, the cost of remodeling acquired RV dealership locations and constructing new RV dealership locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new RV dealership locations. Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

Restructuring

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”). The Company does not expect to close additional locations or incur further one-time termination benefits or incremental reserve charges in connection with the 2019 Strategic Shift. The remaining potential ~~RV customers~~ongoing charges under the 2019 Strategic Shift relate to lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to ~~an aging baby boomer demographic,~~the COVID-19 pandemic, and ~~the increased RV ownership among younger consumers should continue~~these delays are expected to ~~grow the installed base of RV owners, and will have a positive impact on RV usage.~~

~~We plan to take advantage~~continue. The timing of these ~~positive trends~~negotiations will vary as both subleases and terminations are contingent on landlord approvals. We expect that most of the remaining leases under the 2019 Strategic Shift will be subleased or terminated by December 31, 2023.

On March 1, 2023, our management determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”). The activities under the Active Sports Restructuring are expected to be substantially completed by December 31, 2023. The total restructuring costs associated with the Active Sports Restructuring are estimated to be in ~~RV usage~~the range of $3.8 million to ~~pursue the following strategies to continue to grow our revenue~~$4.1 million.

See Note 4 — Restructuring and ~~profits:~~

Grow our Active Base of Customers. We believe our strong brands, leading market position, ongoing investment in our service platform, broad product portfolio, and full suite of resources will continue to provide us with competitive advantages in targeting and capturing a larger share of consumers with whom we do not currently transact, in addition to the growing number of new RV and outdoor enthusiasts that are expected to enter the market. We expect to continue to grow the Active Customer base primarily through three strategies:

~~Targeted Marketing:~~ We continuously work to attract new customers to our existing retail and online locations through targeted marketing, attractive introductory offerings, and access to our wide array of resources for RV and outdoor enthusiasts.

~~Greenfield Retail Locations:~~ ~~We establish retail locations in new and existing markets to expand our customer base. Target markets and locations are identified by employing proprietary data and analytical tools.~~

~~Retail Location Acquisitions:~~ The RV dealership industry is highly fragmented with a large number of independent RV dealers. We use acquisitions of independent dealers as a fast and capital efficient alternative to new retail location openings to expand our business and grow our customer base.

~~Cross‑Sell Products and Services.~~ We believe our customer database of over 18 million unique contacts, including the impact of the Gander Mountain Acquisition, provides us with the opportunity to continue our growth through the cross‑selling of our products and services. We use our customized CRM system and database analytics to proactively market and cross‑sell to Active Customers. We also seek to increase the penetration of our products to customers who exhibit higher multi‑product attachment rates.

~~Table of Contents~~

~~New Products and Vertical Acquisitions.~~ Introduction of new products enhances our cross‑selling effort, both by catering to evolving customer demands and by bringing in new customers. Through relationships with existing suppliers and through acquisitions, we look to increase the new products we can offer to our customers. Similarly, an opportunistic vertical acquisition strategy allows us to earn an increased margin on our services, protection plans, and products, and we evaluate such acquisitions that can allow us to capture additional sales from our customers at attractive risk‑adjusted returns.

~~As discussed in Note 9 — Acquisitions~~Long-Lived Asset Impairment to our ~~unaudited~~condensed consolidated financial statements included in Part I, Item 1 of this Form ~~10-Q, we have exercised the Designation Rights and assumed 15 Gander Mountain retail leases on October 6, 2017,~~10-Q.

Comparison of Certain Trends to Pre-COVID-19 Pandemic Periods

Beginning in addition to the two Overton’s retail leases assumed at the closing of the Gander Mountain Acquisition. The Designation Rights expired on October 6, 2017. Contingent on our final lease negotiations, our current plan is to open the initial 15 to 20 Gander Mountain stores, which will be rebranded as Gander Outdoors, by the end of the first quarter of ~~2018~~2021 and ~~another 40~~continuing through the first quarter of 2023, the Company experienced sequential decreases in new vehicle gross margin, primarily due to ~~45 stores~~the higher cost of new vehicles resulting from the lower industry supply of travel trailers and motorhomes for much of 2021. However, second quarter 2023 new vehicle gross margins were slightly higher than a similar range that the Company experienced in the second quarter pre-COVID-19 pandemic periods of 2016 to 2019, which we believe are more typical demand environments than during the COVID-19 pandemic.

Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in the second quarter of 2023 compared to the pre-COVID-19 pandemic periods of 2016 to 2019. The Company is continuing to execute on its used vehicle strategy, which differentiates it from the competition with proprietary tools, such as the RV Valuator, focus on the development and ~~third quarters~~retention of ~~2018, with measured growth thereafter. Outside~~its service technician team, and investment in its service bay infrastructure.

Table of Contents

The following table presents vehicle gross margin and unit sale mix for the three months ended June 30, 2023 and pre-COVID-19 pandemic periods of the ~~15 Gander Mountain retail leases assumed under~~three months ended June 30, 2019, 2018, 2017, and 2016 (unaudited):


	Three Months Ended June 30,
	2023	2019⁽¹⁾	2018⁽¹⁾	2017⁽¹⁾	2016⁽¹⁾
Gross margin:
New vehicles	15.4%	12.5%	13.6%	15.1%	14.9%
Used vehicles	22.9%	21.6%	22.9%	25.9%	20.4%

Unit sales mix:
New vehicles	51.5%	67.9%	72.7%	70.7%	61.6%
Used vehicles	48.5%	32.1%	27.3%	29.3%	38.4%

(1)

These periods were prior to the COVID-19 pandemic.

Our Corporate Structure Impact on Income Taxes

Our corporate structure is commonly referred to as an “Up-C” structure and typically results in a different relationship between income (loss) before income taxes and income tax expense than would be experienced by most public companies with a more traditional corporate structure. More traditional structures are typically comprised predominately of Subchapter C corporations (“C-Corps”) and/or lacking significant non-controlling interests with holdings through limited liability companies or partnerships. Typically, most of our income tax expense is recorded at the ~~Designation Rights, we expect~~CWH level, our public holding company, based on its allocation of taxable income from CWGS, LLC.

More specifically, CWH is organized as a C-Corp and, as of June 30, 2023, is a 52.6% owner of CWGS, LLC. CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such is generally not subject to ~~enter into new leases directly~~any U.S. federal entity-level income taxes (“Pass-Through”), with the ~~lessors for~~exception of Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are C-Corps embedded within the other locations. As a result, we will begin to incur meaningful incremental expenses without the benefit of the full revenue as we begin to ramp the Gander Outdoors business and open stores. We believe Gander Mountain’s and Overton’s consumers’ affinity to the outdoor lifestyle complements our businesses with potential opportunities to build on our Good Sam strategy of selling clubs, warranties, insurance and other related products.

CWGS, LLC structure. As discussed below, ~~under “— Liquidity~~prior to 2023, Camping World, Inc. (“CW”) and ~~Capital Resources,” we believe that our sources of liquidity and capital will be sufficient to take advantage of these positive trends in RV usage and finance our growth strategy, including~~its wholly-owned subsidiaries were also C-Corps embedded within the ~~Gander Mountain Acquisition. However,~~CWGS, LLC structure.

By January 2, 2023, the operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn typically depends on cash flow generated by our business and, if necessary, the availability of equity or debt capital. In addition, as we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel, and operating systems, may be inadequate to support our growth. Any inability to generate sufficient cash flows from operations or raise additional equity or debt capital or retain the personnel or make the other changes in our systems that may be required to support our growth could have a material adverse effect on our business, financial condition and results of operations. See “Risk Factors“LLC Conversion” (see Note 13 — ~~Risks Related~~Income Taxes to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” and “Risk Factors — Risks Related to our Business — Our expansion into new, unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on our business,condensed consolidated financial ~~condition and results of operations”~~statements included in Part I, Item 1A1 of ~~our Annual Report.~~

~~How We Generate Revenue~~

~~Revenue across each~~this Form 10-Q) was completed. The Company expects that, beginning with the year ending December 31, 2023, the LLC Conversion will allow certain losses that previously would have been confined within the C-Corp portion of ~~our two reporting segments is impacted~~CWGS, LLC to instead offset a portion of income generated by the ~~following key revenue drivers:~~

~~Number~~Pass-Through portion of ~~Active Customers.~~ AsCWGS, LLC, which would reduce the amount of ~~September 30, 2017~~income tax expense recorded by CWH. The LLC Conversion is also expected to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ending December 31, ~~2016, we had approximately 3.6 million and 3.3 million Active Customers, respectively, excluding the impact~~2023.

CWH receives an allocation of its share of the ~~Gander Mountain Acquisition. As discussed above, we estimate~~net income (loss) of CWGS, LLC based on CWH’s weighted-average ownership of CWGS, LLC for the period. CWH recognizes income tax expense on its pre-tax income including its portion of this income allocation from CWGS, LLC primarily relating to Pass-Through entities. The income tax relating to the net income (loss) of CWGS, LLC allocated to CWH that relates to separately taxed C-Corp entities is recorded within the ~~favorable impact on our Active Customer count from~~consolidated results of CWGS, LLC. No income tax expense is recognized by the ~~Gander Mountain Acquisition over time will be approximately 0.7 million~~Company for the portion of net income of CWGS, LLC allocated to ~~1.5 million. Our Active Customer base~~non-controlling interest other than income tax expense recorded by CWGS, LLC. Rather, tax distributions are paid to the non-controlling interest holders which are recorded as distributions to holders of LLC common units in the condensed consolidated statements of cash flows. CWH is ~~an integral part of our business model~~subject to U.S. federal, state and has a significant effect on our revenue. We attract new customers to our business primarily through our retail locations, e-commerce platforms, and direct marketing. Once we acquire our customers through a transaction, they become part of our customer database where we use CRM tools to cross‑sell Active Customers additional products and services.

~~Consumer Services and Plans.~~ The majority of our consumer services and plans, such as our roadside assistance, extended service contracts, insurance programs, travel assist, and our Good Sam and Coast to Coast clubs, are built on a recurring revenue model. A majority of these programs are on a

~~Table of Contents~~

multi‑year or annually renewable basis and have annualized fees typically ranging from $20 to $5,200. We believe that many of these products and services are essential for our customers to operate, maintain and protect their RVs, and to enjoy the RV lifestyle, resulting in attractive annual retention rates. As we continue to grow our consumer services and plans business, we expect to further enhance our visibilitylocal income taxes with respect to ~~revenue~~its allocable share of any taxable income of CWGS, LLC and ~~cash flow, and increase our overall profitability. As of September 30, 2017 and December 31, 2016, we had 1.8 million club members in our Good Sam and Coast to Coast clubs.~~

~~Retail Locations.~~ ~~We open new retail locations through organic growth and acquisitions. Our new retail locations are one of~~is taxed at the primary ways in which we attract new customers to our business. Our retail locations typically offer our full array of products and services, including new and used RVs, RV financing, protection plans, a selection of OEM and aftermarket repair parts, RV accessories, RV maintenance products, supplies, and other outdoor lifestyle products.prevailing corporate tax rates. For the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016, we opened one~~2022, the Company used effective income tax rate assumptions of 25.3% and ~~zero acquired retail locations,~~25.4%, respectively, ~~opened zero greenfield locations~~for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc. ─ basic and diluted (see “Non-GAAP Financial Measures” in ~~both periods,~~Part I, Item 2 of this Form 10-Q). CWGS, LLC may be liable for various other state and ~~opened zero acquired Overton’s locations in both periods. For~~local taxes.

Table of Contents

The following table presents the ~~nine months ended September~~allocation of CWGS, LLC’s C-Corp and Pass-Through net income to CWH, the allocation of CWGS, LLC’s net income to non-controlling interests, income tax expense recognized by CWH, and other items:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
C-Corp portion of CWGS, LLC net income (loss) allocated to CWH	$	1,599	$	679	$	1,609	$	(13,151)
Pass-Through portion of CWGS, LLC net income allocated to CWH		38,421		112,164		40,335		190,808
CWGS, LLC net income allocated to CWH		40,020		112,843		41,944		177,657
CWGS, LLC net income allocated to noncontrolling interests		36,020		113,674		37,754		176,243
CWGS, LLC net income		76,040		226,517		79,698		353,900
Income tax expense recorded by CWH		(11,656)		(28,661)		(10,712)		(48,771)
Other incremental CWH net income		339		129		640		155
Net income	$	64,723	$	197,985	$	69,626	$	305,284

The following table presents further information on income tax expense:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Income tax expense recorded by CWH	$	(11,656)	$	(28,661)	$	(10,712)	$	(48,771)
Income tax expense recorded by CWGS, LLC		(1,925)		(3,714)		(3,142)		(4,640)
Income tax expense	$	(13,581)	$	(32,375)	$	(13,854)	$	(53,411)

Table of Contents

Results of Operations

Three Months Ended June 30, ~~2017 and 2016, we opened fifteen and four acquired retail locations, opened one and one greenfield locations, and opened two and zero acquired Overton’s locations, respectively. In addition, during~~2023 Compared to Three Months Ended June 30, 2022

The following table sets forth information comparing the components of net income for the three months ended ~~September~~June 30, ~~2017,~~2023 and 2022:


	Three Months Ended
	June 30, 2023			June 30, 2022
			Percent of			Percent of	Favorable/ (Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Good Sam Services and Plans	$	51,038	2.7%	$	49,593	2.3%	$	1,445	2.9%
RV and Outdoor Retail:
New vehicles		800,903	42.1%		1,077,252	49.7%		(276,349)	(25.7%)
Used vehicles		622,962	32.8%		555,958	25.6%		67,004	12.1%
Products, service and other		247,760	13.0%		278,001	12.8%		(30,241)	(10.9%)
Finance and insurance, net		166,934	8.8%		195,407	9.0%		(28,473)	(14.6%)
Good Sam Club		11,124	0.6%		12,421	0.6%		(1,297)	(10.4%)
Subtotal		1,849,683	97.3%		2,119,039	97.7%		(269,356)	(12.7%)
Total revenue		1,900,721	100.0%		2,168,632	100.0%		(267,911)	(12.4%)

Gross profit (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		33,367	1.8%		30,635	1.4%		2,732	8.9%
RV and Outdoor Retail:
New vehicles		123,527	6.5%		225,081	10.4%		(101,554)	(45.1%)
Used vehicles		142,543	7.5%		141,789	6.5%		754	0.5%
Products, service and other		94,717	5.0%		113,779	5.2%		(19,062)	(16.8%)
Finance and insurance, net		166,934	8.8%		195,407	9.0%		(28,473)	(14.6%)
Good Sam Club		10,014	0.5%		10,102	0.5%		(88)	(0.9%)
Subtotal		537,735	28.3%		686,158	31.6%		(148,423)	(21.6%)
Total gross profit		571,102	30.0%		716,793	33.1%		(145,691)	(20.3%)

Operating expenses:
Selling, general and administrative expenses		420,887	22.1%		441,123	20.3%		20,236	4.6%
Depreciation and amortization		17,206	0.9%		17,627	0.8%		421	2.4%
Long-lived asset impairment		477	0.0%		2,618	0.1%		2,141	81.8%
Lease termination		—	—		944	0.0%		944	n/m
(Gain) loss on sale or disposal of assets		(145)	(0.0%)		381	0.0%		526	n/m
Total operating expenses		438,425	23.1%		462,693	21.3%		24,268	5.2%
Income from operations		132,677	7.0%		254,100	11.7%		(121,423)	(47.8%)
Other expense:
Floor plan interest expense		(20,672)	(1.1%)		(8,733)	(0.4%)		(11,939)	(136.7%)
Other interest expense, net		(33,518)	(1.8%)		(14,935)	(0.7%)		(18,583)	(124.4%)
Other expense, net		(183)	(0.0%)		(72)	(0.0%)		(111)	(154.2%)
Total other expense		(54,373)	(2.9%)		(23,740)	(1.1%)		(30,633)	(129.0%)
Income before income taxes		78,304	4.1%		230,360	10.6%		(152,056)	(66.0%)
Income tax expense		(13,581)	(0.7%)		(32,375)	(1.5%)		18,794	58.1%
Net income		64,723	3.4%		197,985	9.1%		(133,262)	(67.3%)
Less: net income attributable to non-controlling interests		(36,020)	(1.9%)		(113,674)	(5.2%)		77,654	68.3%
Net income attributable to Camping World Holdings, Inc.	$	28,703	1.5%	$	84,311	3.9%	$	(55,608)	(66.0%)

n/m – not meaningful

Table of Contents

Supplemental Data


	Three Months Ended June 30,				Increase			Percent
	2023		2022		(decrease)			Change
Unit sales
New vehicles		18,897		23,404		(4,507)			(19.3%)
Used vehicles		17,774		15,555		2,219			14.3%
Total		36,671		38,959		(2,288)			(5.9%)

Average selling price
New vehicles	$	42,383	$	46,029	$	(3,646)			(7.9%)
Used vehicles	$	35,049	$	35,741	$	(692)			(1.9%)

Same store unit sales⁽¹⁾
New vehicles		17,426		22,827		(5,401)			(23.7%)
Used vehicles		16,630		15,288		1,342			8.8%
Total		34,056		38,115		(4,059)			(10.6%)

Same store revenue⁽¹⁾ ($ in 000s)
New vehicles	$	739,091	$	1,053,943	$	(314,852)			(29.9%)
Used vehicles		580,065		548,082		31,983			5.8%
Products, service and other		188,653		211,157		(22,504)			(10.7%)
Finance and insurance, net		154,389		191,786		(37,397)			(19.5%)
Total	$	1,662,198	$	2,004,968	$	(342,770)			(17.1%)

Average gross profit per unit
New vehicles	$	6,537	$	9,617	$	(3,080)			(32.0%)
Used vehicles		8,020		9,115		(1,096)			(12.0%)
Finance and insurance, net per vehicle unit		4,552		5,016		(463)			(9.2%)
Total vehicle front-end yield⁽²⁾		11,808		14,433		(2,625)			(18.2%)

Gross margin
Good Sam Services and Plans		65.4%		61.8%		361	bps
New vehicles		15.4%		20.9%		(547)	bps
Used vehicles		22.9%		25.5%		(262)	bps
Products, service and other		38.2%		40.9%		(270)	bps
Finance and insurance, net		100.0%		100.0%		unch.	bps
Good Sam Club		90.0%		81.3%		869	bps
Subtotal RV and Outdoor Retail		29.1%		32.4%		(331)	bps
Total gross margin		30.0%		33.1%		(301)	bps

RV and Outdoor Retail inventories ($ in 000s)
New vehicles	$	1,206,493	$	1,329,604	$	(123,111)			(9.3%)
Used vehicles		651,396		358,060		293,336			81.9%
Products, parts, accessories and misc.		218,570		307,789		(89,219)			(29.0%)
Total RV and Outdoor Retail inventories	$	2,076,459	$	1,995,453	$	81,006			4.1%

Vehicle inventory per location ($ in 000s)
New vehicle inventory per dealer location	$	6,156	$	7,346	$	(1,190)			(16.2%)
Used vehicle inventory per dealer location	$	3,323	$	1,978	$	1,345			68.0%

Vehicle inventory turnover⁽³⁾
New vehicle inventory turnover		1.8		2.4		(0.6)			(23.4%)
Used vehicle inventory turnover		3.0		3.7		(0.7)			(18.8%)

Retail locations
RV dealerships		196		181		15			8.3%
RV service & retail centers		7		8		(1)			(12.5%)
Subtotal		203		189		14			7.4%
Other retail stores		—		1		(1)			(100.0%)
Total		203		190		13			6.8%

Other data
Active Customers⁽⁴⁾		5,218,340		5,460,819		(242,479)			(4.4%)
Good Sam Club members		2,036,119		2,077,410		(41,291)			(2.0%)
Service bays ⁽⁵⁾		2,720		2,613		107			4.1%
Finance and insurance gross profit as a % of total vehicle revenue		11.7%		12.0%		(24)	bps		n/a
Same store locations		178		n/a		n/a			n/a

(1)	Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

(2)	Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.

(3)	Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

Table of Contents

(4)	An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

(5)	A service bay is a fully-constructed bay dedicated to service, installation, and collision offerings.

Revenue and Gross Profit

Good Sam Services and Plans

Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the extended vehicle warranty, roadside assistance and Good Sam Insurance Agency programs, partially offset by reductions from the Good Sam TravelAssist programs.

Good Sam Services and Plans gross profit increased primarily due to increased contracts in force from the extended vehicle warranty and roadside assistance programs partially offset by reductions from the Good Sam TravelAssist programs. Gross margin increased in the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to the improved results from the extended vehicle warranty and roadside assistance programs, and expense management.

RV and Outdoor Retail

New Vehicles

New vehicles revenue decreased primarily due to a 19.3% decrease in vehicles sold and a 7.9% decrease in the average selling price per vehicle sold. On a same store basis, new vehicles revenue decreased 29.9% to $739.1 million and new vehicles sold decreased 23.7%.

New vehicles gross profit decreased primarily due to the 19.3% decrease in vehicles sold, partially offset by a 1.6% decrease in the average cost per new vehicle sold. The decrease in new vehicles gross margin was primarily due to the decreased average selling price per new vehicle sold.

Used Vehicles

Used vehicles revenue increased primarily due to a 14.3% increase in used vehicles sold, driven by an increase in demand for used vehicles, as they are a lower-cost alternative to new vehicles, partially offset by a 1.9% decrease in the average selling price per used vehicle sold. On a same store basis, used vehicles revenue increased 5.8% to $580.1 million and vehicles sold increased 8.8%.

Used vehicles gross profit increased slightly primarily due to a 14.3% increase in vehicles sold, partially offset by a 1.9% decrease in the average price per used vehicle sold, and a 1.5% increase in the average cost per used vehicle sold. Used vehicle gross margin decreased 262 basis points primarily due to a 1.9% decrease in the average selling price per used vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to lower demand and lower stocking levels of lifestyle and activities, and design and home products, as well as a ~~result~~reduction in demand for our RV furniture distribution business as RV manufacturers slowed RV production. Revenues were also impacted negatively by our Active Sports Restructuring. On a same store basis, products, service and other revenue decreased 10.7% to $188.7 million for the three months ended June 30, 2023 from the three months ended June 30, 2022.

Products, service and other gross profit decreased primarily due to the demand trends noted above and discounting of Active Sports merchandise in conjunction with the Active Sports Restructuring. The decrease in products, service and other gross margin was primarily due to discounting to reduce inventory levels,

Table of Contents

discounting of Active Sports merchandise in conjunction with the Active Sports Restructuring, and compression from higher costs.

Finance and Insurance, net

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue decreased primarily due to the 5.9% decrease in total vehicles sold. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 11.7% for the three months ended June 30, 2023, a decrease from 12.0% for the three months ended June 30, 2022. On a same store basis, finance and insurance, net revenue decreased 19.5%, or $37.4 million, to $154.4 million versus the three months ended June 30, 2022.

Good Sam Club

Good Sam Club revenue decreased 10.4% primarily due to reduced active Good Sam Club memberships and reduced marketing fee revenue from the Good Sam Club branded credit card.

Good Sam Club gross margin increased primarily due to reduced marketing and wage-related expenses.

Operating Expenses and Other

Selling, general and administrative expenses

Selling, general and administrative expenses decreased primarily due to a reduction in advertising and variable commissions, partially offset by an increase in service department wage-related expenses and professional fees.

The $2.5 million decrease in equity-based compensation expenses (See Note 17 — Equity-Based Compensation to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q) resulted primarily from fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 compared to any of the ~~acquisitions~~years from 2017 to 2021.

Depreciation and amortization

Depreciation and amortization decreased slightly primarily due to reduced capital expenditures.

Long-Lived Asset Impairment

Long-lived asset impairment was $0.5 million for the three months ended June 30, 2023 and $2.6 million for the three months ended June 30, 2022. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of ~~TheHouse.com~~this Form 10-Q.

Floor plan interest expense

The significant increase in floor plan interest expense was primarily due to a 429 basis point increase in the average floor plan borrowing rate.

Other interest expense, net

Other interest expense, net increased primarily due to a 415 basis point increase in the Term Loan Facility average interest rate and ~~W82, we acquired two TheHouse.com and one W82 retail locations~~a higher average principal balance from additional borrowings on the Company’s Real Estate Facilities (see Note ~~9 — Acquisitions~~7 – Long-Term Debt to our ~~unaudited~~condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q).

~~Same store sales.~~ ~~Same store sales measure~~ The average interest rates for the ~~performance of a retail location during the current reporting period against the performance of the same retail location in the corresponding period of the previous year. Same store sales calculations~~Term Loan Facility for ~~a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.~~

Same store sales growth is driven by increases in the number of transactions and the average transaction price. In addition to attracting new customers and cross‑selling our consumer services and plans, we also drive our sales through new product introductions, including our private label offerings. Although growth in same store sales drives our overall revenue, we have and will continue to experience volatility in same store sales from period to period, mainly due to changes in our product sales mix. Our product mix in any period is principally impacted by the number and mix of new or used RVs that we sell due to the high price points of these products compared to our other retail products and the range of price points among the types of RVs sold.

~~As of September 30, 2017 and 2016, we had, respectively, a base of 115 and 107 same stores, of which 17 of those same stores did not include dealerships. For~~ the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022 were 7.50% and 3.35%, respectively.

Table of Contents

Income tax expense

Income tax expense decreased due to lower income generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share.

Segment results

The following table sets forth a reconciliation of total segment income to consolidated income before income taxes for each of our ~~aggregate~~segments for the periods presented:


	Three Months Ended
	June 30, 2023			June 30, 2022			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Good Sam Services and Plans	$	51,132	2.7%	$	49,672	2.3%	$	1,460	2.9%
RV and Outdoor Retail		1,853,897	97.5%		2,128,345	98.1%		(274,448)	(12.9%)
Elimination of intersegment revenue		(4,308)	(0.2%)		(9,385)	(0.4%)		5,077	54.1%
Total consolidated revenue		1,900,721	100.0%		2,168,632	100.0%		(267,911)	(12.4%)
Segment income(^1):
Good Sam Services and Plans		26,840	1.4%		22,124	1.0%		4,716	21.3%
RV and Outdoor Retail		106,156	5.6%		243,485	11.2%		(137,329)	(56.4%)
Total segment income		132,996	7.0%		265,609	12.2%		(132,613)	(49.9%)
Corporate & other		(3,785)	(0.2%)		(2,615)	(0.1%)		(1,170)	(44.7%)
Depreciation and amortization		(17,206)	(0.9%)		(17,627)	(0.8%)		421	2.4%
Other interest expense, net		(33,518)	(1.8%)		(14,935)	(0.7%)		(18,583)	(124.4%)
Other expense, net		(183)	(0.0%)		(72)	(0.0%)		(111)	(154.2%)
Income before income taxes	$	78,304	4.1%	$	230,360	10.6%	$	(152,056)	(66.0%)

Same store revenue- RV and Outdoor Retail⁽²⁾	$	1,662,198		$	2,004,968		$	(342,770)	(17.1%)

(1)	Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

(2)	Same store revenue definition not applicable to the Good Sam Services and Plans segment.

Good Sam Services and Plans

Good Sam Services and Plans segment income increased primarily due to increased contracts in force from the extended vehicle warranty and roadside assistance programs, in addition to expense management within direct-to-consumer businesses and selling, general and administrative expenses, partially offset by reductions from the Good Sam TravelAssist programs. Segment income margin increased 795 basis points to 52.5% primarily due to improved margins from the extended vehicle warranty and roadside assistance

Table of Contents

programs and expense management for the three months ended June 30, 2023 versus the comparable period in 2022.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue decreased primarily due to a $276.7 million, or 25.6%, decrease in new vehicles revenue, a $33.2 million, or 16.5%, decrease in finance and insurance, net revenue, a $30.4 million, or 10.9%, decrease in products, service and other revenue, and a $1.3 million, or 10.4%, decrease in Good Sam Club revenue partially offset by a $67.1 million, or 12.0%, increase in used vehicles revenue.

RV and Outdoor Retail segment income decreased primarily due to decreased segment gross profit of $147.4 million primarily relating to reduced new vehicles sold, which also tends to result in a correlating decrease in finance and insurance, net revenue, and decreased average selling price per new vehicle; and an $11.9 million increase in floor plan interest expense; partially offset by an $18.4 million decrease in selling, general and administrative expenses (see discussion of selling, general and administrative expenses above for the similar drivers of this change); a $2.1 million decrease in long-lived asset impairment; a $0.9 million decrease in lease termination expense; and a $0.5 million increase in gain on sale or disposal of assets. RV and Outdoor Retail segment margin decreased to 5.7% in the three months ended June 30, 2023 from 11.4% in the three months ended June 30, 2022 primarily due lower average new and used vehicles price per vehicle, and reduced penetration of the finance and insurance products for the current quarter.

Corporate and other expenses

The increase in corporate and other expenses was primarily due to increases in professional fees related to cybersecurity, legal costs and other compliance activities.

Table of Contents

Results of Operations

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

The following table sets forth information comparing the components of net income for the six months ended June 30, 2023 and 2022:


	Six Months Ended
	June 30, 2023			June 30, 2022
			Percent of			Percent of	Favorable/ (Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Good Sam Services and Plans	$	97,405	2.9%	$	94,152	2.5%	$	3,253	3.5%
RV and Outdoor Retail:
New vehicles		1,447,655	42.7%		1,912,211	49.9%		(464,556)	(24.3%)
Used vehicles		1,067,708	31.5%		958,990	25.0%		108,718	11.3%
Products, service and other		455,421	13.4%		492,974	12.9%		(37,553)	(7.6%)
Finance and insurance, net		296,706	8.8%		348,785	9.1%		(52,079)	(14.9%)
Good Sam Club		22,706	0.7%		23,916	0.6%		(1,210)	(5.1%)
Subtotal		3,290,196	97.1%		3,736,876	97.5%		(446,680)	(12.0%)
Total revenue		3,387,601	100.0%		3,831,028	100.0%		(443,427)	(11.6%)

Gross profit (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		63,582	1.9%		58,491	1.5%		5,091	8.7%
RV and Outdoor Retail:
New vehicles		212,737	6.3%		415,670	10.9%		(202,933)	(48.8%)
Used vehicles		245,342	7.2%		241,996	6.3%		3,346	1.4%
Products, service and other		173,360	5.1%		192,592	5.0%		(19,232)	(10.0%)
Finance and insurance, net		296,706	8.8%		348,785	9.1%		(52,079)	(14.9%)
Good Sam Club		20,395	0.6%		19,461	0.5%		934	4.8%
Subtotal		948,540	28.0%		1,218,504	31.8%		(269,964)	(22.2%)
Total gross profit		1,012,122	29.9%		1,276,995	33.3%		(264,873)	(20.7%)

Operating expenses:
Selling, general and administrative expenses		786,613	23.2%		826,438	21.6%		39,825	4.8%
Depreciation and amortization		31,843	0.9%		43,162	1.1%		11,319	26.2%
Long-lived asset impairment		7,522	0.2%		2,618	0.1%		(4,904)	(187.3%)
Lease termination		—	—		1,122	0.0%		1,122	n/m
(Gain) loss on sale or disposal of assets		(5,132)	(0.2%)		430	0.0%		5,562	n/m
Total operating expenses		820,846	24.2%		873,770	22.8%		52,924	6.1%
Income from operations		191,276	5.6%		403,225	10.5%		(211,949)	(52.6%)
Other expense:
Floor plan interest expense		(41,482)	(1.2%)		(14,999)	(0.4%)		(26,483)	(176.6%)
Other interest expense, net		(64,631)	(1.9%)		(29,236)	(0.8%)		(35,395)	(121.1%)
Other expense, net		(1,683)	(0.0%)		(295)	(0.0%)		(1,388)	(470.5%)
Total other expense		(107,796)	(3.2%)		(44,530)	(1.2%)		(63,266)	(142.1%)
Income before income taxes		83,480	2.5%		358,695	9.4%		(275,215)	(76.7%)
Income tax expense		(13,854)	(0.4%)		(53,411)	(1.4%)		39,557	74.1%
Net income		69,626	2.1%		305,284	8.0%		(235,658)	(77.2%)
Less: net income attributable to non-controlling interests		(37,754)	(1.1%)		(176,243)	(4.6%)		138,489	78.6%
Net income attributable to Camping World Holdings, Inc.	$	31,872	0.9%	$	129,041	3.4%	$	(97,169)	(75.3%)

n/m – not meaningful

Table of Contents

Supplemental Data


	Six Months Ended June 30,				Increase			Percent
	2023		2022		(decrease)			Change
Unit sales
New vehicles		32,809		42,424		(9,615)			(22.7%)
Used vehicles		30,206		26,531		3,675			13.9%
Total		63,015		68,955		(5,940)			(8.6%)

Average selling price
New vehicles	$	44,124	$	45,074	$	(950)			(2.1%)
Used vehicles	$	35,348	$	36,146	$	(798)			(2.2%)

Same store unit sales⁽¹⁾
New vehicles		30,506		41,665		(11,159)			(26.8%)
Used vehicles		28,319		26,208		2,111			8.1%
Total		58,825		67,873		(9,048)			(13.3%)

Same store revenue⁽¹⁾ ($ in 000s)
New vehicles	$	1,347,131	$	1,881,619	$	(534,488)			(28.4%)
Used vehicles		998,053		948,984		49,069			5.2%
Products, service and other		339,122		369,814		(30,692)			(8.3%)
Finance and insurance, net		276,259		344,027		(67,768)			(19.7%)
Total	$	2,960,565	$	3,544,444	$	(583,879)			(16.5%)

Average gross profit per unit
New vehicles	$	6,484	$	9,798	$	(3,314)			(33.8%)
Used vehicles		8,122		9,121		(999)			(11.0%)
Finance and insurance, net per vehicle unit		4,709		5,058		(350)			(6.9%)
Total vehicle front-end yield⁽²⁾		11,978		14,596		(2,618)			(17.9%)

Gross margin
Good Sam Services and Plans		65.3%		62.1%		315	bps
New vehicles		14.7%		21.7%		(704)	bps
Used vehicles		23.0%		25.2%		(226)	bps
Products, service and other		38.1%		39.1%		(100)	bps
Finance and insurance, net		100.0%		100.0%		unch.	bps
Good Sam Club		89.8%		81.4%		845	bps
Subtotal RV and Outdoor Retail		28.8%		32.6%		(378)	bps
Total gross margin		29.9%		33.3%		(346)	bps

RV and Outdoor Retail inventories ($ in 000s)
New vehicles	$	1,206,493	$	1,329,604	$	(123,111)			(9.3%)
Used vehicles		651,396		358,060		293,336			81.9%
Products, parts, accessories and misc.		218,570		307,789		(89,219)			(29.0%)
Total RV and Outdoor Retail inventories	$	2,076,459	$	1,995,453	$	81,006			4.1%

Vehicle inventory per location ($ in 000s)
New vehicle inventory per dealer location	$	6,156	$	7,346	$	(1,190)			(16.2%)
Used vehicle inventory per dealer location	$	3,323	$	1,978	$	1,345			68.0%

Vehicle inventory turnover⁽³⁾
New vehicle inventory turnover		1.8		2.4		(0.6)			(23.4%)
Used vehicle inventory turnover		3.0		3.7		(0.7)			(18.8%)

Retail locations
RV dealerships		196		181		15			8.3%
RV service & retail centers		7		8		(1)			(12.5%)
Subtotal		203		189		14			7.4%
Other retail stores		—		1		(1)			(100.0%)
Total		203		190		13			6.8%

Other data
Active Customers⁽⁴⁾		5,218,340		5,460,819		(242,479)			(4.4%)
Good Sam Club members		2,036,119		2,077,410		(41,291)			(2.0%)
Service bays⁽⁵⁾		2,720		2,613		107			4.1%
Finance and insurance gross profit as a % of total vehicle revenue		11.8%		12.1%		(35)	bps		n/a
Same store locations		178		n/a		n/a			n/a

Table of Contents

(1)	Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

(2)	Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.

(3)	Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

(4)	An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

(5)	A service bay is a fully-constructed bay dedicated to service, installation, and collision offerings.

Revenue and Gross Profit

Good Sam Services and Plans

Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the extended vehicle warranty, roadside assistance and Good Sam Insurance Agency programs, partially offset by a reduction from the Good Sam TravelAssist programs.

Good Sam Services and Plans gross profit and gross margin increased primarily due to increased contracts in force from the extended vehicle warranty, roadside assistance and Good Sam Insurance Agency programs, and expense management within direct-to-consumer businesses, partially offset by a reduction from the Good Sam TravelAssist programs.

RV and Outdoor Retail

New Vehicles

New vehicles revenue decreased primarily due to a 22.7% decrease in vehicles sold, and, to a lesser extent, a 2.1% decrease in the average selling price per vehicle sold. On a same store ~~sales~~basis, new vehicles revenue decreased 28.4% to $1.3 billion and new vehicles sold decreased 26.8%.

New vehicles gross profit decreased primarily due to a 22.7% decrease in new vehicles sold and a 6.7% increase in the average cost of new vehicles sold. New vehicle gross margin decreased 704 basis points primarily due to compression from a higher cost per unit sold, and a 2.1% decrease in the average selling price of new vehicles.

Used Vehicles

Used vehicles revenue increased primarily due to a 13.9% increase in vehicles sold, driven by an increase in demand for used vehicles, as they are a lower-cost alternative to new vehicles, partially offset by a 2.2% decrease in average selling price per vehicle sold. On a same store basis, used vehicles revenue increased 5.2% to $1.0 billion and vehicles sold increased 8.1%.

Used vehicles gross profit increased slightly primarily due to a 13.9% increase in used vehicles sold, partially offset by a 2.2% decrease in average price per vehicle sold and a 0.7% increase in the cost per used vehicle sold. Used vehicle gross margin decreased 226 basis points primarily due to a 2.2% decrease in the average selling price per vehicle sold and compression from a higher cost per used vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to lower demand and lower stocking levels of lifestyle and activities, and design and home products, as well as a reduction in demand for our RV furniture distribution business as RV manufacturers slowed RV production. Revenues were ~~$982.2~~also impacted negatively by our Active Sports Restructuring. On a same store basis, products, service and other revenue

Table of Contents

decreased 8.3% to $339.1 million ~~and $897.9 million, respectively. For~~for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 from the six months ended June 30, 2022.

Products, service and ~~2016, our aggregate same store sales were $2.8 billion~~other gross profit and ~~$2.6 billion, respectively. As~~gross margin decreased primarily due to the demand trends noted above, discounting to reduce inventory levels, discounting of ~~September 30, 2017~~Active Sports merchandise in conjunction with the Active Sports Restructuring, and ~~2016, we had, respectively, a total of 137~~compression from higher costs.

Finance and ~~120 Camping World retail locations,~~Insurance, net

Finance and ~~two~~insurance revenue and ~~zero Overton’s locations.~~

~~Other Key Performance Indicators~~

~~Gross Profit and Gross Margins.~~ ~~Gross~~gross profit is ~~our~~recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue decreased primarily due to the 8.6% decrease in total ~~revenue less our total costs applicable to revenue. Our total costs applicable to revenue primarily consists of the cost of goods~~vehicles sold. Finance and ~~cost of sales. Gross margin is gross profit~~insurance, net revenue as a percentage of ~~revenue.~~new and used vehicle revenue was 11.8% for the six months ended June 30, 2023, a decrease from 12.1% for the six months ended June 30, 2022. On a same store basis, finance and insurance, net revenue decreased 19.7%, or $67.8 million, to $276.3 million versus the six months ended June 30, 2022.

~~Our~~Good Sam Club

Good Sam Club revenue decreased 5.1% primarily due to reduced marketing fee revenue from the Good Sam Club branded credit card and reduced active Good Sam Club memberships.

Good Sam Club gross profit and gross margin increased primarily due to reduced marketing and wage-related expenses.

Operating Expenses and Other

Selling, general and administrative expenses

Selling, general and administrative expenses decreased primarily due to reduced variable commissions and a reduction in marketing and sponsorship spend.

A $7.8 million decrease in equity-based compensation expenses (See Note 17 — Equity-Based Compensation to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q) resulted primarily from (i) $3.2 million less expense related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 compared to any of the years from 2017 to 2021.

Depreciation and amortization

Depreciation and amortization decreased primarily from $8.8 million of incremental accelerated amortization during the six months ended June 30, 2022 from the adjustment of the useful lives of certain trademark and trade name intangible assets associated with brands not traditionally associated with RVs that we were phasing out, and reduced capital expenditures. These trademark and trade name intangible assets were fully amortized as of June 30, 2022.

Long-Lived Asset Impairment

Long-lived asset impairment was $7.5 million for the six months ended June 30, 2023 and $2.6 million for the six months ended June 30, 2022. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Table of Contents

Floor plan interest expense

The significant increase in floor plan interest expense was primarily due to a 430 basis point increase in the average floor plan borrowing rate.

Other interest expense, net

Other interest expense, net increased primarily due to a 408 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from additional borrowings on the Company’s Real Estate Facilities (see Note 7 – Long-Term Debt to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). The average interest rates for the Term Loan Facility for the six months ended June 30, 2023 and 2022 were 7.36% and 3.28%, respectively.

Other expense, net

Other expense, net increased primarily as a result of a $1.3 million impairment of an equity method investment.

Income tax expense

Income tax expense decreased due to lower income generated from CWGS, LLC for which the Company is ~~variable~~subject to U.S. federal and state taxes on its allocable share.

Segment results

The following table sets forth a reconciliation of total segment income to consolidated income before income taxes for each of our segments for the periods presented:


	Six Months Ended
	June 30, 2023			June 30, 2022			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Good Sam Services and Plans	$	98,095	2.9%	$	94,501	2.5%	$	3,594	3.8%
RV and Outdoor Retail		3,297,236	97.3%		3,753,231	98.0%		(455,995)	(12.1%)
Elimination of intersegment revenue		(7,730)	(0.2%)		(16,704)	(0.4%)		8,974	53.7%
Total consolidated revenue		3,387,601	100.0%		3,831,028	100.0%		(443,427)	(11.6%)
Segment income⁽¹⁾:
Good Sam Services and Plans		50,459	1.5%		43,296	1.1%		7,163	16.5%
RV and Outdoor Retail		138,740	4.1%		394,984	10.3%		(256,244)	(64.9%)
Total segment income		189,199	5.6%		438,280	11.4%		(249,081)	(56.8%)
Corporate & other		(7,562)	(0.2%)		(6,892)	(0.2%)		(670)	(9.7%)
Depreciation and amortization		(31,843)	(0.9%)		(43,162)	(1.1%)		11,319	26.2%
Other interest expense, net		(64,631)	(1.9%)		(29,236)	(0.8%)		(35,395)	(121.1%)
Other (expense) income, net		(1,683)	(0.0%)		(295)	(0.0%)		(1,388)	(470.5%)
Income before income taxes	$	83,480	2.5%	$	358,695	9.4%	$	(275,215)	(76.7%)

Same store revenue- RV and Outdoor Retail⁽²⁾	$	2,960,565		$	3,544,444		$	(583,879)	(16.5%)

(1)	Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

(2)	Same store revenue definition not applicable to the Good Sam Services and Plans segment.

Good Sam Services and Plans

Good Sam Services and Plans revenue increased primarily due to increased contracts in ~~nature~~force from the extended vehicle warranty, roadside assistance and ~~generally follows changes in our revenue. While gross margins for our Retail segment are lower than our gross margins for our Consumer~~Good Sam Insurance Agency programs, partially offset by a reduction from the Good Sam TravelAssist programs.

Good Sam Services and Plans segment ~~our~~income increased primarily due to increased contracts in force from the extended vehicle warranty, roadside assistance and Good Sam Insurance Agency programs, and

Table of Contents

expense management within direct-to-consumer businesses, partially offset by a reduction from the Good Sam TravelAssist programs. Segment income margin increased 562 basis points to 51.4% primarily due to increased service contracts in force previously mentioned, partially offset by reduced revenue from the Good Sam TravelAssist programs for the six months ended June 30, 2023 versus the comparable period in 2022.

RV and Outdoor Retail

RV and Outdoor Retail segment ~~generates significant~~revenue decreased primarily due to a $465.4 million, or 24.3%, decrease in new vehicles revenue, a $60.6 million, or 16.9%, decrease in finance and insurance, net revenue, a $37.8 million, or 7.6%, decrease in products, service and other revenue, and a $1.2 million, or 5.1%, decrease in Good Sam Club revenue, partially offset by a $109.0 million, or 11.3%, increase in used vehicles revenue.

RV and Outdoor Retail segment income decreased primarily due to an 8.5% reduction in total vehicles sold, and decreased segment gross profit of $268.3 million, relating to a 2.1% reduction in new vehicles average price per vehicle sold and is a ~~primary means of acquiring~~6.7% increase in the average cost per new ~~customers,~~vehicle sold, which also tends to ~~which we then cross‑sell our higher margin products~~result in a correlating decrease in finance and ~~services with recurring revenue. We believe the overall growth of our Retail segment will allow us to continue to drive growth~~insurance, net revenue, a $26.5 million increase in ~~gross profits due to our ability to cross‑sell our consumer services~~floor plan interest expense, and ~~plans to our increasing Active Customer base. For the three months ended September 30, 2017 and 2016, gross profit was $26.1~~a $4.9 million ~~and $25.5~~increase in long-lived asset impairment, partially offset by a $36.8 million respectively, and gross margin was 56.5% and 56.1%, respectively, for our Consumer Services and Plans segment, and gross profit was $330.6 million and $254.7 million, respectively, and gross margin was 27.7% and 26.9%, respectively, for our Retail segment. For the nine months ended September 30, 2017 and 2016,

~~Table of Contents~~

gross profit was $82.7 million and $76.8 million, respectively, and gross margin was 57.2% and 56.5%, respectively, for our Consumer Services and Plans segment, and gross profit was $898.5 million and $725.2 million, respectively, and gross margin was 27.6% and 26.7%, respectively, for our Retail segment.

~~SG&A as a percentage of Gross Profit.~~ ~~Selling,~~decrease in selling, general and administrative ~~(“SG&A”)~~ expenses ~~as a percentage~~(see discussion of ~~gross profit allows us to monitor our expense control over a period of time. SG&A consists primarily of wage‑related~~selling, general and administrative expenses ~~selling expenses related to commissions and advertising, lease expenses and corporate overhead expenses. We calculate SG&A expenses as a percentage of gross profit by dividing SG&A expenses~~above for the ~~period by total gross profit. For~~similar drivers of this change), a $5.5 million increase in gain on sale or disposal of assets, and a $1.2 million decrease in lease termination expense. RV and Outdoor Retail segment margin decreased to 4.2% in the ~~three~~six months ended ~~September~~June 30, ~~2017 and 2016, SG&A as a percentage of gross profit was 66.2% and 66.5%, respectively. For~~2023 from 10.5% in the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, SG&A as a percentage of gross profit was 65.2% and 67.0%, respectively. We expect SG&A expenses to increase as we open new retail locations through organic growth and acquisitions, which we also expect will drive increases in revenue and gross profit. Additionally, we expect that our SG&A expenses will increase in future periods in part2022 primarily due to ~~additional legal, accounting,~~new vehicles average prices decreasing and average costs increasing, and reduced penetration of the finance and insurance products for the six months ended June 30, 3023 versus the comparable period in 2022.

Corporate and other expenses

The decrease in corporate and other expenses ~~that we expect~~was primarily due to ~~incur as a result of being a public company, including compliance with~~ the ~~Sarbanes‑Oxley Act and the related rules and regulations.~~

~~Adjusted EBITDA and Adjusted EBITDA Margin.~~ Adjusted EBITDA and Adjusted EBITDA Margin are some of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA and Adjusted EBITDA Margin are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance as follows:

as a measurement of operating performance to assist us in comparing the operating performance of our business on a consistent basis, and remove the impact of items not directly resulting from our core operations;

~~for planning purposes, including the preparation of our internal annual operating budget and financial projections;~~

~~to evaluate the performance and effectiveness of our operational strategies; and~~

~~to evaluate our capacity to fund capital expenditures and expand our business.~~

We define Adjusted EBITDA as net income before other interest expense (excluding floor plan interest expense), provision for income taxes, depreciation and amortization, loss (gain) and expense on debt restructure, loss (gain) on sale of assets and disposition of stores, monitoring fees equity-based compensation, an adjustment to rent on right to use assets, loss (gain) on remeasurement of Tax Receivable Agreement, certain acquisition related transaction expenses and pre-opening costs, and other unusual or one‑time items. We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA by total revenue for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not GAAP measures of our financial performance and should not be considered as alternatives to net income or net income margin, respectively, as measures of financial performance, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our future results will be unaffected by unusual or non‑recurring items. Additionally, Adjusted EBITDA and Adjusted EBITDA Margin are not intended to be a measure of discretionary cash to investincurred in the ~~growth~~first quarter of ~~our business, as it does~~2022 relating to the cybersecurity incident in February 2022 that were not ~~reflect tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur~~recurring in ~~the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations~~2023, partially offset by relying on our GAAP results in addition to using Adjusted EBITDA and Adjusted EBITDA Margin supplementally. Our measure of Adjusted EBITDA is not necessarily comparable to similarly titled captions of other companies due to different methods of calculation. For a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize this non-GAAP financial measure, see “Non-GAAP Financial Measures” below.increased professional fees.

~~Table of Contents~~

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the ~~U.S.~~United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted ~~Pro Forma~~ Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted ~~Pro Forma~~ Earnings Per ~~Fully Exchanged and~~Share – Diluted ~~Share~~ (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These ~~non-GAAP measures~~Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s ~~industry.~~industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives, and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with ~~GAAP, and they~~GAAP. They should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these ~~non-GAAP measures.~~Non-GAAP Financial Measures. In evaluating these ~~non-GAAP measures, you should be aware~~Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other

Table of Contents

companies over time. Each of the normal recurring adjustments and other adjustments described in this section and in the ~~future the Company may incur expenses~~reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

For periods beginning after December 31, 2022, we are no longer including the ~~same~~other associated costs category of expenses relating to the 2019 Strategic Shift as ~~or similar~~restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to ~~some~~be significant in future periods. For a discussion of ~~those adjusted~~the 2019 Strategic Shift, see Note 4 — Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this ~~presentation.~~ Form 10-Q.

The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We define “EBITDA” as net income before other interest expense, net (excluding floor plan interest expense), provision for income ~~taxes~~tax expense and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain ~~non‑cash~~noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, ~~loss (gain)~~long-lived asset impairment, lease termination costs, gains and ~~expense on debt restructure, loss (gain)~~losses on sale or disposal of assets, ~~and disposition of stores, monitoring fees,~~net, equity-based compensation, ~~an adjustment~~restructuring costs related to ~~rent~~the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on ~~right to use assets, loss (gain) on remeasurement of Tax Receivable Agreement, certain acquisition related transaction expenses and pre-opening costs,~~investments in equity securities, and other unusual or ~~one‑time~~one-time items. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these ~~Non‑GAAP~~Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance ~~measures, which are net income, net income, and net income margin, respectively:~~measures:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,

									Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2017		2016		2017		2016		2023		2022		2023		2022
EBITDA:
EBITDA and Adjusted EBITDA:
Net income	$	85,258	$	68,416	$	240,021	$	189,602	$	64,723	$	197,985	$	69,626	$	305,284
Other interest expense, net		11,012		12,715		30,973		38,040		33,518		14,935		64,631		29,236
Depreciation and amortization		8,382		6,219		22,819		18,144		17,206		17,627		31,843		43,162
Income tax expense		8,336		2,288		28,247		4,638		13,581		32,375		13,854		53,411
Subtotal EBITDA		112,988		89,638		322,060		250,424		129,028		262,922		179,954		431,093
Loss (gain) on sale of assets (a)		(5)		21		(292)		(225)
Monitoring fee (b)		—		625		—		1,875
Long-lived asset impairment (a)										477		2,618		7,522		2,618
Lease termination (b)										—		944		—		1,122
(Gain) loss on sale or disposal of assets, net (c)										(145)		381		(5,132)		430
Equity-based compensation ~~(c)~~(d)		1,204		—		2,792		60		6,492		8,968		12,850		20,642
Loss on remeasurement of Tax Receivable Agreement (d)		96		—		79		—
Acquisitions - transaction expense (e)		453		—		2,553		—
Acquisitions - pre-opening costs (f)		7,318		—		8,669		—
Restructuring costs (e)										3,259		1,854		3,259		3,877
Loss and impairment on investments in equity securities (f)										184		—		1,683		—
Adjusted EBITDA	$	122,054	$	90,284	$	335,861	$	252,134	$	139,295	$	277,687	$	200,136	$	459,782


	Three Months Ended June 30,				Six Months Ended June 30,
(as percentage of total revenue)	2023		2022		2023		2022
Adjusted EBITDA margin:
Net income margin		3.4%		9.1%		2.1%		8.0%
Other interest expense, net		1.8%		0.7%		1.9%		0.8%
Depreciation and amortization		0.9%		0.8%		0.9%		1.1%
Income tax expense		0.7%		1.5%		0.4%		1.4%
Subtotal EBITDA margin		6.8%		12.1%		5.3%		11.3%
Long-lived asset impairment (a)		0.0%		0.1%		0.2%		0.1%
Lease termination (b)		—		0.0%		—		0.0%
(Gain) loss on sale or disposal of assets, net (c)		(0.0%)		0.0%		(0.2%)		0.0%
Equity-based compensation (d)		0.3%		0.4%		0.4%		0.5%
Restructuring costs (e)		0.2%		0.1%		0.1%		0.1%
Loss and impairment on investments in equity securities (f)		0.0%		—		0.0%		—
Adjusted EBITDA margin		7.3%		12.8%		5.9%		12.0%

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
(as percentage of total revenue)

2017

2016

2017

2016
EBITDA margin:

Net income margin

6.9%

6.9%

7.0%

6.6%
Other interest expense, net

0.9%

1.3%

0.9%

1.3%
Depreciation and amortization

0.7%

0.6%

0.7%

0.6%
Income tax expense

0.7%

0.2%

0.8%

0.2%
Subtotal EBITDA margin

9.1%

9.0%

9.5%

8.8%
Loss (gain) on sale of assets (a)

(0.0%)

0.0%

(0.0%)

(0.0%)
Monitoring fee (b)

—

0.1%

—

0.1%
Equity-based compensation (c)

0.1%

—

0.1%

0.0%
Loss on remeasurement of Tax Receivable Agreement (d)

0.0%

—

0.0%

—
Acquisition transaction expense (e)

0.0%

—

0.1%

—
Acquisitions - pre-opening costs (f)

0.6%

—

0.3%

—
Adjusted EBITDA margin

9.9%

9.1%

9.9%

8.8%

(a)

Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(b)

Represents the loss on the termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 4– Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(c)

Represents an adjustment to eliminate the gains and losses on disposals and ~~gains on~~ sales of various assets.

~~(b)~~

(d)

Represents monitoring fees paid pursuant to a monitoring agreement to Crestview and Stephen Adams. The monitoring agreement was terminated on October 6, 2016 in connection with our initial public offering (our “IPO”).

~~(c)~~

Represents non-cash equity-based compensation expense relating to employees, directors, and ~~directors~~consultants of the Company.

~~(d)~~

(e)

Represents ~~an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate.~~

~~(e)~~

~~Represents transaction expenses, primarily legal~~restructuring costs ~~associated with acquisitions into new or complimentary markets, including the Gander Mountain Acquisition. This amount excludes transaction expenses~~ relating to the ~~acquisition~~Active Sports Restructuring during the three and six months ended June 30, 2023 and our 2019 Strategic Shift for periods ended on or before December 31, 2022. These restructuring costs include one-time termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of ~~RV dealerships, consumer shows, TheHouse.com,~~this Form 10-Q for additional information.

(f)

Represents loss and ~~W82.~~

impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the condensed consolidated statements of operations. During the six months ended June 30, 2023, this amount included a $1.3 million impairment on an equity method investment.

~~(f)~~

~~Represents pre-opening store costs, including payroll costs, associated with the Gander Mountain Acquisition.~~

Adjusted ~~Pro Forma~~ Net Income Attributable to Camping World Holdings, Inc. and Adjusted ~~Pro Forma~~ Earnings Per ~~Fully Exchanged and Diluted~~ Share

We define “Adjusted ~~Pro Forma~~ Net ~~Income”~~Income Attributable to Camping World Holdings, Inc. – Basic” as net income attributable to Camping World Holdings, Inc. adjusted for the reallocation of income attributable to non-controlling interests from the assumed exchange of all outstanding common units in CWGS, LLC (or the common unit equivalent of membership interests in CWGS, LLC for periods prior to the IPO) for shares of newly-issued Class A common stock of Camping World Holdings, Inc. and further adjusted for the impact of certain ~~non‑cash~~non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, ~~loss (gain) on debt restructure, loss (gain)~~long-lived asset impairment, lease termination costs, gains and ~~expense~~losses on sale or disposal of assets, ~~and disposition of stores, gain on derivative instruments, monitoring fees,~~net, equity-based compensation, ~~an adjustment~~restructuring costs related to ~~rent~~the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on ~~right to use assets, loss (gain) on remeasurement of Tax Receivable Agreement, interest expense on our Series B notes, acquisition related transaction expenses and pre-opening costs,~~investments in equity securities, other unusual or ~~one‑time~~one-time items, ~~and~~ the income tax expense effect of ~~(i)~~ these adjustments, and ~~(ii)~~ the ~~pass-through entity taxable~~effect of net income ~~as if the parent company was a subchapter C corporation in periods prior~~attributable to ~~the IPO.~~ non-controlling interests from these adjustments.

We define “Adjusted ~~Pro Forma~~Net Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.

Table of Contents

We define “Adjusted Earnings Per ~~Fully Exchanged and Diluted Share”~~Share – Basic” as Adjusted ~~Pro Forma~~ Net Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted Earnings Per Share – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the ~~full exchange~~redemption of all outstanding common units in CWGS, LLC ~~(or the common unit equivalent of membership interests in CWGS, LLC for periods prior to the IPO)~~ for newly-issued shares of Class A common stock of Camping World Holdings, Inc., ~~(ii) the Class A common stock issued in connection with the IPO was outstanding as of January 1 of each year presented,~~if dilutive, and ~~(iii)~~(ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted ~~Pro Forma~~ Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted ~~Pro Forma~~ Earnings Per ~~Fully Exchanged and~~Share – Diluted ~~Share~~ because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these ~~Non‑GAAP~~Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

~~Table of Contents~~

The following table reconciles Adjusted ~~Pro Forma~~ Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted ~~Pro Forma~~ Earnings Per ~~Fully Exchanged and~~Share – Diluted ~~Share~~ to the most directly comparable GAAP financial performance ~~measure, which is net income attributable to Camping World Holdings, Inc. and weighted-average shares~~measure:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net income attributable to Camping World Holdings, Inc.	$	28,703	$	84,311	$	31,872	$	129,041
Adjustments related to basic calculation:
Long-lived asset impairment (a):
Gross adjustment		477		2,618		7,522		2,618
Income tax expense for above adjustment (b)		(64)		(99)		(1,002)		(99)
Lease termination (c):
Gross adjustment		—		944		—		1,122
Income tax expense for above adjustment (b)		—		—		—		—
(Gain) loss on sale or disposal of assets (d):
Gross adjustment		(145)		381		(5,132)		430
Income tax benefit (expense) for above adjustment (b)		19		(3)		684		(3)
Equity-based compensation (e):
Gross adjustment		6,492		8,968		12,850		20,642
Income tax expense for above adjustment (b)		(872)		(951)		(1,729)		(2,288)
Restructuring costs (f):
Gross adjustment		3,259		1,854		3,259		3,877
Income tax expense for above adjustment (b)		(434)		—		(434)		—
Loss and impairment on investments in equity securities (g):
Gross adjustment		184		—		1,683		—
Income tax expense for above adjustment (b)		(25)		—		(225)		—
Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (h)		(4,855)		(7,397)		(9,543)		(14,224)
Adjusted net income attributable to Camping World Holdings, Inc. – basic		32,739		90,626		39,805		141,116
Adjustments related to diluted calculation:
Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (i)		151		—		—		1,110
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)		(37)		—		—		(299)
Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (i)		—		121,071		47,298		—
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (j)		—		(29,735)		(11,586)		—
Assumed income tax expense of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (k)		—		(511)		—		—
Adjusted net income attributable to Camping World Holdings, Inc. – diluted	$	32,853	$	181,451	$	75,517	$	141,927

Table of ~~Class A common stock outstanding — diluted:~~Contents

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,
(In thousands except per share amounts)

2017

2016

2017

2016
Numerator:

Net income attributable to Camping World Holdings, Inc.

$
20,127

$
68,416

$
46,985

$
189,602
Adjustments:

Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units in CWGS, LLC (a)

65,131

—

193,036

—
Loss (gain) on sale of assets (b)

(5)

21

(292)

(225)
Monitoring fee (c)

—

625

—

1,875
Equity-based compensation (d)

1,204

—

2,792

60
Loss on remeasurement of Tax Receivable Agreement (e)

96

—

79

—
Acquisitions - transaction expense (f)

453

—

2,553

—
Acquisitions - pre-opening costs (g)

7,318

—

8,669

—
Income tax expense (h)

(25,676)

(24,300)

(75,888)

(70,078)
Adjusted pro forma net income

$
68,648

$
44,762

$
177,934

$
121,234
Denominator:

Weighted-average Class A common shares outstanding - diluted

88,452

—

85,947

—
Adjustments:

Assumed exchange of pre-IPO common unit equivalent of membership interests in CWGS, LLC (i)

—

71,900

—

72,157
Assumed issuance of Class A common stock in connection with IPO (j)

—

11,872

—

11,872
Dilutive options to purchase Class A common stock

219

—

140

—
Dilutive restricted stock units

128

—

82

—
Adjusted pro forma fully exchanged weighted average Class A common shares outstanding - diluted

88,799

83,772

86,169

84,029
Adjusted pro forma earnings per fully exchanged and diluted share

$
0.77

$
0.53

$
2.06

$
1.44


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except per share amounts)	2023		2022		2023		2022
Denominator:
Weighted-average Class A common shares outstanding – basic		44,490		41,737		44,473		42,640
Adjustments related to diluted calculation:
Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (l)		—		42,045		40,045		—
Dilutive options to purchase Class A common stock (l)		29		44		22		66
Dilutive restricted stock units (l)		285		358		243		465
Adjusted weighted average Class A common shares outstanding – diluted		44,804		84,184		84,783		43,171

Adjusted earnings per share - basic	$	0.74	$	2.17	$	0.90	$	3.31
Adjusted earnings per share - diluted	$	0.73	$	2.16	$	0.89	$	3.29

Anti-dilutive amounts (m):
Numerator:
Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (i)	$	40,724	$	—	$	—	$	189,357
Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (j)	$	(9,934)	$	—	$	—	$	(49,986)
Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (k)	$	—	$	—	$	—	$	5,837
Denominator:
Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (l)		40,045		—		—		42,045

Reconciliation of per share amounts:
Earnings per share of Class A common stock — basic	$	0.65	$	2.02	$	0.72	$	3.03
Non-GAAP Adjustments (n)		0.09		0.15		0.18		0.28
Adjusted earnings per share - basic	$	0.74	$	2.17	$	0.90	$	3.31

Earnings per share of Class A common stock — diluted	$	0.64	$	2.01	$	0.71	$	3.01
Non-GAAP Adjustments (n)		0.09		0.15		0.18		0.28
Adjusted earnings per share - diluted	$	0.73	$	2.16	$	0.89	$	3.29

(a)

(b)

Represents the current and deferred income tax expense or benefit effect of the above adjustments. For periods that ended on or before December 31, 2022, many of these adjustments were related to entities with full valuation allowances for which no tax benefit could be recognized. This assumption uses an effective tax rate of 25.3% and 25.4% for the adjustments for the 2023 and 2022 periods, respectively, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c)

Represents the loss on termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(d)

Represents an adjustment to eliminate the gains and losses on disposals and sales of various assets.

(e)

Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.

(f)

Represents restructuring costs relating to Active Sports Restructuring during the three and six months ended June 30, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022. These restructuring costs include one-time termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(g)

Represents loss and impairment on investments in equity securitiesand interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the condensed consolidated statements of operations. During the six months ended June 30, 2023, this amount included a $1.3 million impairment on an equity method investment.

(h)

Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 47.4% and 50.2% for the three months ended June 30, 2023 and 2022, respectively, and 47.4% and 49.6% for the six months ended June 30, 2023 and 2022, respectively.

(i)

Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed ~~exchange~~change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, ~~LLC in periods where income was attributable to non-controlling interests.~~

LLC.

Table of Contents

~~(b)~~

~~Represents an adjustment to eliminate the losses and gains on sales of various assets.~~

~~(c)~~

(j)

~~Represents monitoring fees paid pursuant to a monitoring agreement to Crestview and Stephen Adams. The monitoring agreement was terminated on October 6, 2016 in connection with our IPO.~~

~~(d)~~

~~Represents non-cash equity-based compensation expense relating to employees and directors of the Company.~~

~~(e)~~

~~Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate.~~

~~(f)~~

Represents transaction expenses, primarily legal costs, associated with acquisitions into new or complimentary markets, including the Gander Mountain Acquisition. This amount excludes transaction expenses relating to the acquisition of RV dealerships, consumer shows, TheHouse.com, and W82.

~~(g)~~

~~Represents pre-opening store costs, including payroll costs, associated with the Gander Mountain Acquisition.~~

~~(h)~~

Represents the income tax expense effect of ~~(i)~~ the above ~~adjustments and (ii) the pass-through entity taxable~~adjustment for reallocation of net income ~~as if the parent company was a subchapter C corporation in periods prior~~attributable to ~~the IPO.~~non-controlling interests. This assumption uses an effective tax rate of ~~38.5%~~25.3% and 25.4% for the adjustments for the 2023 and 2022 periods, respectively.

(k)

As a result of the ~~pass-through entity taxable~~LLC Conversion, this adjustment only relates to periods ending on or before December 31, 2022. Typically represents adjustments to reflect the income ~~in periods~~tax benefit of losses of consolidated C-Corps that under the Company’s previous equity structure, prior to the ~~IPO.~~

~~(i)~~

~~Represents~~LLC Conversion, could not be used against the ~~assumed exchange~~income of ~~pre-IPO membership interests~~other consolidated subsidiaries of CWGS, LLC. Subsequent to the redemption of all common units in CWGS, LLC and prior to the LLC Conversion, the Company believes certain actions could have been taken such that the C-Corps’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.4% during 2022 for the losses experienced by the consolidated C-Corps for which valuation allowances had been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts. Beginning in 2023, these C-Corp losses offset income of other consolidated subsidiaries as a result of LLC Conversion at ~~their common unit equivalent amount.~~

or around December 31, 2022.

~~(j)~~

(l)

Represents the ~~assumption that~~impact to the ~~shares~~denominator for stock options, restricted stock units, and/or common units of ~~Class A common stock issued~~CWGS, LLC.

(m)

The below amounts have not been considered in ~~connection with~~our adjusted earnings per share – diluted amounts as the ~~IPO were outstanding as~~effect of ~~January 1 of each period.~~

these items are anti-dilutive.

~~Uses and Limitations of Non-GAAP Financial Measures~~

~~Management and our board of directors use the Non-GAAP Financial Measures:~~

(n)

~~as a measurement of operating performance because they assist us in comparing~~Represents the ~~operating performance of our business on a consistent basis, as they remove the~~per share impact of ~~items not directly resulting from our core operations;~~

the Non-GAAP adjustments to net income detailed above (see (a) through (g) above).

~~Table of Contents~~

~~for planning purposes, including the preparation of our internal annual operating budget and financial projections;~~

~~to evaluate the performance and effectiveness of our operational strategies; and~~

~~to evaluate our capacity to fund capital expenditures and expand our business.~~

By providing these Non‑GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investorsAs discussed under “Our Corporate Structure Impact on Income Taxes” in evaluating how well we are executing our strategic initiatives. In addition, our Existing Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to or a substitute for, net income or other financial statement data presented in our unaudited condensed consolidated financial statements included elsewhere inPart I, Item 2 of this Form 10-Q ~~as indicators~~, our “Up-C” corporate structure may make it difficult to compare our results with those of ~~financial performance. Some of the limitations are:~~

~~such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;~~

~~such measures do not reflect changes in, or cash requirements for, our working capital needs;~~

~~some of such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;~~

~~some of such measures do not reflect our tax expense or the cash requirements to pay our taxes;~~

although depreciation and amortization are non‑cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

~~other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.~~

~~Due to these limitations, the Non-GAAP Financial Measures should not~~companies with a more traditional corporate structure. There can be ~~considered as measures of discretionary cash available to us to invest~~a significant fluctuation in the ~~growth~~numerator and denominator for the calculation of our ~~business. We compensate~~adjusted earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for ~~these limitations by relying primarily on~~a given period. To improve comparability of our ~~GAAP~~financial results, users of our financial statements may find it useful to review our earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and ~~using these Non‑GAAP Financial Measures only supplementally. As noted~~denominator adjustments have been provided under “Anti-dilutive amounts” in the ~~tables~~table above certain of the Non-GAAP Financial Measures include adjustments for loss (gain) on debt restructure, loss (gain) on sale of assets and disposition of stores, gain on derivative instruments, monitoring fees, equity-based compensation, an adjustment to rent on right to use assets, loss (gain) on remeasurement of Tax Receivable Agreement, acquisition related transaction expenses and pre-opening costs, other unusual or one‑time items, and the income tax expense effect described above, as applicable. It is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. In addition, these certain Non-GAAP Financial Measures adjust for other items that we do not expect to regularly record in periods after the IPO, including monitoring fees. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation tables above help management with a measure of our core operating performance over time by removing items that are not related to day‑to‑day operations.

~~Table of Contents~~

~~Results of Operations~~

~~Three and Nine Months Ended September 30, 2017 Compared to Three and Nine Months Ended September 30, 2016~~

~~The following table sets forth information comparing the components of net income for the three and nine months ended September 30, 2017 and 2016:~~

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016

Percent of

Percent of

Favorable/ (Unfavorable)

Percent of

Percent of

Favorable/ (Unfavorable)
($ in thousands)

Amount

Revenue

Amount

Revenue

$

%

Amount

Revenue

Amount

Revenue

$

%

Revenue:

Consumer Services and Plans

$
46,169

3.7%

$
45,442

4.6%

$
727

1.6%

$
144,518

4.2%

$
135,868

4.8%

$
8,650

6.4%
Retail

New vehicles

715,182

57.7%

545,154

55.0%

170,028

31.2%

1,982,644

58.2%

1,532,919

53.7%

449,725

29.3%
Used vehicles

188,331

15.2%

181,675

18.3%

6,656

3.7%

531,324

15.6%

576,964

20.2%

(45,640)

-7.9%
Parts, services and other

187,750

15.2%

151,090

15.2%

36,660

24.3%

478,169

14.0%

422,316

14.8%

55,853

13.2%
Finance and insurance, net

101,570

8.2%

67,710

6.8%

33,860

50.0%

268,829

7.9%

188,607

6.6%

80,222

42.5%
Subtotal

1,192,833

96.3%

945,629

95.4%

247,204

26.1%

3,260,966

95.8%

2,720,806

95.2%

540,160

19.9%
Total revenue

1,239,002

100.0%

991,071

100.0%

247,931

25.0%

3,405,484

100.0%

2,856,674

100.0%

548,810

19.2%

Gross profit (exclusive of depreciation and amortization shown separately below):

Consumer Services and Plans

26,084

2.1%

25,489

2.6%

595

2.3%

82,726

2.4%

76,797

2.7%

5,929

7.7%
Retail

New vehicles

100,558

8.1%

74,014

7.5%

26,544

35.9%

279,022

8.2%

215,772

7.6%

63,250

29.3%
Used vehicles

49,535

4.0%

43,038

4.3%

6,497

15.1%

137,888

4.0%

122,305

4.3%

15,583

12.7%
Parts, services and other

78,920

6.4%

69,985

7.1%

8,935

12.8%

212,793

6.2%

198,535

6.9%

14,258

7.2%
Finance and insurance, net

101,570

8.2%

67,710

6.8%

33,860

50.0%

268,829

7.9%

188,607

6.6%

80,222

42.5%
Subtotal

330,583

26.7%

254,747

25.7%

75,836

29.8%

898,532

26.4%

725,219

25.4%

173,313

23.9%
Total gross profit

356,667

28.8%

280,236

28.3%

76,431

27.3%

981,258

28.8%

802,016

28.1%

179,242

22.3%

Operating expenses:

Selling, general and administrative expenses

236,174

19.1%

186,255

18.8%

(49,919)

-26.8%

640,108

18.8%

536,966

18.8%

(103,142)

-19.2%
Depreciation and amortization

8,382

0.7%

6,219

0.6%

(2,163)

-34.8%

22,819

0.7%

18,144

0.6%

(4,675)

-25.8%
Gain on asset sales

(5)

0.0%

21

0.0%

26

-123.8%

(292)

0.0%

(227)

0.0%

65

28.6%
Income from operations

112,116

9.0%

87,741

8.9%

24,375

27.8%

318,623

9.4%

247,133

8.7%

71,490

28.9%
Other income (expense):

Floor plan interest expense

(7,414)

-0.6%

(4,322)

-0.4%

(3,092)

-71.5%

(19,303)

-0.6%

(14,851)

-0.5%

(4,452)

-30.0%
Other interest expense, net

(11,012)

-0.9%

(12,715)

-1.3%

1,703

13.4%

(30,973)

-0.9%

(38,040)

-1.3%

7,067

18.6%
Other expense, net

(96)

0.0%

—

0.0%

(96)

-100.0%

(79)

0.0%

(2)

0.0%

(77)

3850.0%

(18,522)

-1.5%

(17,037)

-1.7%

(1,485)

-8.7%

(50,355)

-1.5%

(52,893)

-1.9%

2,538

4.8%
Income before income taxes

93,594

7.6%

70,704

7.1%

22,890

32.4%

268,268

7.9%

194,240

6.8%

74,028

38.1%
Income tax expense

(8,336)

-0.7%

(2,288)

-0.2%

(6,048)

-264.3%

(28,247)

-0.8%

(4,638)

-0.2%

(23,609)

-509.0%
Net income

85,258

6.9%

68,416

6.9%

16,842

24.6%

240,021

7.0%

189,602

6.6%

50,419

26.6%
Less: net income attributable to non-controlling interests

(65,131)

-5.3%

—

0.0%

(65,131)

-100.0%

(193,036)

-5.7%

—

0.0%

(193,036)

-100.0%
Net income attributable to Camping World Holdings, Inc.

$
20,127

1.6%

$
68,416

6.9%

$
(48,289)

-70.6%

$
46,985

1.4%

$
189,602

6.6%

$
(142,617)

-75.2%

~~Table of Contents~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Total revenue was $1.2 billion for the three months ended September 30, 2017, an increase of $247.9 million, or 25.0%, as compared to $991.1 million for the three months ended September 30, 2016. The increase was primarily driven by the 33.3% increase in new vehicle unit sales in our Retail segment, and corresponding revenue increases from variable products such as parts, services and other, and finance and insurance.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Total revenue was $3.4 billion for the nine months ended September 30, 2017, an increase of $548.8 million, or 19.2%, as compared to $2.9 billion for the nine months ended September 30, 2016. The increase was primarily driven by the 34.6% increase in new vehicle unit sales in our Retail segment, and a corresponding revenue increase from our variable finance and insurance products.

~~Consumer Services and Plans~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Consumer Services and Plans revenue was $46.2 million for the three months ended September 30, 2017, an increase of $0.7 million, or 1.6%, as compared to $45.4 million for the three months ended September 30, 2016. The increased revenue was attributable to a $1.1 million increase from our extended vehicle warranty and the Good Sam TravelAssist programs primarily due to increased policies in force, partially offset by $0.4 million of other decreases.

Consumer Services and Plans gross profit was $26.1 million for the three months ended September 30, 2017, an increase of $0.6 million, or 2.3%, as compared to $25.5 million for the three months ended September 30, 2016. This increase was primarily due to increased policies in force from our Good Sam TravelAssist and roadside assistance programs and reduced roadside assistance program costs. Gross margin increased 41 basis points to 56.5% primarily resulting from increased policies in force for the Good Sam TravelAssist programs, and reduced program costs for the roadside assistance programs.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Consumer Services and Plans revenue was $144.5 million for the nine months ended September 30, 2017, an increase of $8.7 million, or 6.4%, as compared to $135.9 million for the nine months ended September 30, 2016. The increased revenue was attributable to a$2.7 million increase from our vehicle insurance and Good Sam TravelAssist programs primarily due to increased policies in force; a $2.1 million increase from our clubs and roadside assistance programs primarily due to increased file size; a $1.7 million increase from consumer show exhibit and admissions revenue resulting from the acquisition of five consumer shows in the fourth quarter of 2016 and our new Good Sam RV Super Show introduced in February 2017; and $2.2 million of other increases.

Consumer Services and Plans gross profit was $82.7 million for the nine months ended September 30, 2017, an increase of $5.9 million, or 7.7%, as compared to $76.8 million for the nine months ended September 30, 2016. This increase was primarily due to increased policies in force from our vehicle insurance and Good Sam TravelAssist programs of $3.0 million; increased roadside assistance contracts in force and reduced claims, together resulting in a gross profit increase of $2.0 million; an increase from our consumer shows of $0.8 million resulting from the five acquired shows and the new Good Sam RV Super Show introduced in February 2017; and a $0.1 million increase from other ancillary products. Gross margin increased 72 basis points to 57.2% primarily due to increased contracts in force with reduced program costs for the roadside assistance programs, and increased policies in force from the Good Sam TravelAssist programs.

~~Table of Contents~~

~~Retail:~~

~~New Vehicles~~

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

Favorable/

September 30, 2017

September 30, 2016

Favorable/
($ in thousands,

Percent of

Percent of

(Unfavorable)

Percent of

Percent of

(Unfavorable)
except per vehicle data)

Amount

Revenue

Amount

Revenue

$

%

Amount

Revenue

Amount

Revenue

$

%

Revenue

$
715,182

100.0%

$
545,154

100.0%

$
170,028

31.2%

$
1,982,644

100.0%

$
1,532,919

100.0%

$
449,725

29.3%

Gross profit

100,558

14.1%

74,014

13.6%

26,544

35.9%

279,022

14.1%

215,772

14.1%

63,250

29.3%

New vehicle unit sales

19,107

14,333

4,774

33.3%

54,800

40,718

14,082

34.6%

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

New vehicle revenue was $715.2 million for the three months ended September 30, 2017, an increase of $170.0 million, or 31.2%, as compared to $545.2 million for the three months ended September 30, 2016. The increase was primarily due to a 33.3% increase in new vehicle unit sales primarily attributable to a same store sales increase of 14.5% driven by increases in travel trailers, Class C and fifth wheel units. The balance of the increase was from acquired locations and the greenfield location opened in June 2017. These increases were partially offset by a 1.6% decrease in the average sales price per unit resulting from a product mix shift toward lower priced towable units.

New vehicle gross profit was $100.6 million for the three months ended September 30, 2017, an increase of $26.5 million, or 35.9%, as compared to $74.0 million for the three months ended September 30, 2016. The increase was primarily due to the 33.3% increase in new vehicle unit sales and a 1.9% increase in average gross profit per unit. Gross margin increased to 14.1% from 13.6% in the three months ended September 30, 2016.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

New vehicle revenue was $1,982.6 million for the nine months ended September 30, 2017, an increase of $449.7 million, or 29.3%, as compared to $1,532.9 million for the nine months ended September 30, 2016. The increase was primarily due to a 34.6% increase in new vehicle unit sales primarily attributable to a same store sales increase of 17.0% driven by increases in travel trailers, Class C and fifth wheel units. The balance of the increase was from acquired locations and the greenfield location opened in June 2017. These increases were partially offset by a 3.9% decrease in the average sales price per unit resulting from a product mix shift toward lower priced towable units.

New vehicle gross profit was $279.0 million for the nine months ended September 30, 2017, an increase of $63.3 million, or 29.3%, as compared to $215.8 million for the nine months ended September 30, 2016. The increase was primarily due to the 34.6% increase in new vehicle unit sales partially offset by a 3.9% decrease in average gross profit per unit resulting from a product mix shift toward lower priced towable units. Gross margin remained unchanged versus prior year at 14.1% for the nine months ended September 30, 2016.

~~Used Vehicles~~

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

Favorable/

September 30, 2017

September 30, 2016

Favorable/
($ in thousands,

Percent of

Percent of

(Unfavorable)

Percent of

Percent of

(Unfavorable)
except per vehicle data)

Amount

Revenue

Amount

Revenue

$

%

Amount

Revenue

Amount

Revenue

$

%

Revenue

$
188,331

100.0%

$
181,675

100.0%

$
6,656

3.7%

$
531,324

100.0%

$
576,964

100.0%

$
(45,640)

-7.9%

Gross profit

49,535

26.3%

43,038

23.7%

6,497

15.1%

137,888

26.0%

122,305

21.2%

15,583

12.7%

Used vehicle unit sales

8,557

7,986

571

7.2%

24,146

25,918

(1,772)

-6.8%

~~Table of Contents~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Used vehicle revenue was $188.3 million for the three months ended September 30, 2017, an increase of $6.7 million, or 3.7%, as compared to $181.7 million for the three months ended September 30, 2016. The increase was primarily due to a 7.2% increase in the volume of used units sold, mostly travel trailers at our new stores, partially offset by a same store sales decrease of 7.9%(see (m) above).

Used vehicle gross profit was $49.5 million for the three months ended September 30, 2017, an increase of $6.5 million, or 15.1%, as compared to $43.0 million for the three months ended September 30, 2016. This increase primarily resulted from the 7.2% increase in unit volume consisting of increases for nearly all product types, and a shift towards higher-margined towable units, resulting in a 7.4% increase in gross profit per unit. Gross margin increased to 26.3% from 23.7% in the three months ended September 30, 2016.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Used vehicle revenue was $531.3 million for the nine months ended September 30, 2017, a decrease of $45.6 million, or 7.9%, as compared to $577.0 million for the nine months ended September 30, 2016. The decrease was primarily due to reduced inventory availability, resulting from fewer trades on new vehicle unit sales, and the elimination of the automobile unit business as a result of the distribution of the AutoMatch business during the nine months ended September 30, 2016, driving a 6.8% decrease in used vehicle unit sales. Same store sales decreased by 9.6% with the remaining decrease driven by the disposition of the AutoMatch business.

Used vehicle gross profit was $137.9 million for the nine months ended September 30, 2017, an increase of $15.6 million, or 12.7%, as compared to $122.3 million for the nine months ended September 30, 2016. The increase was primarily attributable to increases for nearly all product types and elimination of lower margin auto sales upon the disposition of the AutoMatch business during the second quarter of 2016, resulting in a 21.0% increase in gross profit per unit and a gross margin increase of 475 basis points, partially offset by a 6.8% decrease in vehicle unit sales.

~~Parts, Services and Other~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Parts, services and other revenue was $187.8 million for the three months ended September 30, 2017, an increase of $36.7 million, or 24.3%, as compared to $151.1 million for the three months ended September 30, 2016. The increase was primarily attributable to increased revenue from the new stores, the Overton’s and Active Sports acquisitions, and an increase from the wholesale channel. Same store sales increased 1.4% for the three months ended September 30, 2017 versus the comparable period in 2016.

Parts, services and other gross profit was $78.9 million for the three months ended September 30, 2017, an increase of $8.9 million, or 12.8%, as compared to $70.0 million for the three months ended September 30, 2016. The gross profit increase was primarily due to increased revenue. Gross margin decreased 429 basis points to 42.0% primarily due to merchandise markdowns in the e-commerce business, and increased distribution and supply costs.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

~~Parts, services and other revenue was $478.2 million for the nine months ended September 30, 2017, an increase of $55.9 million, or 13.2%, as compared to $422.3 million for the nine months ended~~

~~Table of Contents~~

~~September 30, 2016. The increase was primarily attributable to the new stores added; the Overton’s acquisition; and the wholesale channel; partially offset by a 0.7% decrease in same store sales.~~

Parts, services and other gross profit was $212.8 million for the nine months ended September 30, 2017, an increase of $14.3 million, or 7.2%, as compared to $198.5 million for the nine months ended September 30, 2016. The gross profit increase was primarily due to increased revenue and the Overton’s acquisition. Gross margin decreased 251 basis points to 44.5% primarily due to merchandise markdowns in the e-commerce business, and increased distribution and supply costs.

~~Finance and Insurance, net~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Finance and insurance, net revenue and gross profit were each $101.6 million for the three months ended September 30, 2017, an increase of $33.9 million, or 50.0%, as compared to $67.7 million for the three months ended September 30, 2016. The increase was primarily due to incremental vehicle finance contracts assigned due to higher vehicle unit sales and higher finance and insurance sales penetration rates resulting from a 30.5% increase in same store sales and the remainder from acquired locations and the greenfield location opened in June 2017. Finance and insurance, net revenue as a percentage of total new and used vehicle revenue increased to 11.2% for the three months ended September 30, 2017 from 9.3% for the comparable period in 2016.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Finance and insurance, net revenue and gross profit were each $268.8 million for the nine months ended September 30, 2017, an increase of $80.2 million, or 42.5%, as compared to $188.6 million for the nine months ended September 30, 2016. The increase was primarily due to incremental vehicle finance contracts assigned due to higher vehicle unit sales, higher finance and insurance sales penetration rates, a 29.7% increase in same store sales, and the remainder from acquired locations and the greenfield location opened in June 2017. Finance and insurance, net revenue as a percentage of total new and used vehicle revenue increased to 10.7% for the nine months ended September 30, 2017 from 8.9% for the comparable period in 2016.

~~Selling, general and administrative expenses~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

~~Selling, general and administrative expenses were $236.2 million for the three months ended September 30, 2017, an increase~~ of $49.9 million, or 26.8%, as compared to $186.3 million for the three months ended September 30, 2016. The increase was due to increases of $25.1 million of wage-related expenses, primarily attributable to increased vehicle unit sales; the ~~acquired locations and the greenfield location opened in June 2017~~; $7.3 million of pre-opening and payroll costs associated with the Gander Mountain acquisition; $6.7 million of store and corporate overhead expenses; $6.5 million of additional variable selling expense; $2.2 million of additional lease expense; $1.6 million of additional professional and service fees; and $0.5 million of transaction expenses associated with the acquisitions into new or complementary markets, including the Gander Mountain Acquisition. Selling, general and administrative expenses as a percentage of total gross ~~profit was 66.2% for the three months ended September 30, 2017, compared to 66.5% for the three months ended September 30, 2016, a decrease of 25 basis points.~~

~~Table of Contents~~

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Selling, general and administrative expenses were $640.1 million for the nine months ended September 30, 2017, an increase of $103.1 million, or 19.2%, as compared to $537.0 million for the nine months ended September 30, 2016. The increase was due to increases of $54.4 million of wage-related expenses, primarily attributable to increased vehicle sales, ~~the~~ acquired locations and the greenfield location opened in June 2017; $15.5 million of additional variable selling expense; $8.7 million of pre-opening and payroll costs associated with the Gander Mountain acquisition; $14.2 million of store and corporate overhead expenses; $5.4 million of additional lease expense; $2.6 million of transaction expenses associated with the acquisitions into new or complementary markets, including the Gander Mountain Acquisition; and $2.3 million of additional professional and service fees. Selling, general and administrative expenses as a percentage of total gross profit was 65.2% for the nine months ended September 30, 2017, compared to 67.0% for the nine months ended September 30, 2016, a decrease of 172 basis points.

~~Depreciation and amortization~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Depreciation and amortization was $8.4 million for the three months ended September 30, 2017, an increase of $2.2 million, or 34.8%, as compared to $6.2 million for the three months ended September 30, 2016 primarily due to acquired locations, the greenfield location opened in June 2017, and acquired businesses.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Depreciation and amortization was $22.8 million for the nine months ended September 30, 2017, an increase of $4.7 million, or 25.8%, as compared to $18.1 million for the nine months ended September 30, 2016 primarily due to the addition of acquired locations, and the greenfield location opened in June 2017.

~~Floor plan interest expense~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Floor plan interest expense was $7.4 million for the three months ended September 30, 2017, an increase of $3.1 million, or 71.5%, as compared to $4.3 million for the three months ended September 30, 2016. The increase was primarily due to increased average outstanding amount payable under our Floor Plan Facility for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, primarily resulting from an increased inventory level due to new dealership locations and locations expecting higher unit sales, and a 68 basis point increase in the average floor plan borrowing rate.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Floor plan interest expense was $19.3 million for the nine months ended September 30, 2017, an increase of $4.5 million, or 30.0%, as compared to $14.9 million for the nine months ended September 30, 2016. The increase was primarily due to increased average outstanding amount payable under our Floor Plan Facility for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily resulting from an increased inventory level due to new dealership locations and locations expecting higher unit sales, and a 35 basis point increase in the average floor plan borrowing rate.

~~Other interest expense, net~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Other interest expense, net was $11.0 million for the three months ended September 30, 2017, a decrease of $1.7 million, or 13.4%, as compared to $12.7 million for the three months ended September 30, 2016. The decrease was primarily due to a decrease in interest expense attributable to a decrease in average debt outstanding, and an 86 basis point decrease in the average interest rate.

~~Table of Contents~~

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Other interest expense, net was $31.0 million for the nine months ended September 30, 2017, a decrease of $7.1 million, or 18.6%, as compared to $38.0 million for the nine months ended September 30, 2016. The decrease was primarily due to a decrease in interest expense attributable to a decrease in average debt outstanding, and a 100 basis point decrease in the average interest rate.

~~Segment results~~

~~The following table sets forth a reconciliation of total segment income to consolidated income from operations before income taxes for each of our segments for the period presented:~~

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

Favorable/

September 30, 2017

September 30, 2016

Favorable/

Percent of

Percent of

(Unfavorable)

Percent of

Percent of

(Unfavorable)
($ in thousands)

Amount

Revenue

Amount

Revenue

$

%

Amount

Revenue

Amount

Revenue

$

%
Revenue:

Consumer Services and Plans

$
46,169

3.7%

$
45,442

4.6%

$
727

1.6%

$
144,518

4.2%

$
135,868

4.8%

$
8,650

6.4%
Retail

1,192,833

96.3%

945,629

95.4%

247,204

26.1%

3,260,966

95.8%

2,720,806

95.2%

540,160

19.9%
Total consolidated revenue

1,239,002

100.0%

991,071

100.0%

247,931

25.0%

3,405,484

100.0%

2,856,674

100.0%

548,810

19.2%
Segment income:(1)

Consumer Services and Plans

21,675

1.7%

19,847

2.0%

1,828

9.2%

71,887

2.1%

63,948

2.2%

7,939

12.4%
Retail

93,446

7.5%

70,882

7.2%

22,564

31.8%

256,713

7.5%

188,898

6.6%

67,815

35.9%
Total segment income

115,121

9.3%

90,729

9.2%

24,392

26.9%

328,600

9.6%

252,846

8.9%

75,754

30.0%
Corporate & other

(2,037)

-0.2%

(1,091)

-0.1%

(946)

-86.7%

(6,461)

-0.2%

(2,420)

-0.1%

(4,041)

-167.0%
Depreciation and amortization

(8,382)

-0.7%

(6,219)

-0.6%

(2,163)

-34.8%

(22,819)

-0.7%

(18,144)

-0.6%

(4,675)

-25.8%
Other interest expense, net

(11,012)

-0.9%

(12,715)

-1.3%

1,703

13.4%

(30,973)

-0.9%

(38,040)

-1.3%

7,067

18.6%
Other non-operating expense, net

(96)

0.0%

—

0.0%

(96)

-100.0%

(79)

0.0%

(2)

0.0%

(77)

-100.0%
Income from operations before income taxes

$
93,594

7.6%

$
70,704

7.1%

$
22,890

32.4%

$
268,268

7.9%

$
194,240

6.8%

$
74,028

38.1%

⁽¹⁾

~~Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.~~

~~Consumer Services and Plans segment revenue~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Consumer Services and Plans segment revenue was $46.2 million for the three months ended September 30, 2017, an increase of $0.7 million, or 1.6%, as compared to $45.4 million for the three months ended September 30, 2016. The increased revenue was attributable to a $1.1 million increase from our extended vehicle warranty and the Good Sam TravelAssist programs primarily due to increased policies in force, partially offset by $0.4 million of other decreases.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Consumer Services and Plans segment revenue was $144.5 million for the nine months ended September 30, 2017, an increase of $8.7 million, or 6.4%, as compared to $135.9 million for the nine months ended September 30, 2016. The increased revenue was attributable to a$2.7 million increase from our vehicle insurance and Good Sam TravelAssist programs primarily due to increased policies in force; a $2.1 million increase from our clubs and roadside assistance programs; a $1.7 million increase from consumer show exhibit and admissions revenue resulting from the acquisition of five consumer shows in the fourth quarter of 2016 and our new Good Sam RV Super Show introduced in February 2017; and $2.2 million of other increases.

~~Retail segment revenue~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Retail segment revenue was $1.2 billion for the three months ended September 30, 2017, an increase of $247.2 million, or 26.1%, as compared to $945.6 million for the three months ended September 30, 2016. The increase was primarily due to the 33.3% increase in new vehicle unit volume which resulted from a 9.4% increase in same store sales, as described below, and the acquired locations.

~~Table of Contents~~

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Retail segment revenue was $3.3 billion for the nine months ended September 30, 2017, an increase of $540.2 million, or 19.9%, as compared to $2.7 billion for the nine months ended September 30, 2016. The increase was primarily due to the 34.6% increase in new vehicle unit volume which resulted from a 9.9% increase in same store sales, as described below, the acquired locations, and the greenfield location opened in June 2017.

~~Same store sales~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Same store sales were $982.2 million for the three months ended September 30, 2017, an increase of $84.3 million, or 9.4%, as compared to $897.9 million for the three months ended September 30, 2016. The increase was primarily due to the increased volume of new towable and Class C motorhome units sold and the revenue increase from finance and insurance, partially offset by a decrease in same store sales from used vehicle units sold.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Same store sales were $2.8 billion for the nine months ended September 30, 2017, an increase of $253.5 million, or 9.9%, as compared to $2.6 billion for the nine months ended September 30, 2016. The increase was primarily due to the increased volume of new towable and Class C motorhome units sold and the revenue increase from finance and insurance, partially offset by a decrease in same store sales from used vehicle units sold.

~~Total segment income~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Total segment income was $115.1 million for the three months ended September 30, 2017, an increase of $24.4 million, or 26.9%, as compared to $90.7 million for the three months ended September 30, 2016. The increase was primarily due to gross profit increases from finance and insurance and new vehicles, partially offset by increases in variable selling, general and administrative expenses. Total segment income margin increased 14 basis points to 9.3%.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Total segment income was $328.6 million for the nine months ended September 30, 2017, an increase of $75.8 million, or 30.0%, as compared to $252.8 million for the nine months ended September 30, 2016. The increase was primarily due to gross profit increases from finance and insurance and new vehicles, partially offset by increases in variable selling, general and administrative expenses. Total segment income margin increased 80 basis points to 9.6%.

~~Consumer Services and Plans segment income~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Consumer Services and Plans segment income was $21.7 million for the three months ended September 30, 2017, an increase of $1.8 million, or 9.2%, as compared to $19.8 million for the three months ended September 30, 2016. The segment income increase was attributable to an increase from our Good Sam TravelAssist and roadside assistance programs of $0.9 million primarily due to increased policies in force; and a $1.2 million reduction in selling, general and administrative expenses; partially offset by a decrease of $0.3 million from other ancillary products. Consumer Services and Plans segment income margin increased 327 basis points to 46.9%, which was primarily due to a 387 basis point increase in segment gross margin and reduced selling, general and administrative expenses that was largely from reduced wages.

~~Table of Contents~~

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Consumer Services and Plans segment income was $71.9 million for the nine months ended September 30, 2017, an increase of $7.9 million, or 12.4%, as compared to $63.9 million for the nine months ended September 30, 2016. The segment income increase was attributable to an increase from our vehicle insurance and Good Sam TravelAssist programs of $3.0 million primarily due to increased policies in force; increased roadside assistance contracts in force and reduced claims, together resulting in a gross profit increase of $2.0 million; an increase from our consumer shows of $0.8 million resulting from the five acquired consumer shows and one new show; a $0.1 million increase from other ancillary products, and a $2.0 million reduction in selling, general and administrative expenses primarily from reduced wages. Consumer Services and Plans segment income margin increased 268 basis points to 49.7%, which was primarily due to a $2.0 million decrease in selling, general and administrative expenses that was largely from reduced wages and a 72 basis point increase in Consumer Services and Plans gross margin.

~~Retail segment income~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Retail segment income was $93.4 million for the three months ended September 30, 2017, an increase of $22.6 million, or 31.8%, as compared to $70.9 million for the three months ended September 30, 2016. The increase was primarily due to increased segment gross profit of $75.8 million primarily due to higher revenue and sales penetration of finance and insurance products, an increase of $26.5 million primarily from increased new vehicle unit volume of 4,774 units for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, an increase of $8.9 million from parts, services and other, and an increase of $6.5 million from used vehicles; partially offset by increased selling, general and administrative expenses of $50.2 million primarily due to increased variable wages relating to increased revenue, increased variable selling expenses; and an increase of approximately $3.0 million in floor plan interest expense relating to an increase in the average floor plan balance. Retail segment income margin increased 34 basis points to 7.8%, primarily due to increased penetration of the finance and insurance revenue to 11.2% of total new and used revenue, from 9.3% for the comparable prior year period, increased used vehicle gross margin of 261 basis points, and decreased selling, general and administrative expenses as a percentage of segment gross profit of 98 basis points, partially offset by a reduction of 429 basis points in parts, services and other gross margin.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Retail segment income was $256.7 million for the nine months ended September 30, 2017, an increase of $67.8 million, or 35.9%, as compared to $188.9 million for the nine months ended September 30, 2016. The increase was primarily due to increased segment gross profit of $173.3 million primarily due to higher revenue and sales penetration of finance and insurance products, an increase of $63.3 million primarily from increased new vehicle unit volume of 14,082 units for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, an increase of $15.6 million from used vehicles, and an increase of $14.3 million from parts, services and other; partially offset by increased selling, general and administrative expenses of $101.1 million primarily relating to increased variable wages relating to increased revenue, increased variable selling expense and increased rent relating to new stores; and an increase in floor plan interest expense of approximately $4.5 million relating to an increase in the average floor plan balance. Retail segment income margin increased 93 basis points to 7.9%, primarily due to increased penetration of the finance and insurance revenue to 10.7% of total new and used revenue, from 8.9% for the comparable prior year period, increased used vehicle gross margin of 475 basis points, and decreased selling, general and administrative expenses as a percentage of segment gross profit of 262 basis points.

~~Table of Contents~~

~~Corporate and other expenses~~

~~Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016~~

Corporate and other expenses were $2.0 million for the three months ended September 30, 2017, an increase of 86.7%, as compared to $1.1 million for the three months ended September 30, 2016. The $0.9 million increase was primarily due to $0.5 million of transaction expenses associated with acquisitions into new or complementary markets, including the Gander Mountain Acquisition; and $0.4 million of other professional fees.

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Corporate and other expenses were $6.5 million for the nine months ended September 30, 2017, an increase of 167.0%, as compared to $2.4 million for the nine months ended September 30, 2016. The approximately $4.0 million increase was primarily due to $2.6 million of transaction expenses associated with the acquisitions into new or complementary markets, including the Gander Mountain Acquisition; and $1.4 million of other professional fees.

Liquidity and Capital Resources

General

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new ~~retail~~RV dealership locations, ~~including pre-opening expenses,~~ the improvement and expansion of existing retail locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs. These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our ~~IPO, proceeds from the May 2017 Public Offering,~~Class A common stock, borrowings under our ~~Existing~~ Senior Secured Credit Facilities ~~or previously under our Previous Senior Secured Credit Facilities, and~~(as defined in Part I, Item 1 of this Form 10-Q), borrowings under our Floor Plan ~~Facility.~~Facility (as defined in Part I, Item 1 of this Form 10-Q), and borrowings under our Real Estate Facilities (as defined in Part I, Item 1 of this Form 10-Q).

As a public company, our additional liquidity needs include public company costs, payment of ~~regular and special~~ cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to ~~exchange~~redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not ~~sheltered~~reduced as a result of the Tax Receivable Agreement. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners, Former Profits Unit Holders and Crestview Partners II GP, L.P. will be significant. Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see Note 1113 — Income Taxes to our ~~unaudited~~condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

~~CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders, including us,~~56

Table of ~~approximately $0.08 per common unit and~~Contents

Stock Repurchase Program

During the three months ended June 30, 2023, we ~~intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend of approximately $0.08 per share on our~~did not repurchase Class A common stock ~~subject~~under our stock repurchase program, which expires on December 31, 2025. As of June 30, 2023, $120.2 million was available under the stock repurchase program to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. During the nine months ended September 30, 2017, we paid three regular quarterly cash dividends of $0.08 per sharerepurchase additional shares of our Class A common stock. ~~CWGS, LLC is required to make cash distributions in accordance with~~

Dividends

On February 18, 2022, our Board of Directors approved the ~~CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with~~increase of the ~~regular~~portion of the quarterly cash dividend ~~along with any of our other operating expenses and other obligations. In addition, we currently intend~~relating to ~~pay a special cash dividend of~~ all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of

~~Table of Contents~~

our Annual Report) to $0.475 per share of Class A common stock from $0.35 per share, which increased the ~~holders~~total quarterly cash dividend to $0.625 per share of Class A common stock from $0.50 per share beginning in March 2022. For the three and six months ended June 30, 2023, we paid a regular quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from ~~time~~CWGS, LLC and the remaining $0.475 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of our Annual Report).

On May 24, 2023, in conjunction with the announcement of the declaration of the second quarter 2023 dividend to ~~time~~holders of Class A common stock, the Company announced that it had initiated an analysis of its capital allocation strategy as part of the Company’s commitment to driving long-term growth and maintaining a competitive dividend. After completing the capital allocation strategy analysis during July 2023, the Company announced on August 1, 2023, that the Board of Directors approved a decrease of the quarterly cash dividend to $0.125 per share of Class A common stock from $0.625 per share, beginning with the quarterly cash dividend to be paid in September 2023. This dividend will be funded entirely from the Excess Tax Distribution, with no portion funded by common unit cash distributions from CWGS, LLC. The Company believes that this decrease in the quarterly cash dividend will help the Company remain aggressive in accretive RV dealership acquisitions.

Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant. Our dividend policy has certain risks and limitations particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all. See “Dividend Policy” included in Part II, Item 5 of our Annual Report and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our ~~board~~Board of ~~directors as described under “Dividend Policy.”~~ Directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of our Annual Report.

Acquisitions and Capital Expenditures

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, the RV and Outdoor Retail segment purchased real property of $37.0 million.

We announced a number of initiatives heading into 2023, including an online RV sales process, service bay expansion, the addition of design centers to our existing store footprint, and continued expansion through dealership acquisitions. We have also announced a number of land acquisitions in anticipation of constructing new stores.

Over the next twelve months, our expansion of dealerships through acquisition and construction is expected to cost between $150.0 million and $210.0 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements. Included in this range is $100.0 million related to business acquisitions where, at a minimum, we have already signed a letter of intent with the seller. We are in the early stages of evaluating additional dealership acquisition opportunities and will update our cost estimates in future periodic reports, if necessary, as there are further developments. Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets

Table of Contents

our success criteria; continued strong cash flow generation from our operations to fund these acquisitions and new locations; and availability of financing on our Floor Plan Facility. We expect the additional cash requirements of the other announced initiatives to be immaterial.

2019 Strategic Shift

In connection with the 2019 Strategic Shift during the six months ended June 30, 2023, we paid ~~three special~~or otherwise settled $2.0 million of other associated costs. We expect that approximately $1.4 million to $3.1 million of other associated costs and $0.6 million to $7.6 million of lease termination costs will result in future cash ~~dividends~~expenditures. The process of ~~$0.0732 per share~~identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic, and these delays are expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. We expect that most of the remaining leases under the 2019 Strategic Shift will be subleased or terminated by December 31, 2023. For a discussion of the 2019 Strategic Shift and other restructuring activities, see Note 4 — Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Other Cash Requirements or Commitments

Substantially all of our ~~Class A common stock.~~new RV inventory and, at times, certain of our used RV inventory is financed under our Floor Plan Facility (defined in Note 3 – Inventories and Floor Plan Payables to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). See “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” for a summary of the cash requirements related to our indebtedness.

~~Notwithstanding our obligations under~~Cash requirements relating to the Tax Receivable Agreement weliability, operating and finance lease obligations, and service and marketing sponsorship agreements have not materially changed since our Annual Report.

Sources of Liquidity and Capital

We believe that our sources of liquidity and capital including cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part I, Item 2 of this Form 10-Q), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the ~~Gander Mountain Acquisition, regular~~opening of any additional RV dealership locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur ~~as a public company~~ for at least the next twelve months. However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our ~~Existing~~ Revolving Credit Facility, or our Floor Plan Facility, our Real Estate Facilities, including the potential additional borrowings noted above, will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future and if availability under our ~~Existing~~ Revolving Credit Facility, or our Floor Plan Facility, our Real Estate Facilities is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may impose significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at ~~all.~~all, including the expected additional borrowings noted above and particularly in light of the current macroeconomic uncertainty. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” included in Part I, Item 1A of our Annual Report.

As of ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016,~~2022, and June 30, 2022, we had working capital of ~~$343.7~~$601.9 million, $611.3 million, and ~~$266.8~~$697.4 million, respectively, including ~~$163.2~~$54.5 million, $130.1 million, and ~~$114.2~~$134.0 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of ~~$78.9~~$96.9 million, $95.7 million, and ~~$68.6~~$95.7 million as of ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016, respectively, which reduces working capital.~~2022, and June 30, 2022, respectively. Deferred revenue primarily consists of cash collected for

Table of Contents

club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the ~~membership.~~membership, and deferred revenue for the annual guide. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. Our Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows us to transfer cash as an offset to the payables under the Floor Plan Facility. The FLAIR offset account at June 30, 2023 was $133.5 million, all of which could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.

Seasonality

We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditionsbusiness (see Note 1 — Summary of Significant Accounting Policies — Seasonality to our condensed consolidated financial statements included in ~~some geographic areas may impact demand.~~Part I, Item 1 of this Form 10-Q).

We generate a disproportionately higher amount of our annual revenue in our second and third fiscal quarters, respectively, which include the spring and summer months. We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs. If, for any reason, we miscalculate the demand for our products or our product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could cause our annual results of operations to suffer and our stock price to decline.

Additionally, SG&A expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the timing of acquisitions and the seasonality of our business. We prefer to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be re‑modeled and to ramp up operations ahead of the spring and summer months. The timing of our acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has resulted in SG&A expenses as a percentage of gross profit being higher in these quarters.

~~Table of Contents~~

Cash Flow

The following table shows summary cash ~~flows~~flow information for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016:~~2022:


	Nine Months Ended
	September 30,


					Six Months Ended June 30,
(In thousands)	2017		2016		2023		2022
Net cash provided by operating activities	$	208,099	$	316,027	$	227,964	$	183,994
Net cash used in investing activities		(405,116)		(98,987)		(131,907)		(131,505)
Net cash provided by (used in) financing activities		246,046		(193,999)
Net increase in cash and cash equivalents	$	49,029	$	23,041
Net cash used in financing activities						(171,730)		(185,864)
Net decrease in cash and cash equivalents					$	(75,673)	$	(133,375)

Operating activities.Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail ~~parts,~~products and services and ~~consumer~~Good Sam services and plans. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned. Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various ~~consumer~~ services and program costs.

Net cash provided by operating activities was ~~$208.1~~$228.0 million ~~for~~in the ~~nine~~six months ended ~~September~~June 30, ~~2017, a decrease~~2023, an increase of ~~$107.9~~$44.0 million from ~~$316.0~~$184.0 million of net cash provided by operating activities ~~for~~in the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. The ~~decrease~~increase was primarily due to ~~$219.0~~a $279.4 million ~~from increases~~increase in the working capital adjustment for inventory, ~~balances,~~a $28.0 million increase in the working capital adjustment for accounts receivable and contracts in transit, an $6.6 million increase in the working capital adjustment for prepaid expenses and other assets, and a $4.9 million increase in long-lived asset impairment, partially offset by a ~~$37.2~~$235.7 million ~~increase~~reduction in net income, a $19.3 million decrease in the working capital adjustment for accounts payable and accrued ~~liabilities, $23.5~~expenses, an $11.3 million ~~of other net favorable changes,~~decrease in depreciation and amortization, a $7.8 million decrease in equity-based compensation, and a ~~$50.4~~$5.6 million increase in ~~net income.~~ gain on sale or disposal of assets.

Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of ~~retail~~RV dealership locations. Substantially all of our new ~~retail~~RV dealership locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our ~~Existing Senior Secured~~various credit facilities, other long-term debt, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Summary of Credit ~~Facilities.~~Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part I, Item 2 of this Form 10-Q).

Table of Contents

The table below summarizes our capital expenditures for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016:~~2022:


	Nine Months Ended
	September 30,


					Six Months Ended June 30,
(In thousands)	2017		2016		2023		2022
IT hardware and software	$	11,570	$	5,546	$	5,639	$	6,182
Greenfield and acquired retail locations		24,896		5,708
Greenfield and acquired dealership locations						18,873		23,336
Existing retail locations		11,483		14,278		23,944		35,958
Corporate and other		1,810		3,671		4,607		3,528
Total capital expenditures	$	49,759	$	29,203	$	53,063	$	69,004

Our capital expenditures consist primarily of investing in acquired and greenfield retail and ~~acquired retail~~RV dealership locations, existing retail locations, information technology, hardware, and software. The expected minimum capital expenditures relating to new dealerships and real estate purchases through December 31, 2023 are discussed above. As of June 30, 2023, we had entered into contracts for construction of new dealership buildings for an aggregate future commitment of capital expenditures of $32.2 million. There were no other material commitments for capital expenditures as of ~~September~~June 30, ~~2017.~~2023.

Net cash used in investing activities was ~~$405.1~~$131.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2023. The ~~$405.1~~$131.9 million of cash used in investing activities was ~~primarily composed~~comprised of ~~$345.1~~$74.4 million for the acquisition of ~~fifteen~~RV dealerships, net of cash acquired, $53.1 million of capital expenditures primarily related to retail locations, ~~three consumer shows, Gander Mountain~~$37.0 million for the purchases of real property, $3.4 million for the purchase of and ~~Overton’s, TheHouse.com,~~loans to other investments, and ~~W82 (see~~$1.7 million for the purchases of intangible assets, partially offset by proceeds from the sale of real property of $35.6 million and proceeds of $2.0 million from the sale of property and equipment.

Net cash used in investing activities was $131.5 million for the six months ended June 30, 2022. The $131.5 million of cash used in investing activities was comprised of $69.0 million of capital expenditures primarily related to retail locations, $38.2 million for the purchase of RV and outdoor retail businesses and a publication business, $28.0 million for the purchases of real property, $3.0 million for purchase of other investments, and $0.7 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $6.8 million and proceeds of $0.7 million from the sale of property and equipment. See Note ~~9 —~~12 – Acquisitions to our ~~unaudited~~condensed consolidated financial statements included in Part 1, Item 1 of this Form 10-Q.

Financing activities. Our financing activities primarily consist of proceeds from the issuance of debt, the repayment of principal, cash dividends to holders of Class A common stock, and cash distributions to holders of CWGS, LLC common units.

Our net cash used in financing activities was $171.7 million for the six months ended June 30, 2023. The $171.7 million of cash used in financing activities was primarily due to $131.5 million of net payments on borrowings under the Floor Plan Facility, $55.6 million of dividends paid on Class A common stock, $22.8 million of payments on long-term debt, $16.8 million of member distributions, $2.8 million for finance lease payments, $0.9 million for debt issuance costs payments, and $0.6 million of withholding taxes paid upon the vesting of restricted stock units (“RSUs”), partially offset by $59.2 million of proceeds from long-term debt and by $0.1 million of proceeds from exercise of stock options.

Our net cash used in financing activities was $185.9 million for the six months ended June 30, 2022. The $185.9 million of cash used in financing activities was primarily due to $115.7 million of member distributions, $79.8 million for the repurchase of Class A common stock, $52.5 million of dividends paid on Class A common stock, $7.9 million of payments on long-term debt, $3.0 million for finance lease payments, and $1.5 million of withholding taxes paid upon the vesting of RSUs, partially offset by $40.4 million of net proceeds from borrowings under the Floor Plan Facility, $28.0 million of net proceeds from a sale-leaseback arrangement, $6.0 million of proceeds from landlord funded construction on finance leases, and $0.3 million of proceeds from exercise of stock options.

Table of Contents

Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements

The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities and other long-term debt and finance lease arrangements (see definitions and further details in Note 3 – Inventories and Floor Plan Payables, Note 7 – Long-Term Debt, and Note 8 – Leases to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q)~~. The remaining cash used~~ at June 30, 2023:


				Current			Remaining
(In thousands)	Outstanding			Portion			Available
Floor Plan Facility:
Notes payable - floor plan	$	1,155,356		$	1,155,356		$	322,498	⁽¹⁾
Revolving line of credit		20,885			—			49,115	⁽²⁾
Senior Secured Credit Facilities:
Term Loan Facility		1,351,543			14,015			—
Revolving Credit Facility		—			—			22,750	⁽³⁾
Other:
Real Estate Facilities		192,574	⁽⁴⁾		12,642	⁽⁴⁾		68,394	⁽⁵⁾
Other long-term debt		8,403			315			—
Finance lease obligations		104,678			5,337			—
	$	2,833,439		$	1,187,665		$	462,757

(1)

The unencumbered borrowing capacity for the Floor Plan Facility represents the additional borrowing capacity less any accounts payable for sold inventory and less any purchase commitments. Additional borrowings are subject to the vehicle collateral requirements under the Floor Plan Facility. In July 2023, an amendment to the Floor Plan Facility increased the borrowing capacity under the floor plan notes payable by $150.0 million.

(2)

The revolving line of credit borrowings are limited by a borrowing base calculation but were not limited as of June 30, 2023.

(3)

The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit. The Credit Agreement requires compliance with a Total Net Leverage Ratio covenant when borrowings on the Revolving Credit Facility (excluding certain amounts relating to letters of credit) is over a 35%, or $22.8 million, threshold (Note 7 – Long-Term Debt to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million in light of this financial covenant at June 30, 2023.

(4)

Includes $4.1 million outstanding and $0.2 million current portion that are classified as liabilities related to assets held for sale (see Note 5 – Assets Held for Sale).

(5)

Additional borrowings on the Real Estate Facilities are subject to a debt service coverage ratio covenant and to the property collateral requirements under the Real Estate Facilities.

We have experienced an increase in ~~investing activities was composed~~interest rates, which are expected to remain elevated throughout 2023. As of ~~approximately $49.8 million of capital expenditures~~June 30, 2023 and ~~$16.8~~2022, the applicable interest rate for the ~~purchase of real property, partially offset by proceeds of $6.0 million from the sale of real property and $0.6 million from the sale of property and equipment.~~

Net cash used in investing activities was $99.0 million for the nine months ended September 30, 2016. The $99.0 million of cash used in investing activities included $67.7 million for the acquisition of five

~~Table of Contents~~

retail locations, of which four were opened and one was scheduled to open in the fourth quarter of 2016, a wholesale parts dealer and six consumer shows, in addition to $29.2 million of capital expenditures and $12.9 million for the purchase of real property, partially offset by proceeds from the sale and leaseback of real property and property and equipment of approximately $7.3 million and $3.5 million, respectively.

~~Financing activities.~~ ~~Our financing activities primarily consist of proceeds from the issuance of debt and the repayment of principal and debt issuance costs~~.

Our net cash provided by financing activities was $246.0 million for the nine months ended September 30, 2017. The $246.0 million of cash provided by financing activities was primarily due to $174.5 million of borrowingsfloor plan notes payable under the Floor Plan Facility ~~$121.4 million~~was 7.35% and 2.93%, respectively. As of ~~proceeds we received from~~June 30, 2023 and 2022, the ~~May 2017 Public Offering, and $94.8 million of net proceeds from long-term debt, partially offset by $125.0 million of non-controlling~~average interest ~~member distributions, $11.9 million of dividends paid on Class A common stock, $5.6 million of principal payments under~~rate for the ~~Existing~~ Term Loan Facility was 7.66% and 3.82%, respectively. The increase in interest rates and, to a lesser extent, higher average principal balances on our Real Estate Facilities have resulted in a combined year-over-year increase of our floor plan interest expense and other ~~financing uses~~interest expense, net of ~~$2.2~~$30.5 million ~~during the nine months ended September 30, 2017.~~

~~Our net cash used in financing activities was $194.0~~and $61.9 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2016. The $194.0 million of cash used in financing activities was primarily due~~2023 compared to ~~$214.8 million of member distributions, $66.0 million of principal payments under~~ the ~~Floor Plan Facility, principal payments under the Previous Senior Secured Credit Facilities of $43.6 million,~~three and ~~other financing uses of $3.9 million, partially offset by $134.3 million of borrowings under the Floor Plan Facility during the nine~~six months ended ~~September~~June 30, ~~2016.~~2022, respectively.

~~Description of Senior Secured Credit Facilities and Floor Plan Facility~~

As of September 30, 2017 and December 31, 2016, we had outstanding debt in the form of our credit agreement that included a $734.5 million and $645.0 million term loan (the ‘‘Existing Term Loan Facility’’), respectively, and $35.0 million of commitments for revolving loans (the ‘‘Existing Revolving Credit Facility’’ and, together with the Existing Term Loan Facility, the ‘‘Existing Senior Secured Credit Facilities’’) and our floor plan financing facility with $1.165 billion in maximum borrowing availability and a letter of credit commitment of $15.0 million (the ‘‘Floor Plan Facility’’). We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In the past, we have used interest rate swap derivatives to diversify our debt portfolio between fixed and variable rate instruments. For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part I, Item 3 of this Form 10-Q.

~~Existing Senior Secured Credit Facilities~~

~~The following table details the outstanding amounts and available borrowings under our Existing Senior Secured Credit Facilities as of September 30, 2017 and December 31, 2016 (in thousands):~~

September 30,

December 31,

2017

2016
Existing Senior Secured Credit Facilities:

Existing Term Loan Facility:

Principal amount of borrowings

$
740,000

$
645,000
Less: cumulative principal payments

(5,550)

—
Less: unamortized original issue discount

(5,880)

(6,349)
Less: finance costs

(11,663)

(11,898)

716,907

626,753
Less: current portion

(7,400)

(6,450)
Long-term debt, net of current portion

$
709,507

$
620,303
Existing Revolving Credit Facility:

Total commitment

$
35,000

$
35,000
Less: outstanding letters of credit

(3,237)

(3,237)
Additional borrowing capacity

$
31,763

$
31,763

~~Table of Contents~~

On March 17, 2017, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, entered into a First Amendment (the “First Amendment”) to the Credit Agreement, dated as of November 8, 2016 (as amended, the "Existing Credit Agreement"). Per the terms of the First Amendment, the Borrower’s $645.0 million term loan facility was increased by $95.0 million to $740.0 million. The proceeds from the additional borrowings were used to purchase dealerships within FreedomRoads. No other terms of the Credit Agreement were amended.

On October 6, 2017, we further amended our Existing Credit Agreement. This amendment, among other things, (i) increased our Existing Term Loan Facility by $205.0 million to an outstanding principal amount of $939.5 million, (ii) amended the applicable margin to 2.00% from 2.75% per annum, in the case of base rate loans, and to 3.00% from 3.75% per annum, in the case of LIBOR loans and, (iii) increased the quarterly amortization payment to $2.4 million. See Note 18 — Subsequent Events to our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

~~See our Annual Report for a further discussion of the terms of the Existing Senior Secured Credit Facilities.~~

~~Floor Plan Facility~~

~~The following table details the outstanding amounts and available borrowings under our Floor Plan Facility as of September 30, 2017 and December 31, 2016 (in thousands):~~

September 30,

December 31,

2017

2016
Floor Plan Facility:

Notes payable — floor plan:

Total commitment

$
1,165,000

$
1,165,000
Less: borrowings

(799,682)

(625,185)
Additional borrowing capacity

$
365,318

$
539,815
Letters of credits:

Total commitment

$
15,000

$
15,000
Less: outstanding letters of credit

(8,020)

(8,020)
Additional borrowing capacity

$
6,980

$
6,980

~~See our Annual Report for a further discussion of the terms of the Floor Plan Facility.~~

Sale/Leaseback Arrangements

We have in the past and may in the future enter into ~~sale‑leaseback~~sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which vary from period to period.

On February 8, 2022, FRHP Lincolnshire, LLC sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company will lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the

Table of Contents

end of the initial lease terms. The financial liability is included in other long-term liabilities in the condensed consolidated balance sheet as of June 30, 2023.

Deferred Revenue ~~and Gains~~

Deferred revenue ~~and gains consist~~consists of our sales for products not yet recognized as revenue at the end of a given ~~period and deferred gains on sale-leaseback and derecognition of right to use asset transactions.~~period. Our deferred revenue ~~and deferred gains~~ as of ~~September~~June 30, 2017 were $124.2 million and $11.5 million, respectively. Deferred revenue is expected to be recognized as revenue and deferred gains are expected to be recognized ratably over the lease terms as an offset to rent expense.2023 was $166.7 million.

~~Off-Balance Sheet Arrangements~~

~~As of September 30, 2017, we did not have any off-balance sheet arrangements, except for operating leases entered into in the normal course of business.~~

~~Table of Contents~~

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP, and in doing so, we have to make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances. Different assumptions and judgments would change estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change our results from those reported. We evaluate our critical accounting estimates, assumptions and judgments on an ongoing basis.

There has been no material change in our critical accounting policies and estimates from those previously reported and disclosed in our Annual Report.

Recent Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies to our ~~unaudited~~ condensed consolidated financial statements in Item 1, of Part I of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in ~~inflation and~~ interest rates. ~~All of these~~This market ~~risks arise~~risk arises in the normal course of business, as we do not engage in speculative trading activities. The following analysis provides quantitative information regarding ~~these risks.~~this risk.

~~Impact of Inflation~~

We believe that inflation over the last three fiscal years has not had a significant impact on our operations; however, we cannot assure you there will be no such effect in the future. Our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Additionally, the cost of remodeling acquired retail locations and constructing new retail locations is subject to inflationary increase in the costs of labor and material, which results in higher rent expense on new retail locations. Finally, we finance substantially all of our inventory through various revolving floor plan arrangements with interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our ~~Existing~~ Senior Secured Credit Facilities, ~~and~~ our Floor Plan Facility, and our Real Estate Facilities, which ~~carries~~carry variable interest rates. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. ~~Advances under~~Because our ~~Existing~~ Senior Secured Credit Facilities, ~~which include the Existing Term Loan~~Floor Plan Facility, and ~~the Existing Revolving Credit Facility, is tied to a borrowing base and bear interest at variable rates. Additionally, under our Floor Plan~~Real Estate Facilities ~~we have the ability to draw on revolving floor plan arrangements, which bear interest at variable rates. Because our Existing Senior Secured Credit Facilities and Floor Plan Facility~~ bear interest at variable rates, we are exposed to market risks relating to changes in interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. As of September 30, 2017, we had no outstanding borrowings under our Existing Revolving Credit Facility aside from letters of credit in the aggregate amount of $3.2 million outstanding under the Existing Revolving Credit Facility, $717.0 million of variable rate debt outstanding under our Existing Term Loan Facility, net of $5.9 million of unamortized original issue discount and $11.7 million of finance costs, and $799.7 million in outstanding borrowings under our Floor Plan Facility.

Based on ~~September~~June 30, ~~2017~~2023 debt levels (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part I, Item 2 of this Form 10-Q), an increase or decrease of 1%100 basis points in the effective interest rate would cause an increase or decrease in interest ~~expense~~ expense:

•

under our ~~Existing~~ Term Loan Facility of $13.9 million over the next 12 months;

•

under our Floor Plan Facility of approximately $11.7 million over the next 12 months;

•

under our Floor Plan Facility revolving line of credit of approximately $0.2 million over the next 12 months;

•

under our Real Estate Facilities of approximately $2.0 million over the next 12 months; and

•

under our Other Long-Term Debt would be immaterial.

Table of ~~$7.4 million and $3.6 million, respectively, over the next 12 months and an increase or decrease~~Contents

See “Results of 1%Operations” in ~~the effective rate would cause an increase or decrease in~~Part I, Item 2 of this Form 10-Q for a discussion of interest expense ~~under our Floor Plan Facility of approximately $8.0 million over~~for the ~~next 12 months.~~ six months ended June 30, 2023 compared to the six months ended June 30, 2022, respectively.

We do not use derivative

~~Table of Contents~~

financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~June 30, ~~2017.~~2023.

Changes in Internal Control over Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended ~~September~~June 30, ~~2017,~~2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1:1. Legal Proceedings

See Note 10 – Commitments and Contingencies to our condensed consolidated financial statements in Item 1, Part I of this Form 10-Q.

We are engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment-related matters, breach of contracts, products liabilities, consumer protection and intellectual property matters resulting from our business activities. We do not believe that the ultimate resolution of these pending claims will have a material adverse effect on our business, financial condition or results of operations. However, litigation is subject to many uncertainties, and the outcome of certain individual litigated matters may not be reasonably predictable and any related damages may not be estimable. Some litigation matters could result in an adverse outcome to us, and any such adverse outcome could have a material adverse effect on our business, financial condition and results of operations.

Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 filed with the Securities and Exchange Commission on ~~March 13, 2017, other than with respect to the risk factors described below.~~

~~Risks Related to the Gander Mountain Acquisition~~

If we continue to open and operate existing Gander Mountain retail locations, we may be required to raise additional funds in order to fund such openings. We cannot assure you that the terms of any additional debt or equity financing we obtain to fund the openings will be favorable to us.

February 23, 2023.

Table of Contents

another 40 to 45 stores during the second and third quarters of 2018, with measured growth thereafter. We assumed 15 Gander Mountain leases on October 6, 2017 through the exercise of Designation Rights and expect to enter into new leases for the other locations. As a result, we will begin to incur meaningful incremental expenses without the benefit of the full revenue as we begin to ramp the Gander Outdoors business and open stores.

Based on our current plans, we currently expect to fund the opening and initial working capital needs of our current goal to operate Gander Mountain stores and certain liabilities that we will assume in connection therewith with available cash on hand and proceeds from the Second Amendment to our Senior Secured Credit Facilities. We may also be required to raise additional capital from equity or debt financing to finance the opening and operation of Gander Mountain stores. We cannot assure you that we will be able to obtain such additional equity or debt financing on favorable terms or at all. Moreover, the issuance by us of Class A common stock in any future offerings may result in substantial dilution to our existing stockholders and may have a material adverse effect on the market price of our Class A common stock. Furthermore, to the extent that we need to incur additional debt financing in connection with the opening and operation of any Gander Mountain retail locations, such debt financings may have an adverse effect on our financial condition and may limit our ability to obtain financing in the future.

Additionally, if we fail to realize the expected benefits from the Gander Mountain Acquisition or if the financial performance of Gander Mountain and Overton's do not meet our current expectations, it may make it more difficult for us to service our debt and our results of operations may fail to meet expectations.

~~We may not complete the opening of Gander Mountain retail locations within the time frame we anticipate or at all, which could have a negative effect on our business and our results of operations.~~

On May 26, 2017, CWI, an indirect subsidiary of the Company, completed the acquisition of certain assets of Gander Mountain and its Overton's boating business through a bankruptcy auction that took place in April 2017 for $35.4 million in cash and $1.1 million of contingent consideration, as described in Note 9 — Acquisitions to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

The assets acquired include the right to designate any real estate leases for assignment to CWI or other third parties through the Designation Rights, other agreements CWI elects to assume, intellectual property rights, operating systems and platforms, certain distribution center equipment, Overton’s inventory, the Gander Mountain and Overton's e-commerce businesses and fixtures and equipment for Overton's two retail locations and corporate operations. Furthermore, CWI committed to exercise Designation Rights and take an assignment of no fewer than 15 Gander Mountain retail leases on or before October 6, 2017, in addition to the two Overton's retail leases assumed at the closing of the acquisition. The Designation Rights expired on October 6, 2017 after CWI elected to be designated 15 Gander Mountain retail leases. CWI also assumed certain liabilities, such as cure costs for leases and other agreements it elected to assume, accrued time off for employees retained by CWI and retention bonuses payable to certain key Gander Mountain employees retained by CWI. The cure costs for the 15 Gander Mountain leases assumed under the Designation Rights were approximately $1.1 million.

Contingent on our final lease negotiations, our current plan is to open the initial 15 to 20 Gander Mountain stores, which will be rebranded as Gander Outdoors, by the end of the first quarter of 2018 and another 40 to 45 stores during the second and third quarters of 2018, with measured growth thereafter. We assumed 15 Gander Mountain leases on October 6, 2017 through the exercise of Designation Rights and expect to enter into new leases for the other locations. As a result, we will begin to incur meaningful incremental expenses without the benefit of the full revenue as we begin to ramp the Gander Outdoors business and open stores. Additionally, given the current liquidation of the existing Gander Mountain inventory, we will need to continue to supply each retail location that we determine to operate with new inventory in a timely manner, which may also require us to raise additional capital from equity or debt financings. If we are unable to negotiate lease terms with the landlords acceptable to us, order new inventory or raise additional capital, in each case, within the expected time frame, or at all, it could have a negative effect on our financial performance and our ability to execute on our operating strategy for Gander Mountain.

~~Table of Contents~~

Combining Gander Mountain (including Overton's) with Camping World may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the transaction may not be fully realized.

The success of the Gander Mountain Acquisition, including the realization of anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine the businesses of Gander Mountain (including Overton's) and Camping World. The integration may be more difficult, costly or time consuming than expected. It is possible that the integration process could result in the loss of key employees or the disruption of each company's ongoing businesses or that the alignment of standards, controls, procedures and policies may adversely affect the combined company's ability to maintain relationships with clients, customers, suppliers and employees or to fully achieve the anticipated benefits and cost savings of the transaction. The loss of key employees could adversely affect our ability to successfully conduct our existing business in the markets in which Gander Mountain and Overton's operated prior to the Gander Mountain Acquisition, which could have an adverse effect on our financial results and the market price of our Class A common stock. Other potential difficulties of combining the businesses of Gander Mountain (including Overton's) and Camping World include unanticipated issues in integrating suppliers, logistics, distribution, retail operations, negotiation of lease terms with landlords on terms acceptable to us, information communications and other systems. We also expect to continue to incur non-recurring charges, including transaction costs, directly attributable to the Gander Mountain Acquisition and the opening of these retail locations.

If we experience difficulties with the integration process, the anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Camping World and Gander Mountain (including Overton's) during this transition period and for an undetermined period after completion of the Gander Mountain Acquisition on the combined company.

Moreover, in connection with the opening of the Gander Mountain retail locations, we expect that we will continue to expand into numerous new markets and will be selling various new product lines or categories, including firearms. See "— We may incur costs from litigation relating to products that we currently sell as a result of the consummation of the Gander Mountain Acquisition and the opening of retail locations, particularly firearms and ammunition, which could adversely affect our total revenue and profitability." As a result, opening retail locations may be more costly or time consuming than expected. Additionally, our unfamiliarity with the Gander Mountain product lines and new markets may also impact our ability to operate these locations profitably once they are opened. Other factors that may impact the profitability of these retail locations include our ability to retain existing store personnel or hire and train new store personnel, especially management personnel, our ability to provide a satisfactory mix of merchandise, our ability to negotiate favorable lease agreements, our ability to supply retail locations with inventory in a timely manner and the other factors described under "— Risks Related to our Business — Our expansion into new, unfamiliar markets, products lines or categories presents increased risks that may prevent us from being profitable in these new markets, products lines or categories. Delays in opening or acquiring new retail locations could have a material adverse effect on our business, financial condition and results of operations." under ‘‘Risk Factors’’ in Item 1A of Part I of our Annual Report. As a result, we cannot assure you that we will be successful in operating the Gander Mountain business on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

~~We and Gander Mountain (including Overton's) will be subject to business uncertainties while the liquidation sales are pending.~~

Uncertainty about the effect of the Gander Mountain Acquisition, the timing of the completion of liquidation sales at Gander Mountain's existing stores and the expected opening and operation of Gander Mountain and Overton's retail locations on employees, customers and suppliers may have an adverse effect on us. These uncertainties may impair our or Gander Mountain's (including Overton's) ability to attract, retain and motivate key personnel until the liquidation sales are completed, and could cause customers, suppliers and others that deal with Gander Mountain (including Overton's) or us to seek to change existing business relationships with Gander Mountain (including Overton's) or us. If key employees depart or current customers

~~Table of Contents~~

or suppliers terminate or modify their business relationships with us or Gander Mountain (including Overton's) because of issues relating to the uncertainty of the timing of the completion of liquidation sales at Gander Mountain's existing stores, the timing of the opening of retail locations and difficulty of integration or a desire not to remain with us or Gander Mountain (including Overton's), our business could be harmed.

The obligations and liabilities of Gander Mountain (including Overton's), some of which may be unanticipated or unknown, may be greater than we have anticipated which may diminish the value of Gander Mountain (including Overton's) to us.

Under the asset purchase agreement entered into in connection with the Gander Mountain Acquisition, we have assumed, and will continue to assume, certain liabilities associated with Gander Mountain, including cure costs for real property leases and other agreements we elect to assume, accrued time off for employees retained by us and retention bonuses payable to certain key Gander Mountain employees retained by us. These liabilities may be greater than we have anticipated. The obligations and liabilities of Gander Mountain (including Overton's) could have a material adverse effect on Gander Mountain's (including Overton's) business or Gander Mountain (including Overton's) value to us or on our business, financial condition or results of operations.

We may incur costs from litigation relating to products that we currently sell as a result of the Gander Mountain Acquisition and the opening of retail locations, particularly firearms and ammunition, which could adversely affect our total revenue and profitability.

We may incur damages due to lawsuits relating to products we currently sell as a result of the Gander Mountain Acquisition and the opening of Gander Mountain retail locations, including, but not limited to, lawsuits relating to firearms, ammunition, tree stands and archery equipment. We may incur losses due to lawsuits, including potential class actions, relating to our performance of background checks on firearms purchases and compliance with other sales laws as mandated by state and federal law. We may also incur losses from lawsuits relating to the improper use of firearms or ammunition sold by us, including lawsuits by municipalities or other organizations attempting to recover costs from manufacturers and retailers of firearms and ammunition. Our insurance coverage and the insurance provided by our vendors for certain products they sell to us may be inadequate to cover claims and liabilities related to products that we sell. In addition, claims or lawsuits related to products that we sell, or the unavailability of insurance for product liability claims, could result in the elimination of these products from our product line, thereby reducing total revenue. If one or more successful claims against us are not covered by or exceed our insurance coverage, or if insurance coverage is no longer available, our available working capital may be impaired and our operating results could be materially adversely affected. Even unsuccessful claims could result in the expenditure of funds and management time and could have a negative impact on our profitability and on future premiums we would be required to pay on our insurance policies.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock for the periods indicated:


Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs⁽¹⁾	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs⁽¹⁾
April 1, 2023 to April 30, 2023	—	$—	—	$120,166,000
May 1, 2023 to May 31, 2023	—	—	—	120,166,000
June 1, 2023 to June 30, 2023	—	—	—	120,166,000
Total	—	$—	—	$120,166,000

(1)

On October 30, 2020, our Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, our Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million of the Company’s Class A common stock, respectively. Following these extensions, the stock repurchase program now expires on December 31, 2025. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the board’s discretion.

The table above excludes shares net settled by the Company in connection with tax withholdings associated with the vesting of restricted stock units as these shares were not issued and outstanding.

~~None.~~

Item 3:3. Defaults Upon Senior Securities

None.

Item 4:4. Mine Safety Disclosures

Not applicable.

Item 5:5. Other Information

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibits Index

~~None.~~


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc.	10-Q	001-37908	3.1	11/10/16

3.2	Amended and Restated Bylaws of Camping World Holdings, Inc.	10-Q	001-37908	3.2	11/10/16

4.1	Specimen Stock Certificate evidencing the shares of Class A common stock	S-1/A	333-211977	4.1	9/13/16

5864

Table of Contents


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
10.1	Amendment No. 1 to the Eighth Amended and Restated Credit Agreement, dated July 18, 2023, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto	8-K	001-37908	10.1	7/20/23

10.2	Second Amendment to Employment Agreement with Karin L. Bell, dated July 13, 2023					*

10.3	Employment Agreement, effective as of July 13, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Thomas E. Kirn					*

10.4	Employment Agreement, effective as of July 13, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Lindsey Christen					*

31.1	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer					*

31.2	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer					*

32.1	Section 1350 Certification of Chief Executive Officer					**

32.2	Section 1350 Certification of Chief Financial Officer					**

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					***

101.SCH	Inline XBRL Taxonomy Extension Schema Document					***

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					***

~~Item 6: Exhibits~~

~~Exhibits Index~~

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed/
Furnished
Herewith
3.1

Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc.

10-Q

001-37908

3.1

11/10/16

3.2

Amended and Restated Bylaws of Camping World Holdings, Inc.

10-Q

001-37908

3.2

11/10/16

4.1

Specimen Stock Certificate evidencing the shares of Class A common stock

S-1/A

333‑211977

4.1

9/13/16

10.1

Second Amendment to Credit Agreement, dated October 6, 2017, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

8-K

001-37908

10.1

10/10/17

31.1

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

*

31.2

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer

*

32.1

Section 1350 Certification of Chief Executive Officer

**

32.2

Section 1350 Certification of Chief Financial Officer

**

101.INS

XBRL Instance Document

***

101.SCH

XBRL Taxonomy Extension Schema Document

***

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

***

101.DEF

XBRL Extension Definition Linkbase Document

***

101.LAB

XBRL Taxonomy Label Linkbase Document

***

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

***

5965


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
101.DEF	Inline XBRL Extension Definition Linkbase Document					***

101.LAB	Inline XBRL Taxonomy Label Linkbase Document					***

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					***

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)					***

* Filed herewith

** Furnished herewith

***Submitted electronically herewith

SIGNATURE

~~SIGNATURE~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Camping World Holdings, Inc.

Date: ~~November 9, 2017~~August 2, 2023	By:	/s/ ~~Thomas F. Wolfe~~Karin L. Bell
		Karin L. Bell
		~~Thomas F. Wolfe~~
		Chief Financial Officer ~~and Secretary~~

		(Authorized Officer and Principal Financial Officer)


		Page
			~~Page~~


PART I. FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)	5
	Unaudited Condensed Consolidated Balance Sheets – ~~September~~June 30, ~~2017 and~~2023, December 31, ~~2016~~2022, and June 30, 2022	5
	Unaudited Condensed Consolidated Statements of Operations – Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022	6
	Unaudited Condensed Consolidated ~~Statement~~Statements of Stockholders’ Equity ~~(Deficit)~~ – ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2017~~2023 and 2022	7
	Unaudited Condensed Consolidated Statements of Cash Flows ~~– Nine~~–Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022	89
	Notes to Unaudited Condensed Consolidated Financial Statements	1011
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3135
Item 3	Quantitative and Qualitative Disclosures About Market Risk	5462
Item 4	Controls and Procedures	5563

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	5563
Item 1A	Risk Factors	5563
Item 2	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	5864
Item 3	Defaults Upon Senior Securities	5864
Item 4	Mine Safety Disclosures	5864
Item 5	Other Information	5864
Item 6	Exhibits	5964

Signatures		6167


	September 30,		December 31,
	2017		2016
Assets
Current assets:
Cash and cash equivalents	$	163,225	$	114,196
Contracts in transit		79,499		29,012
Accounts receivable, net		73,700		58,488
Inventories, net		1,204,138		909,254
Prepaid expenses and other assets		27,685		21,755
Total current assets		1,548,247		1,132,705
Property and equipment, net		183,485		130,760
Deferred tax assets, net		262,433		125,878
Intangibles assets, net		37,972		3,386
Goodwill		328,402		153,105
Other assets		17,940		17,931
Total assets	$	2,378,479	$	1,563,765
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	158,026	$	68,655
Accrued liabilities		125,349		78,044
Deferred revenues and gains		78,934		68,643
Current portion of capital lease obligations		908		1,224
Current portion of tax receivable agreement liability		7,378		991
Current portion of long-term debt		7,400		6,450
Notes payable – floor plan, net		799,682		625,185
Other current liabilities		26,822		16,745
Total current liabilities		1,204,499		865,937
Capital lease obligations, net of current portion		207		841
Right to use liability		10,231		10,343
Tax receivable agreement liability, net of current portion		102,485		18,190
Long-term debt, net of current portion		709,507		620,303
Deferred revenues and gains		56,782		52,210
Deferred tax liabilities		49		—
Other long-term liabilities		35,775		24,156
Total liabilities		2,119,535		1,591,980
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of September 30, 2017 and December 31, 2016		—		—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 30,227,113 issued and 30,227,061 outstanding as of September 30, 2017 and 18,935,916 issued and outstanding as of December 31, 2016		302		189
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued; and 57,031,184 outstanding as of September 30, 2017 and 62,002,729 outstanding as of December 31, 2016		6		6
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of September 30, 2017 and December 31, 2016		—		—
Additional paid-in capital		157,031		74,239
Retained earnings		35,655		544
Total stockholders' equity attributable to Camping World Holdings, Inc.		192,994		74,978
Non-controlling interests		65,950		(103,193)
Total stockholders' equity (deficit)		258,944		(28,215)
Total liabilities and stockholders' equity (deficit)	$	2,378,479	$	1,563,765


										Additional				Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Retained		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		Earnings		Interest		Total
Balance at January 1, 2017	18,936		189	62,003		6	—		—		74,239		544		(103,193)		(28,215)
Issuance of Class A common stock sold in a public offering, net of underwriting discounts, commissions and offering costs	4,600		46	—		—	—		—		121,399		—		—		121,445
Non-controlling interest adjustment for purchase of common units from CWGS, LLC with proceeds from a public offering	—		—	—		—	—		—		(53,648)		—		87,203		33,555
Issuance of Class A common stock for an acquisition by a subsidiary	164		1	—		—	—		—		5,719		—		—		5,720
Non-controlling interest adjustment for capital contribution of Class A common stock for an acquisition by a subsidiary	—		—	—		—	—		—		(2,261)		—		3,678		1,417
Equity-based compensation	—		—	—		—	—		—		2,792		—		—		2,792
Vesting of restricted stock units	—		—	—		—	—		—		—		—		—		—
Repurchases of Class A common stock	—		—	—		—	—		—		—		—		—		—
Redemption of LLC common units for Class A common stock	6,526		66	(4,972)		—	—		—		69,091		—		5,191		74,348
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(124,996)		(124,996)
Dividends	—		—	—		—	—		—		—		(11,874)		—		(11,874)
Deferred tax adjustments related to tax receivable agreement	—		—	—		—	—		—		(55,858)		—		—		(55,858)
Non-controlling interest adjustment	—		—	—		—	—		—		(4,442)		—		5,031		589
Net income	—		—	—		—	—		—		—		46,985		193,036		240,021
Balance at September 30, 2017	30,226	$	302	57,031	$	6	—	$	—	$	157,031	$	35,655	$	65,950	$	258,944


	Nine Months Ended September 30,
	2017		2016
Operating activities
Net income	$	240,021	$	189,602

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,819		18,144
Equity-based compensation		2,792		60
Gain on sale of assets		(292)		(227)
Provision for (recovery of) losses on accounts receivable		(23)		1,701
Accretion of original issue discount		706		915
Non-cash interest expense		3,210		3,698
Deferred income taxes		3,256		3,089
Loss on remeasurement of tax receivable agreement		79		—
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit		(64,211)		(38,415)
Inventories		(150,653)		68,316
Prepaid expenses and other assets		(6,381)		(8,324)
Checks in excess of bank balance		—		(7,478)
Accounts payable and other accrued expenses		105,154		67,935
Payment pursuant to tax receivable agreement		(203)		—
Accrued rent for cease-use locations		(91)		286
Deferred revenue and gains		14,863		12,849
Other, net		37,053		3,876
Net cash provided by operating activities		208,099		316,027

Investing activities
Purchases of property and equipment		(49,759)		(29,203)
Purchase of real property		(16,820)		(12,871)
Proceeds from the sale of real property		6,000		7,291
Purchases of businesses, net of cash acquired		(345,140)		(67,690)
Proceeds from sale of property and equipment		603		3,486
Net cash used in investing activities	$	(405,116)	$	(98,987)


	Consumer
	Services and
	Plans		Retail		Consolidated
Balance as of December 31, 2016	$	49,944	$	103,161	$	153,105
Acquisitions (1)		—		175,297		175,297
Balance as of September 30, 2017	$	49,944	$	278,458	$	328,402


	September 30, 2017
	Cost or		Accumulated
	Fair Value		Amortization		Net
Trademarks and trade names	$	28,839	$	(420)		$	28,419
Membership and customer lists		10,778		(7,118)			3,660
Websites		5,990		(97)			5,893
	$	45,607	$	(7,635)		$	37,972


	December 31, 2016
	Cost or		Accumulated
	Fair Value		Amortization		Net
Membership and customer lists	$	9,485	$	(6,099)	$	3,386
	$	9,485	$	(6,099)	$	3,386


2017	$	218
2018		583
2019		486
2020		486
2021		487
Thereafter (1)		13,813
Total minimum lease payments		16,073
Amounts representing interest		(5,842)
Present value of net minimum right to use liability payments	$	10,231


	Fair Value	9/30/2017				12/31/2016
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	716,907	$	740,876	$	626,753	$	649,838


	Nine Months Ended September 30,				Estimated
($ in thousands)	2017		2016		Life
Tangible assets (liabilities) acquired (assumed):
Accounts receivable	$	1,306	$	944
Inventory		98,869		29,713
Property and equipment		835		635
Other assets		72		142
Accrued liabilities		(3,019)		(2,231)
Other liabilities				(75)
Total tangible net assets acquired		98,063		29,128
Intangible assets acquired:
Membership and customer lists		793		2,774	4-7 years
Total intangible assets acquired		793		2,774
Goodwill		143,788		35,786
Purchase price		242,644		67,688
Inventory purchases financed via floor plan		(79,321)		(22,265)
Cash payment net of floor plan financing	$	163,323	$	45,423


	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
(In thousands except per share amounts)	2017		2017
Numerator:
Net income	$	85,258	$	240,021
Less: net income attributable to non-controlling interests		(65,131)		(193,036)
Net income attributable to Camping World Holdings, Inc. — basic		20,127		46,985
Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock		39,917		118,110
Net income attributable to Camping World Holdings, Inc. — diluted	$	60,044	$	165,095
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		29,522		23,854
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		58,930		62,093
Weighted-average shares of Class A common stock outstanding — diluted		88,452		85,947

Earnings per share of Class A common stock — basic	$	0.68	$	1.97
Earnings per share of Class A common stock — diluted	$	0.68	$	1.92