Camping World Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Camping World Holdings, Inc. and Subsidiaries Consolidated Financial Statements Years Ended December 31, 2020, 2019, and 2018 Contents Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP 90 ​ ​ Consolidated Financial Statements ​ Consolidated Balance Sheets 93 Consolidated Statements of Operations 94 Consolidated Statements of Stockholders’ Deficit 95 Consolidated Statements of Cash Flows 97 Notes to Consolidated Financial Statements 99 ​ ​ ​ ​ 89 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Camping World Holdings, Inc. and subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders' deficit, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle As discussed in Note 1 to the financial statements, the Company changed its method of accounting for leasing transactions in 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases , using the modified retrospective approach. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 90 Table of Contents Finance and Insurance, Net — Revenue Recognition — Refer to Note 1 to the consolidated financial statements Critical Audit Matter Description The Company acts as an agent in selling certain insurance and service contracts with multi-year terms to customers on behalf of third-party insurance providers. The proceeds the Company receives for selling these contracts are subject to chargebacks of such proceeds if the customer terminates the respective contract earlier than a stated period. These customer proceeds are recorded as variable consideration, net of estimated chargebacks. Estimated chargebacks depend on ultimate future cancellation rates, determined by management by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience from the past eight years, adjusted for new consumer trends. As of December 31, 2020, the Company recorded $58.9 million in chargeback liabilities related to these dealership insurance and service contracts. Given the judgment involved in estimating the ultimate future cancellation rates used to estimate the chargeback liabilities, auditing this assumption required a high degree of auditor judgment, including the use of our actuarial specialists, in performing audit procedures to evaluate the reasonableness of management’s estimate. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the ultimate future cancellation rates included the following, among others: ● We tested the effectiveness of controls over management's review of the ultimate future cancellation rates used to estimate the chargeback liabilities. ● We read standard insurance policies for each policy type, including agreements and amendments between insurance providers and the Company to understand the arrangements in effect. ● With the assistance of our actuarial specialists, we developed a range of the ultimate liability estimates based on independent estimated ultimate future cancellation rates utilizing current economic factors and comparing such range to the liability estimate determined by management. ● We evaluated the reasonableness of the ultimate future cancellation rates used by comparing the recorded liability amounts, determined based on estimated ultimate future cancellation rates, and related refund amounts, reflective of actual chargebacks paid to insurance providers, over historical and current periods. Long-Lived Asset Impairment — Refer to Notes 1 and 5 to the consolidated financial statements Critical Audit Matter Description The Company performs an analysis of the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the long-lived assets may not be recoverable. The Company’s long-lived asset groups are comprised of property and equipment, net, and operating lease right-of-use assets (“ROU assets”) that exist predominantly at the individual location level (a ”location”). For locations identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are measured based on the excess of carrying value over the location’s fair value, subject to certain limitations. Fair value is determined, as applicable, as the sum of the discounted projected future cash flows from the use of the location’s assets. The resulting impairment is allocated to the individual long-lived assets within the asset group up to the individual asset’s fair value, if readily determinable. As a result, the measurement of any impairment loss includes estimation of the fair value of the location’s ROU assets, which requires management to consider estimates of market rental rates based on comparable lease transactions. As of December 31, 2020, the Company had $367.9 million in property and equipment, net and $769.5 million in ROU assets. During the year ended December 31, 2020, the Company recognized $12.4 million of long-lived asset impairments. 91 Table of Contents We identified the impairment of the carrying value of long-lived assets as a critical audit matter. For locations with indicators of impairment, a high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates of projected future cash flows and market rental rates, including the use of valuation specialists in evaluating management’s estimates of market rental rates and in identifying comparable market rental rate assumptions based on the specific geographic areas and characteristics of the respective locations. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of projected future cash flows and the market rental rate assumptions for locations with impairment indicators included the following, among others: ● We tested the effectiveness of controls over management’s review of the analysis of carrying value of long-lived assets for impairment, including assumptions of projected future cash flows and current market rental rates for applicable locations. ● We evaluated the reasonableness of management’s projected future cash flows and market rental rate assumptions by performing the following procedures for selected locations: ● We compared the minimum future cash flows required to recover the carrying value of the location to historical chain-wide average cash flows for comparable locations under similar economic circumstances and relevant location characteristics. ● We evaluated the consistency of projected future cash flows with other relevant information obtained in our audit, such as internal budgets and forecasts. ● With the assistance of our valuation specialists: ◾ We compared the lease datapoints (e.g., lease start date, square footage, rent per square foot) used in the Company’s estimate to an independent industry database where such information was publicly available. ◾ We identified additional comparable lease datapoints of similar square footage to the location in the related geographic market, and calculated a range of rent per square foot and average rent per square foot for similar lease types. ◾ We evaluated the reasonableness of the market rental rate assumption by comparing to the respective market data, considering the level of similarity of the location with the age, size and proximity of the comparable lease datapoints. ◾ Where available, we compared the rent per square foot for sublease offers and current negotiations with potential tenants to the market rental rate assumption for the related locations to determine if the market rental rate assumption is reasonably supported by the current offers on the actual property. ​ /s/ Deloitte & Touche LLP Los Angeles, California February 26, 2021 ​ We have served as the Company's auditor since 2018. ​ ​ 92 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands Except Share and Per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2019 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 166,072 ​ $ 147,521 Contracts in transit ​ ​ 48,175 ​ ​ 44,947 Accounts receivable, less allowance for doubtful accounts of $ 3,393 and $ 3,537 in 2020 and 2019, respectively ​ ​ 83,422 ​ ​ 81,847 Inventories ​ ​ 1,136,345 ​ ​ 1,358,539 Prepaid expenses and other assets ​ ​ 60,211 ​ ​ 57,827 Total current assets ​ ​ 1,494,225 ​ ​ 1,690,681 Property and equipment, net ​ ​ 367,898 ​ ​ 314,374 Operating lease assets ​ ​ 769,487 ​ ​ 807,537 Deferred tax assets, net ​ ​ 165,708 ​ ​ 129,710 Intangible assets, net ​ ​ 30,122 ​ ​ 29,707 Goodwill ​ ​ 413,123 ​ ​ 386,941 Other assets ​ ​ 15,868 ​ ​ 17,290 Total assets ​ $ 3,256,431 ​ $ 3,376,240 Liabilities and stockholders' deficit ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 148,462 ​ $ 106,959 Accrued liabilities ​ ​ 137,688 ​ ​ 130,316 Deferred revenues ​ ​ 88,213 ​ ​ 87,093 Current portion of operating lease liabilities ​ ​ 62,405 ​ ​ 58,613 Current portion of Tax Receivable Agreement liability ​ ​ 8,089 ​ ​ 6,563 Current portion of long-term debt ​ ​ 14,414 ​ ​ 14,085 Notes payable – floor plan, net ​ ​ 522,455 ​ ​ 848,027 Other current liabilities ​ ​ 53,795 ​ ​ 44,298 Total current liabilities ​ ​ 1,035,521 ​ ​ 1,295,954 Operating lease liabilities, net of current portion ​ ​ 804,555 ​ ​ 843,312 Tax Receivable Agreement liability, net of current portion ​ ​ 137,845 ​ ​ 108,228 Revolving line of credit ​ ​ 20,885 ​ ​ 40,885 Long-term debt, net of current portion ​ ​ 1,150,417 ​ ​ 1,153,551 Deferred revenues ​ ​ 61,519 ​ ​ 58,079 Other long-term liabilities ​ ​ 54,920 ​ ​ 35,467 Total liabilities ​ ​ 3,265,662 ​ ​ 3,535,476 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders' deficit: ​ ​ ​ ​ ​ ​ Preferred stock, par value $ 0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2020 and December 31, 2019 ​ ​ — ​ ​ — Class A common stock, par value $ 0.01 per share – 250,000,000 shares authorized; 43,083,008 issued and 42,226,389 outstanding as of December 31, 2020 and 37,701,584 issued and 37,488,989 outstanding as of December 31, 2019 ​ ​ 428 ​ ​ 375 Class B common stock, par value $ 0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued as of December 31, 2020 and December 31, 2019; and 45,999,132 and 50,706,629 outstanding as of December 31, 2020 and December 31, 2019 ​ ​ 5 ​ ​ 5 Class C common stock, par value $ 0.0001 per share – one share authorized, issued and outstanding as of December 31, 2020 and December 31, 2019 ​ ​ — ​ ​ — Additional paid-in capital ​ ​ 63,342 ​ ​ 50,152 Treasury stock, at cost; 572,447 and 0 shares as of December 31, 2020 and December 31, 2019 ​ ​ ( 15,187 ) ​ ​ — Retained deficit ​ ​ ( 21,814 ) ​ ​ ( 83,134 ) Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. ​ ​ 26,774 ​ ​ ( 32,602 ) Non-controlling interests ​ ​ ( 36,005 ) ​ ​ ( 126,634 ) Total stockholders' deficit ​ ​ ( 9,231 ) ​ ​ ( 159,236 ) Total liabilities and stockholders' deficit ​ $ 3,256,431 ​ $ 3,376,240 ​ See accompanying Notes to Consolidated Financial Statements ​ 93 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands Except Per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 2019 2018 ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 180,977 ​ $ 179,538 ​ $ 172,660 ​ RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,823,311 ​ ​ 2,370,321 ​ ​ 2,512,854 ​ Used vehicles ​ ​ 984,853 ​ ​ 857,628 ​ ​ 732,017 ​ Products, service and other ​ ​ 948,890 ​ ​ 1,034,577 ​ ​ 949,383 ​ Finance and insurance, net ​ ​ 464,261 ​ ​ 401,302 ​ ​ 383,711 ​ Good Sam Club ​ ​ 44,299 ​ ​ 48,653 ​ ​ 41,392 ​ Subtotal ​ ​ 5,265,614 ​ ​ 4,712,481 ​ ​ 4,619,357 ​ Total revenue ​ ​ 5,446,591 ​ ​ 4,892,019 ​ ​ 4,792,017 ​ Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 72,938 ​ ​ 78,054 ​ ​ 76,041 ​ RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,320,537 ​ ​ 2,074,270 ​ ​ 2,188,735 ​ Used vehicles ​ ​ 751,029 ​ ​ 678,640 ​ ​ 568,400 ​ Products, service and other ​ ​ 590,716 ​ ​ 762,919 ​ ​ 585,263 ​ Good Sam Club ​ ​ 8,892 ​ ​ 10,738 ​ ​ 10,646 ​ Subtotal ​ ​ 3,671,174 ​ ​ 3,526,567 ​ ​ 3,353,044 ​ Total costs applicable to revenue ​ ​ 3,744,112 ​ ​ 3,604,621 ​ ​ 3,429,085 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative ​ ​ 1,156,071 ​ ​ 1,141,643 ​ ​ 1,069,359 ​ Debt restructure expense ​ ​ — ​ ​ — ​ ​ 380 ​ Depreciation and amortization ​ ​ 51,981 ​ ​ 59,932 ​ ​ 49,322 ​ Goodwill impairment ​ ​ — ​ ​ — ​ ​ 40,046 ​ Long-lived asset impairment ​ ​ 12,353 ​ ​ 66,270 ​ ​ — ​ Lease termination ​ ​ 4,547 ​ ​ ( 686 ) ​ ​ — ​ Loss on disposal of assets ​ ​ 1,332 ​ ​ 11,492 ​ ​ 2,810 ​ Total operating expenses ​ ​ 1,226,284 ​ ​ 1,278,651 ​ ​ 1,161,917 ​ Income from operations ​ ​ 476,195 ​ ​ 8,747 ​ ​ 201,015 ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floor plan interest expense ​ ​ ( 19,689 ) ​ ​ ( 40,108 ) ​ ​ ( 38,315 ) ​ Other interest expense, net ​ ​ ( 54,689 ) ​ ​ ( 69,363 ) ​ ​ ( 63,329 ) ​ Loss on debt restructure ​ ​ — ​ ​ — ​ ​ ( 1,676 ) ​ Tax Receivable Agreement liability adjustment ​ ​ 141 ​ ​ 10,005 ​ ​ ( 1,324 ) ​ Total other expense ​ ​ ( 74,237 ) ​ ​ ( 99,466 ) ​ ​ ( 104,644 ) ​ Income (loss) before income taxes ​ ​ 401,958 ​ ​ ( 90,719 ) ​ ​ 96,371 ​ Income tax expense ​ ​ ( 57,743 ) ​ ​ ( 29,582 ) ​ ​ ( 30,790 ) ​ Net income (loss) ​ ​ 344,215 ​ ​ ( 120,301 ) ​ ​ 65,581 ​ Less: net (income) loss attributable to non-controlling interests ​ ​ ( 221,870 ) ​ ​ 59,710 ​ ​ ( 55,183 ) ​ Net income (loss) attributable to Camping World Holdings, Inc. ​ $ 122,345 ​ $ ( 60,591 ) ​ $ 10,398 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share of Class A common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 3.11 ​ $ ( 1.62 ) ​ ​ 0.28 ​ Diluted ​ $ 3.09 ​ $ ( 1.62 ) ​ ​ 0.28 ​ Weighted average shares of Class A common stock outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 39,383 ​ ​ 37,310 ​ ​ 36,985 ​ Diluted ​ ​ 40,009 ​ ​ 37,350 ​ ​ 88,878 ​ ​ See accompanying Notes to Consolidated Financial Statements ​ ​ 94 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Deficit (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 Deficit Interest Total Balance at January 1, 2018 ​ 36,749 ​ $ 367 ​ 50,837 ​ $ 5 ​ — ​ $ — ​ $ 42,520 ​ — ​ $ — ​ $ 7,619 ​ $ 21,252 ​ $ 71,763 Adoption of ASC 606 accounting standard (see Note 2 — Revenue) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,310 ​ ​ 2,476 ​ ​ 3,786 Equity-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 14,088 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 14,088 Exercise of stock options ​ 7 ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 149 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 149 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 86 ) ​ — ​ ​ — ​ ​ — ​ ​ 86 ​ ​ — Vesting of restricted stock units ​ 298 ​ ​ 3 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 881 ​ — ​ ​ — ​ ​ — ​ ​ ( 884 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on vested RSUs ​ ( 77 ) ​ ​ ( 1 ) ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,364 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,365 ) Disgorgement of short-swing profits by Section 16 officer ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 557 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 557 Redemption of LLC common units for Class A common stock ​ 215 ​ ​ 3 ​ ( 130 ) ​ ​ — ​ — ​ ​ — ​ ​ 4,536 ​ — ​ ​ — ​ ​ — ​ ​ ( 153 ) ​ ​ 4,386 Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 101,755 ) ​ ​ ( 101,755 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 22,697 ) ​ ​ — ​ ​ ( 22,697 ) Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,576 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,576 ) Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 12,174 ) ​ — ​ ​ — ​ ​ — ​ ​ 12,174 ​ ​ — Net income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 10,398 ​ ​ 55,183 ​ ​ 65,581 Balance at December 31, 2018 ​ 37,192 ​ ​ 372 ​ 50,707 ​ ​ 5 ​ — ​ ​ — ​ ​ 47,531 ​ — ​ ​ — ​ ​ ( 3,370 ) ​ ​ ( 11,621 ) ​ ​ 32,917 Adoption of ASC 842 accounting standard (see Note 1 — Summary of Significant Accounting Policies) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 3,705 ​ ​ 6,332 ​ ​ 10,037 Equity-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 13,145 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,145 Vesting of restricted stock units ​ 417 ​ ​ 4 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 736 ​ — ​ ​ — ​ ​ — ​ ​ ( 740 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on vested RSUs ​ ( 126 ) ​ ​ ( 1 ) ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,477 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,478 ) Redemption of LLC common units for Class A common stock ​ 6 ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 478 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 478 ) Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 70,192 ) ​ ​ ( 70,192 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 22,878 ) ​ ​ — ​ ​ ( 22,878 ) Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 8 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 8 ) Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 9,297 ) ​ — ​ ​ — ​ ​ — ​ ​ 9,297 ​ ​ — Net loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 60,591 ) ​ ​ ( 59,710 ) ​ ​ ( 120,301 ) Balance at December 31, 2019 ​ 37,489 ​ ​ 375 ​ 50,707 ​ ​ 5 ​ — ​ ​ — ​ ​ 50,152 ​ — ​ ​ — ​ ​ ( 83,134 ) ​ ​ ( 126,634 ) ​ ​ ( 159,236 ) 95 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Deficit Interest Total Equity-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 20,661 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 20,661 Exercise of stock options ​ 191 ​ ​ 2 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 4,022 ​ 23 ​ ​ 611 ​ ​ — ​ ​ — ​ ​ 4,635 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 2,602 ) ​ — ​ ​ — ​ ​ — ​ ​ 2,602 ​ ​ — Vesting of restricted stock units ​ 338 ​ ​ 3 ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 6,398 ) ​ 323 ​ ​ 8,556 ​ ​ — ​ ​ ( 2,161 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on vested RSUs ​ ( 71 ) ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,910 ) ​ ( 107 ) ​ ​ ( 2,832 ) ​ ​ — ​ ​ — ​ ​ ( 4,742 ) Repurchases of Class A common stock to treasury stock ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 11,616 ​ ( 811 ) ​ ​ ( 21,522 ) ​ ​ — ​ ​ ( 11,616 ) ​ ​ ( 21,522 ) Redemption of LLC common units for Class A common stock ​ 4,852 ​ ​ 48 ​ ( 4,708 ) ​ ​ — ​ — ​ ​ — ​ ​ 25,565 ​ — ​ ​ — ​ ​ — ​ ​ 7,529 ​ ​ 33,142 Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 136,974 ) ​ ​ ( 136,974 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 61,025 ) ​ ​ — ​ ​ ( 61,025 ) Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 28,385 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 28,385 ) Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 9,379 ) ​ — ​ ​ — ​ ​ — ​ ​ 9,379 ​ ​ — Net income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 122,345 ​ ​ 221,870 ​ ​ 344,215 Balance at December 31, 2020 ​ 42,799 ​ $ 428 ​ 45,999 ​ $ 5 ​ — ​ $ — ​ $ 63,342 ​ ( 572 ) ​ $ ( 15,187 ) ​ $ ( 21,814 ) ​ $ ( 36,005 ) ​ $ ( 9,231 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Company declared dividends per share of Class A common stock of $ 1.4 8, $ 0.61 , and $ 0.61 per share in 2020, 2019, and 2018, respectively. See accompanying Notes to Consolidated Financial Statements ​ ​ 96 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 2019 2018 Operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 344,215 ​ $ ( 120,301 ) ​ $ 65,581 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 51,981 ​ ​ 59,932 ​ ​ 49,322 ​ Equity-based compensation ​ ​ 20,661 ​ ​ 13,145 ​ ​ 14,088 ​ Loss on debt restructure ​ ​ — ​ ​ — ​ ​ 1,676 ​ Loss (gain) on lease termination ​ ​ 4,547 ​ ​ ( 686 ) ​ ​ — ​ Goodwill impairment ​ ​ — ​ ​ — ​ ​ 40,046 ​ Long-lived asset impairment ​ ​ 12,353 ​ ​ 66,270 ​ ​ — ​ Loss on disposal of assets ​ ​ 1,332 ​ ​ 11,492 ​ ​ 2,810 ​ Provision for losses on accounts receivable ​ ​ 1,068 ​ ​ ( 20 ) ​ ​ 2,444 ​ Non-cash lease expense ​ ​ 57,536 ​ ​ 54,921 ​ ​ — ​ Accretion of original debt issuance discount ​ ​ 1,079 ​ ​ 1,038 ​ ​ 1,034 ​ Non-cash interest ​ ​ 4,306 ​ ​ 4,585 ​ ​ 5,068 ​ Deferred income taxes ​ ​ 6,606 ​ ​ 14,897 ​ ​ 11,364 ​ Tax Receivable Agreement liability adjustment ​ ​ ( 141 ) ​ ​ ( 10,005 ) ​ ​ 1,324 ​ Change in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables and contracts in transit ​ ​ ( 2,777 ) ​ ​ 12,217 ​ ​ ( 16,550 ) ​ Inventories ​ ​ 239,334 ​ ​ 216,111 ​ ​ ( 99,610 ) ​ Prepaid expenses and other assets ​ ​ ( 3,016 ) ​ ​ ( 7,951 ) ​ ​ ( 8,290 ) ​ Accounts payable and other accrued expenses ​ ​ 39,846 ​ ​ ( 15,350 ) ​ ​ 49,172 ​ Payment pursuant to Tax Receivable Agreement ​ ​ ( 6,563 ) ​ ​ ( 9,425 ) ​ ​ ( 8,914 ) ​ Accrued rent for cease-use locations ​ ​ — ​ ​ — ​ ​ ( 488 ) ​ Deferred revenue ​ ​ 4,560 ​ ​ 708 ​ ​ 12,448 ​ Operating lease liabilities ​ ​ ( 68,951 ) ​ ​ ( 54,403 ) ​ ​ — ​ CARES Act deferral of payroll taxes ​ ​ 29,231 ​ ​ — ​ ​ — ​ Other, net ​ ​ 10,462 ​ ​ 14,759 ​ ​ 13,767 ​ Net cash provided by operating activities ​ ​ 747,669 ​ ​ 251,934 ​ ​ 136,292 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ​ ( 31,845 ) ​ ​ ( 56,789 ) ​ ​ ( 133,557 ) ​ Purchase of real property ​ ​ ( 53,078 ) ​ ​ ( 31,567 ) ​ ​ ( 120,802 ) ​ Proceeds from the sale of real property ​ ​ 7,484 ​ ​ 28,169 ​ ​ 56,932 ​ Purchases of businesses, net of cash acquired ​ ​ ( 47,571 ) ​ ​ ( 48,418 ) ​ ​ ( 99,240 ) ​ Purchase of equity securities ​ ​ ( 2,500 ) ​ ​ — ​ ​ — ​ Proceeds from sale of property and equipment ​ ​ 1,751 ​ ​ 4,068 ​ ​ 3,978 ​ Purchases of intangible assets ​ ​ ( 176 ) ​ ​ — ​ ​ — ​ Net cash used in investing activities ​ $ ( 125,935 ) ​ $ ( 104,537 ) ​ $ ( 292,689 ) ​ ​ ​ 97 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 2019 2018 ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from long-term debt ​ ​ — ​ ​ 11,663 ​ ​ 329,775 ​ Payments on long-term debt ​ ​ ( 39,070 ) ​ ​ ( 13,658 ) ​ ​ ( 83,825 ) ​ Net payments on notes payable – floor plan, net ​ ​ ( 324,485 ) ​ ​ ( 43,989 ) ​ ​ ( 85,446 ) ​ Borrowings on revolving line of credit ​ ​ — ​ ​ 14,029 ​ ​ 45,164 ​ Payments on revolving line of credit ​ ​ ( 20,000 ) ​ ​ ( 11,883 ) ​ ​ ( 6,425 ) ​ Payment of debt issuance costs ​ ​ — ​ ​ ( 47 ) ​ ​ ( 3,345 ) ​ Dividends on Class A common stock ​ ​ ( 61,025 ) ​ ​ ( 22,878 ) ​ ​ ( 22,697 ) ​ Proceeds from exercise of stock options ​ ​ 4,635 ​ ​ — ​ ​ 153 ​ RSU shares withheld for tax ​ ​ ( 4,742 ) ​ ​ ( 1,478 ) ​ ​ ( 1,365 ) ​ Repurchases of Class A common stock to treasury stock ​ ​ ( 21,522 ) ​ ​ — ​ ​ — ​ Disgorgement of short-swing profits by Section 16 officer ​ ​ — ​ ​ — ​ ​ 557 ​ Distributions to holders of LLC common units ​ ​ ( 136,974 ) ​ ​ ( 70,192 ) ​ ​ ( 101,755 ) ​ Net cash (used in) provided by financing activities ​ ​ ( 603,183 ) ​ ​ ( 138,433 ) ​ ​ 70,791 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and cash equivalents ​ ​ 18,551 ​ ​ 8,964 ​ ​ ( 85,606 ) ​ Cash and cash equivalents at beginning of the period ​ ​ 147,521 ​ ​ 138,557 ​ ​ 224,163 ​ Cash and cash equivalents at end of the period ​ $ 166,072 ​ $ 147,521 ​ $ 138,557 ​ ​ See accompanying Notes to Consolidated Financial Statements ​ 98 Table of Contents Camping World Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2020 1. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The 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”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. 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 that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 18 — Stockholders’ Equity). Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of December 31, 2020, 2019, and 2018, CWH owned 47.4 %, 42.0 % and 41.9 %, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements. COVID-19 A novel strain of coronavirus was declared a pandemic by the World Health Organization in March 2020. To date, COVID-19 has surfaced in nearly all regions of the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. Many affected areas have begun the process of easing restrictions and reopening certain businesses often under new operating guidelines, although new waves of infection may lead to an increase in such restrictions or closures. In conjunction with the stay-at-home and shelter-in-place restrictions enacted in many areas, the Company saw significant sequential declines in its overall customer traffic levels and its overall revenues from the mid-March to mid-to-late April 2020 timeframe. In the latter part of April, the Company began to see a significant improvement in its online web traffic levels and number of electronic leads, and in early May, the Company began to see improvements in its overall revenue levels. As the stay-at-home restrictions began to ease across certain areas of the country, the Company experienced significant acceleration in its in-store and online traffic, lead generation, and revenue trends in May continuing throughout the remainder of 2020 and early indications appear to show favorable trends continuing into 2021. 99 Table of Contents In order to offset the initially expected adverse impact of COVID-19 and better align expenses with reduced sales in the middle of March 2020 and early April 2020, the Company temporarily reduced salaries and hours throughout the business, including for its executive officers, and implemented headcount and other cost reductions. Most of these temporary salary reductions ended in May 2020 as the adverse impacts of the pandemic began to decline and the Company increased hours for certain employees and reinstated many positions from the initial headcount reductions as the demand for the Company’s products increased. The Company also negotiated lease payment deferrals with numerous landlords amounting to approximately $ 14.0 million from 2020 into 2021. As demand for all products accelerated and the Company’s cash position improved, the Company repaid these rent deferrals in full prior to June 30, 2020. The Company has also taken steps to add new private label lines, expand its relationships with smaller recreational vehicle (“RV”) manufacturers, and acquire used inventory from distressed sellers to help manage risks in its supply chain. Throughout the pandemic, the majority of the Company’s retail locations have continued to operate as essential businesses and the Company has continued to operate its e-commerce business. As a consequence of COVID-19, the Company had held fewer consumer shows and events during 2020 than in 2019. Since March 2020, the Company has implemented preparedness plans to keep its employees and customers safe, which include social distancing, providing employees with face coverings and/or other protective clothing as required, implementing additional cleaning and sanitization routines, and work-from-home directives for a significant portion of the Company’s workforce. Description of the Business Camping World Holdings, Inc., together with its subsidiaries, is America’s largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; consumer shows and events; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV services and maintenance work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World and Gander RV & Outdoors brands, and markets its products and services primarily to RV and outdoor enthusiasts. In 2019, the Company made a strategic decision to refocus its business around its core RV competencies, and on September 3, 2019, the board of directors approved a strategic plan to shift the business away from locations that did not have the ability or where it was not feasible to sell and/or service RVs (the “2019 Strategic Shift”) (see Note 5 – Restructuring and Long-lived Asset Impairment). This resulted in the sale, closure or divestiture of 34 non-RV retail stores and the liquidation of approximately $ 108 million of non-RV related inventory in 2019. The table below summarizes the Company’s retail store openings, closings, divestitures, conversions and number of locations from December 31, 2019 to December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV RV Service & Other ​ ​ ​ Dealerships Retail Centers Retail Stores Total Number of store locations as of December 31, 2019 ​ 154 ​ 11 ​ 10 ​ 175 Opened ​ 9 ​ — ​ — ​ 9 Closed / divested ​ ( 3 ) ​ — ​ ( 8 ) ​ ( 11 ) Temporarily closed (1) ​ ( 2 ) ​ — ​ — ​ ( 2 ) Converted ​ 2 ​ ( 1 ) ​ ( 1 ) ​ — Number of store locations as of December 31, 2020 ​ 160 ​ 10 ​ 1 ​ 171 (1) These locations are temporarily closed in response to the COVID-19 pandemic. 100 Table of Contents Use of Estimates The preparation of these 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, including those uncertainties arising from COVID-19, 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 consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, program cancellation reserves, chargebacks, and accruals related to estimated tax liabilities, product return reserves, and other liabilities. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the consolidated balance sheets, and changes in the amounts are reflected in operating cash flows in the accompanying consolidated statement of cash flows. Contracts in Transit, Accounts Receivable and Current Expected Credit Losses Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts, which includes a reserve for expected credit losses. Accounts receivable balances due in excess of one year was $ 8.2 million at December 31, 2020 and $ 8.6 million at December 31, 2019, which are included in other assets in the consolidated balance sheets. The allowance for doubtful accounts is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for doubtful accounts was required at December 31, 2020. No allowance for doubtful accounts related to contracts in transit was required at December 31, 2019. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances of approximately $ 3.4 million as of December 31, 2020 and $ 3.5 million as of December 31, 2019 for uncollectible accounts were required. 101 Table of Contents The following table details the changes in the allowance for doubtful accounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ December 31, ​ 2020 2019 Allowance for doubtful accounts: ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ $ 3,537 ​ $ 4,481 Charged to bad debt expense ​ ​ 1,068 ​ ​ ( 20 ) Deductions (1) ​ ​ ( 1,212 ) ​ ​ ( 924 ) Balance, end of period ​ $ 3,393 ​ $ 3,537 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. Concentration of Credit Risk The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business. These receivables are short-term in nature and are from various financial institutions located throughout the United States. The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2020 and 2019 was approximately $ 188.1 million and $ 149.9 million, respectively. The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. Inventories, net New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Products, parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value. The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly. Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets: ​ ​ ​ ​ ​ Years Building and improvements ​ 40 Leasehold improvements ​ 3 - 40 Furniture, fixtures and equipment ​ 3 - 12 Software ​ 3 - 5 ​ Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. 102 Table of Contents Leases After the adoption of Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) on January 1, 2019 the Company recognizes a right-of-use (“ROU”) asset and a lease liability on the balance sheet for operating leases (with the exception of short-term leases based on the practical expedient elected by the Company) at the commencement date, in addition to finance leases that were previously also required to be recognized on the balance sheet, and recognizes expenses on the income statement in a similar manner to the previous guidance in ASC 840, Leases (“ASC 840”) (see Note 10 — Lease Obligations). Goodwill and Other Intangible Assets Goodwill is reviewed at least annually for impairment, and more often when impairment indicators are present (see Note 7 – Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Long-Lived Assets Long lived assets are included in property and equipment, which also includes capitalized software costs to be held and used. For the Company’s major software systems, such as its accounting and membership systems, its capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group’s respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions. Long-Term Debt The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities. Revenue Recognition Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations. Good Sam Services and Plans revenue consists of revenue from publications, consumer shows, and marketing fees from various consumer services and plans. Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received 103 Table of Contents or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. Revenue and related expenses for consumer shows are recognized when the show occurs. RV vehicle revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer. Revenue from RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance and service contracts, the stated period typically extends from one to five years with the refundable commission balance declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience from the past eight years , adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $ 58.9 million and $ 48.3 million as of December 31, 2020 and December 31, 2019, respectively. The remaining RV and Outdoor retail revenue consists of sales of products, service and other products, including RV accessories and supplies, RV furniture, camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, net of anticipated merchandise returns which reduce revenue and cost of sales in the period that the related sales are recorded. Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment 104 Table of Contents and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation. Parts and Service Internal Profit The Company’s parts and service departments recondition the majority of used vehicles acquired by the Company’s used vehicle departments and perform minor preparatory work on new vehicles acquired by the Company’s new vehicle departments. The parts and service departments charge the new and used vehicle departments as if they were third parties in order to account for total activity performed by that department. The revenue and costs applicable to revenue associated with the internal work performed by the Company’s parts and service departments are eliminated in consolidation. The Company maintains a reserve for internal work order profits on vehicles that remain in inventories. Advertising Expense Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2020, 2019 and 2018 were $ 96.3 million, $ 117.8 million and $ 112.4 million, respectively. Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2020, 2019, and 2018, $ 8.2 million, $ 6.2 million, and $ 4.9 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue. Income Taxes The Company recognizes deferred tax assets and liabilities based on the asset and liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 11 — Income Taxes for additional information. 105 Table of Contents Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). This standard requires the use of a forward-looking expected loss impairment model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This standard also requires impairments and recoveries for available-for-sale debt securities to be recorded through an allowance account and revises certain disclosure requirements. In April 2019, the FASB issued ASU 2019-04, Codification Improvements, which provides guidance on accounting for credit losses on accrued interest receivable balances and guidance on including recoveries when estimating the allowance. In May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, which allows entities with an option to elect fair value for certain instruments upon adoption of Topic 326. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not materially impact its condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). This standard aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service arrangement (i.e., hosting arrangement) with the guidance on capitalizing costs in ASC 350-40, Internal-Use Software. The ASU permits either a prospective or retrospective transition approach. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-15 on January 1, 2020 using the prospective transition approach and the adoption did not materially impact its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). This standard, effective for reporting periods through December 31, 2022, provides accounting relief for contract modifications that replace an interest rate impacted by reference rate reform (e.g., London Interbank Offered Rate (“LIBOR”)) with a new alternative reference rate. The guidance is applicable to investment securities, receivables, loans, debt, leases, derivatives and hedge accounting elections and other contractual arrangements. The Company adopted ASU 2020-04 as of January 1, 2020 and the adoption did not materially impact its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This standard reduces complexity by removing specific exceptions to general principles related to intraperiod tax allocations, ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses. This standard also simplifies accounting for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The ASU permits either a retrospective basis or a modified retrospective transition approach. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements. ​ ​ 106 Table of Contents 2. Revenue Contract Assets As of December 31, 2020 and 2019, a contract asset of $ 8.1 million and $ 6.1 million, respectively, relating to RV service revenues was included in accounts receivable in the accompanying consolidated balance sheet. As of December 31, 2020 and 2019, the Company had capitalized costs to acquire a contract consisting of $ 7.1 million and $ 6.6 million, respectively, from the deferral of sales commissions expenses relating to multi-year consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the year ended December 31, 2020, $ 87.1 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. As of December 31, 2020, the Company has unsatisfied performance obligations primarily relating to multi-year plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at December 31, 2020 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): ​ ​ ​ ​ ​ ​ As of ​ December 31, 2020 2021 $ 88,213 2022 ​ ​ 29,472 2023 ​ ​ 15,797 2024 ​ ​ 7,707 2025 ​ ​ 4,083 Thereafter ​ ​ 4,460 Total ​ $ 149,732 ​ ​ ​ ​ ​ The Company’s payment terms vary by the type and location of its customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. 3. Receivables Receivables consisted of the following at December 31, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 ​ Good Sam Services and Plans ​ $ 11,837 ​ $ 20,195 ​ RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ New and used vehicles ​ ​ 6,836 ​ ​ 2,295 ​ Parts, service and other ​ ​ 26,437 ​ ​ 23,199 ​ Trade accounts receivable ​ ​ 16,289 ​ ​ 15,715 ​ Due from manufacturers ​ ​ 17,778 ​ ​ 17,642 ​ Other ​ ​ 7,611 ​ ​ 5,782 ​ Corporate ​ ​ 27 ​ ​ 556 ​ ​ ​ ​ 86,815 ​ ​ 85,384 ​ Allowance for doubtful accounts ​ ​ ( 3,393 ) ​ ​ ( 3,537 ) ​ ​ ​ $ 83,422 ​ $ 81,847 ​ ​ 107 Table of Contents ​ 4. Inventories, net and Notes Payable — Floor Plan, net Inventories consisted of the following at December 31, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2019 Good Sam services and plans ​ $ 109 ​ $ 590 New RVs ​ ​ 691,114 ​ ​ 966,134 Used RVs ​ ​ 178,336 ​ ​ 165,927 Products, parts, accessories and other ​ ​ 266,786 ​ ​ 225,888 ​ ​ $ 1,136,345 ​ $ 1,358,539 ​ New RV inventory included in the RV and Outdoor Retail segment is primarily financed by a floor plan credit agreement with a syndication of banks. The borrowings under the floor plan credit agreement are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly-owned subsidiary of FreedomRoads, which operates the RV dealerships, and bear interest at one-month LIBOR plus 2.05 % as of December 31, 2020 and at one-month LIBOR plus 2.15 % for the years ended December 31, 2019 and December 31, 2018. LIBOR was 0.15 %, 1.71 % and 2.35 % as of December 31, 2020, 2019, and 2018, respectively. The floor plan borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle or upon reaching certain aging criteria. As of December 31, 2020 and 2019, FR maintained floor plan financing through the Seventh Amended and Restated Credit Agreement (“Floor Plan Facility”). On October 8, 2019, FR entered into a Second Amendment to the Seventh Amended and Restated Credit Agreement (the “Second Amendment”). The applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05 % to 2.50 % and 0.55 % and 1.00 %, respectively, based on the consolidated current ratio at FR. The Floor Plan Facility at December 31, 2020 allowed FR to borrow (a) up to $ 1.38 billion under a floor plan facility, (b) up to $ 15.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $ 48.0 million under the revolving line of credit, which maximum amount outstanding further decreases by $ 3.0 million on the last day of each fiscal quarter. The maturity date of the Floor Plan Facility is March 15, 2023. On May 12, 2020, FR entered into a Third Amendment to the Seventh Amended and Restated Credit Agreement (“Third Amendment”) that provides FR with a one-time option to request a temporary four-month reduction (“Current Ratio Reduction Period”) of the minimum consolidated current ratio at any time during 2020 and the first seven days of 2021. FR did not exercise that option. During the Current Ratio Reduction Period, the applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05 % to 3.00 % and 0.55 % and 1.50 % , respectively, based on the consolidated current ratio at FR. Effective May 12, 2020 through July 31, 2020, FR was not allowed to draw further Revolving Credit Loans (as defined in the Floor Plan Facility). The Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash as an offset to the payable under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the FLAIR offset account into the Company’s operating cash accounts. As a result of using the FLAIR offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of operations. As of December 31, 2020 and December 31, 2019, FR had $ 133.6 million and $ 87.0 million, respectively, in the FLAIR offset account. The Third Amendment raised the maximum FLAIR percentage of outstanding floor plan borrowings from 20 % to 30 % for the period of May 12, 2020 through August 31, 2020 before returning to 20 %. Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at December 31, 2020 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at December 31, 2020 and December 31, 2019. On June 29, 2020, FR made a voluntary $ 20.0 million principal payment on the revolving line of credit. 108 Table of Contents The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2020 and December 31, 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2019 Floor Plan Facility: ​ ​ ​ ​ ​ ​ Notes payable — floor plan: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 1,379,750 ​ $ 1,379,750 Less: borrowings, net ​ ​ ( 522,455 ) ​ ​ ( 848,027 ) Less: flooring line aggregate interest reduction account ​ ​ ( 133,639 ) ​ ​ ( 87,016 ) Additional borrowing capacity ​ ​ 723,656 ​ ​ 444,707 Less: accounts payable for sold inventory ​ ​ ( 28,980 ) ​ ​ ( 27,892 ) Less: purchase commitments ​ ​ ( 39,121 ) ​ ​ ( 8,006 ) Unencumbered borrowing capacity ​ $ 655,555 ​ $ 408,809 ​ ​ ​ ​ ​ ​ ​ Revolving line of credit ​ $ 48,000 ​ $ 60,000 Less: borrowings ​ ​ ( 20,885 ) ​ ​ ( 40,885 ) Additional borrowing capacity ​ $ 27,115 ​ $ 19,115 ​ ​ ​ ​ ​ ​ ​ Letters of credit: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 15,000 ​ $ 15,000 Less: outstanding letters of credit ​ ​ ( 11,732 ) ​ ​ ( 11,175 ) Additional letters of credit capacity ​ $ 3,268 ​ $ 3,825 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5. Restructuring and Long-lived Asset Impairment Restructuring On September 3, 2019, the board of directors of CWH approved a plan 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, three distribution centers, and 20 specialty retail locations through December 31, 2020. One of the aforementioned closed distribution centers was reopened during the three months ended June 2020 and repurposed for online order fulfillment. As of December 31, 2020, the Company has completed the store closures and divestitures relating to the 2019 Strategic Shift. As part of the 2019 Strategic Shift, the Company evaluated the impact on its supporting infrastructure and operations, which included rationalizing inventory levels and composition, closing certain distribution centers, and realigning other resources. The Company had a reduction of headcount and labor costs for those locations that were closed or divested and the Company incurred material charges associated with the activities contemplated under the 2019 Strategic Shift. The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $ 89.6 million to $ 110.6 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 has been incurred through December 31, 2020; ● lease termination costs of $ 18.0 million to $ 32.0 million, of which $ 11.9 million has been incurred through December 31, 2020; 109 Table of Contents ● incremental inventory reserve charges of $ 42.4 million, all of which has been incurred through December 31, 2020; and ● other associated costs of $ 28.0 million to $ 35.0 million, of which $ 21.2 million has been incurred through December 31, 2020. Through December 31, 2020, the Company has incurred $ 21.2 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 $ 6.8 million to $ 13.8 million represents similar costs that may be incurred in the year ending December 31, 2021 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, 2021 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 associated with the 2019 Strategic Shift (in thousands): ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2020 December 31, 2019 Restructuring costs: ​ ​ ​ ​ ​ One-time termination benefits (1) $ 231 ​ $ 1,008 Lease termination costs (2) ​ 4,432 ​ ​ 55 Incremental inventory reserve charges (3) ​ 543 ​ ​ 41,894 Other associated costs (4) ​ 16,835 ​ ​ 4,321 Total restructuring costs $ 22,041 ​ $ 47,278 (1) These costs incurred in 2020 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations. These costs incurred in 2019 were primarily included in selling, general and administrative expenses in the consolidated statements of operations. (2) These costs were included in lease termination charges in the consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (3) These costs were included in costs applicable to revenue – products, service and other in the consolidated statements of operations. (4) 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. For the years ended December 31, 2020 and 2019, costs of approximately $ 0.4 million and $ 0.6 million, respectively, were included in costs applicable to revenue – products, service and other, and $ 16.4 million and $ 3.7 million, respectively, were included in selling, general, and administrative expenses in the consolidated statements of operations. 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 Total Balance at June 30, 2019 ​ $ — ​ $ — ​ $ — ​ $ — Charged to expense ​ ​ 1,008 ​ ​ 1,350 ​ ​ 4,321 ​ ​ 6,679 Paid or otherwise settled ​ ​ ( 286 ) ​ ​ ( 1,350 ) ​ ​ ( 4,036 ) ​ ​ ( 5,672 ) Balance at December 31, 2019 ​ ​ 722 ​ ​ — ​ ​ 285 ​ ​ 1,007 Charged to expense ​ ​ 231 ​ ​ 10,532 ​ ​ 16,835 ​ ​ 27,598 Paid or otherwise settled ​ ​ ( 953 ) ​ ​ ( 10,532 ) ​ ​ ( 16,346 ) ​ ​ ( 27,831 ) Balance at December 31, 2020 ​ $ — ​ $ — ​ $ 774 ​ $ 774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 110 Table of Contents (1) Lease termination costs excludes the $ 1.3 million and the $ 6.1 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 six months ended December 31, 2019 and for the year ended December 31, 2020, respectively. 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 consolidated financial statements. Long-lived Asset Impairment During the year ended December 31, 2020, the Company had indicators of impairment of the long-lived assets for certain of its locations. For locations that failed the recoverability test based on an analysis of undiscounted cash flows, the Company estimated the fair value of the locations based on a discounted cash flow analysis. After performing the long-lived asset impairment test for these locations, the Company determined that certain locations within the RV and Outdoor Retail segment had long-lived assets that were impaired. The long-lived asset impairment charge, subject to limitations described below, was calculated as the amount that the carrying value of the locations exceeded the estimated fair value. The calculated long-lived asset impairment charge was allocated to each of the categories of long-lived assets at each location pro rata based on the long-lived assets’ carrying values, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. For most of these locations, the operating lease right-of-use assets and furniture and equipment were written down to their individual fair values and the remaining impairment charge was allocated to the remaining long-lived assets up to the fair value estimated on these assets based on liquidation value estimates. During the year ended December 31, 2020, the Company identified indicators of impairment at previously closed stores in certain markets. After performing the long-lived asset impairment test using updated assumptions for these locations, the Company determined that 19 locations within the RV and Outdoor Retail segment had long-lived assets that were impaired. The Company recorded the following long-lived asset impairment charges: $ 2.4 million related to leasehold improvements, $ 2.6 million related to furniture and equipment, $ 1.5 million related to buildings, and $ 5.9 million operating lease right-of-use assets. Of the $ 12.4 million long-lived asset impairment charge during the year ended December 31, 2020, $ 12.3 million related to the 2019 Strategic Shift discussed above. For the year ended December 31, 2019, the Company recorded the following long-lived asset impairment charges: $ 20.8 million related to leasehold improvements, $ 28.6 million related to furniture and equipment, and $ 16.9 million operating lease right-of-use assets. Of the $ 66.3 million long-lived asset impairment charge during the year ended December 31, 2019, $ 57.4 million was related to the 2019 Strategic Shift discussed above. ​ 111 Table of Contents 6. Property and Equipment, net Property and equipment consisted of the following at December 31, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ ​ 2020 ​ 2019 ​ Land ​ $ 47,780 ​ $ 36,069 ​ Buildings and improvements ​ ​ 99,739 ​ ​ 64,860 ​ Leasehold improvements (1) ​ ​ 210,396 ​ ​ 174,417 ​ Furniture and equipment ​ ​ 180,191 ​ ​ 181,539 ​ Software ​ ​ 73,256 ​ ​ 67,086 ​ Software systems development and construction in progress ​ ​ 11,560 ​ ​ 8,632 ​ ​ ​ ​ 622,922 ​ ​ 532,603 ​ Less: accumulated depreciation and amortization ​ ​ ( 255,024 ) ​ ​ ( 218,229 ) ​ Property and equipment, net ​ $ 367,898 ​ $ 314,374 ​ ​ (1) At December 31, 2020 inclusive of right-to-use assets ​ Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $ 47.4 million, $ 54.7 million and $ 44.8 million, respectively . ​ 7. Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam ​ ​ ​ ​ ​ ​ ​ Services and ​ RV and ​ ​ ​ ​ Plans Outdoor Retail Consolidated Balance as of January 1, 2019 (excluding impairment charges) ​ $ 97,204 ​ $ 503,750 ​ $ 600,954 Accumulated impairment charges ​ ​ ( 46,884 ) ​ ​ ( 194,953 ) ​ ​ ( 241,837 ) Balance as of January 1, 2019 ​ ​ 50,320 ​ ​ 308,797 ​ ​ 359,117 Acquisitions (1) ​ ​ — ​ ​ 28,224 ​ ​ 28,224 Transfers of assets between reporting units ​ ​ ( 26,491 ) ​ ​ 26,491 ​ ​ — Divestitures (2) ​ ​ — ​ ​ ( 400 ) ​ ​ ( 400 ) Balance as of December 31, 2019 ​ ​ 23,829 ​ ​ 363,112 ​ ​ 386,941 Acquisitions (1)(3) ​ ​ — ​ ​ 26,182 ​ ​ 26,182 Balance as of December 31, 2020 ​ $ 23,829 ​ $ 389,294 ​ $ 413,123 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents measurement period adjustments relating to prior period acquisitions (see Note 15 — Acquisitions). (2) Goodwill was allocated to 13 specialty retail locations within the RV and Outdoor Retail segment based on relative fair value. These 13 specialty retail locations were divested in 2019. (3) Represents current period acquisitions (see Note 15 — Acquisitions). ​ The Company evaluates goodwill for impairment on an annual basis as of the beginning of 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 a 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. As of January 1, 2019, the Company transferred certain assets related to the Good Sam Club and co-branded credit card from GSS Enterprises, LLC (“GSS”) within the Good Sam Services and Plans segment to 112 Table of Contents CWI, Inc. (“CWI”) within the RV and Outdoor Retail segment. This resulted in a transfer of $ 26.5 million of goodwill from the Good Sam Services and Plans segment to the RV and Outdoor Retail segment based on relative fair value as of January 1, 2019 of the portion of the reporting unit transferred. During the three months ended March 31, 2020, the Company determined that a triggering event for an interim goodwill impairment test of its RV and Outdoor Retail reporting unit had occurred as a result of the decline in the market price of the Company’s Class A common stock and the potential impact of COVID-19 on the Company’s business. As a result of the interim goodwill impairment test, the Company determined that the fair value of the RV and Outdoor Retail reporting unit was substantially above its respective carrying amount, therefore, no goodwill impairment was recorded. In the fourth quarter of 2020 and 2019, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, and GSS Enterprise reporting units. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show and GSS Enterprise reporting units are comprised of a portion of the Good Sam Services and Plans Segment. These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value. Therefore, no impairment charge was recorded during the years ended December 31, 2020 and 2019. The Company estimated the fair value of these reporting units using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach. In the fourth quarter of 2018, the Company performed its annual goodwill impairment test, which resulted in the determination that the carrying value of the former Retail reporting unit, which was comprised of the entire Retail segment as previously reported, exceeded its estimated fair value by an amount that exceeded the reporting unit’s goodwill balance. The excess of the carrying value over the estimated fair value of this reporting unit was primarily due to a decline in segment income leading to lower expected future cash flows for this reporting unit. The Company recorded an impairment charge of $ 40.0 million in the fourth quarter of 2018 related to this reporting unit. The former Retail reporting unit goodwill was reduced to zero . Additionally in the fourth quarter of 2018, the Company performed its annual goodwill impairment test of the Dealership reporting unit, which was comprised of the entire former Dealership segment as previously reported and the Good Sam Show and GSS Enterprise reporting units, which was comprised a portion of the Good Sam Services and Plans segment as previously reported. The Company did not record any impairment of goodwill for the Dealership, Good Sam Show and GSS Enterprise reporting units during the year ended December 31, 2018. 113 Table of Contents Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ Cost or ​ Accumulated ​ ​ ​ ​ Fair Value Amortization Net Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Membership and customer lists ​ $ 9,140 ​ $ ( 8,568 ) ​ $ 572 RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer lists and domain names ​ ​ 3,476 ​ ​ ( 1,930 ) ​ ​ 1,546 Supplier lists ​ ​ 1,696 ​ ​ ( 85 ) ​ ​ 1,611 Trademarks and trade names ​ ​ 29,564 ​ ​ ( 6,681 ) ​ ​ 22,883 Websites ​ ​ 6,140 ​ ​ ( 2,630 ) ​ ​ 3,510 ​ ​ $ 50,016 ​ $ ( 19,894 ) ​ $ 30,122 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2019 ​ ​ Cost or ​ Accumulated ​ ​ ​ ​ Fair Value Amortization Net Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Membership and customer lists ​ $ 9,140 ​ $ ( 7,972 ) ​ $ 1,168 RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer lists and domain names ​ ​ 2,065 ​ ​ ( 1,768 ) ​ ​ 297 Trademarks and trade names ​ ​ 28,955 ​ ​ ( 4,862 ) ​ ​ 24,093 Websites ​ ​ 5,990 ​ ​ ( 1,841 ) ​ ​ 4,149 ​ ​ $ 46,150 ​ $ ( 16,443 ) ​ $ 29,707 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.4 years. The approximate weighted average useful lives of our RV and Outdoor Retail finite-lived intangible assets are as follows: customer lists and domain names – 5.3 years, suppliers lists – 5.0 years, trademarks and trade names – 15.0 years, and websites – 8.3 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 12.8 years. Amortization expense of finite-lived intangibles for the years ended December 31, 2020, 2019, and 2018 was $ 4.6 million, $ 5.2 million and $ 4.5 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2020, was as follows (in thousands): ​ ​ ​ ​ ​ ​ 2021 $ 3,686 ​ 2022 ​ ​ 3,491 ​ 2023 ​ ​ 3,184 ​ 2024 ​ ​ 3,143 ​ 2025 ​ ​ 2,908 ​ Thereafter ​ ​ 13,710 ​ ​ ​ $ 30,122 ​ ​ 114 Table of Contents ​ 8. Accrued Liabilities Accrued liabilities consisted of the following at December 31, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 Compensation and benefits (1) ​ $ 43,787 ​ $ 31,743 Other accruals ​ ​ 93,901 ​ ​ 98,573 ​ ​ $ 137,688 ​ $ 130,316 ​ ​ ​ ​ ​ ​ ​ ​ (1) At December 31, 2020, this amount includes a deferral of payroll taxes under the CARES act of $ 14.6 million. ​ ​ 9. Long-Term Debt The following reflects outstanding long-term debt as of December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2019 Term Loan Facility (1) ​ $ 1,130,356 ​ $ 1,148,115 Finance Lease Liabilities (2) ​ ​ 29,982 ​ ​ — Real Estate Facility (3) ​ ​ 4,493 ​ ​ 19,521 Subtotal ​ ​ 1,164,831 ​ ​ 1,167,636 Less: current portion ​ ​ ( 14,414 ) ​ ​ ( 14,085 ) Total ​ $ 1,150,417 ​ $ 1,153,551 ​ ​ ​ ​ ​ ​ ​ (1) Net of $ 3.2 million and $ 4.3 million of original issue discount at December 31, 2020 and 2019, respectively, and $ 7.9 million and $ 10.7 million of finance costs at December 31, 2020 and 2019, respectively. (2) Consists of three real estate parcels with long-term leases and IT equipment contracts, which contain lease components that extend through the majority of the useful life of the asset. Certain IT equipment contracts also contain purchase options at the end of the term, which are likely to be exercised (see Note 10 – Lease Obligations). (3) Net of $ 0.2 million of finance costs at December 31, 2019. Finance costs at December 31, 2020 were not significant. The aggregate future maturities of long-term debt at December 31, 2020, were as follows (in thousands): ​ ​ ​ ​ ​ Long-term debt instruments ​ ​ 2021 $ 12,174 ​ 2022 ​ ​ 12,176 ​ 2023 ​ ​ 1,121,697 ​ Subtotal ​ ​ 1,146,047 ​ Finance Leases (1) ​ ​ 29,982 ​ Total ​ $ 1,176,029 ​ ​ ​ ​ ​ ​ (1) Current portion of finance leases was $ 2.2 million at December 31, 2020. See Note 10 - Lease Obligation. ​ ​ 115 Table of Contents Senior Secured Credit Facilities As of December 31, 2020 and 2019, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (as amended from time to time, the “Credit Agreement”) for a senior secured credit facility (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a $ 1.19 billion term loan facility (the “Term Loan Facility”) and a $ 35.0 million revolving credit facility (the “Revolving Credit Facility”). The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $ 15.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures on November 8, 2021, and the Term Loan Facility matures on November 8, 2023. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $ 3.0 million. Additionally, the Company is required to prepay the term loan borrowings in an aggregate amount up to 50 % of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio. On June 30, 2020, the Borrower made a $ 9.6 million voluntary principal payment on the Term Loan Facility. As of December 31, 2020, the Company is not required to make an additional excess cash flow payment. As of December 31, 2020, the average interest rate on the Term Loan Facility was 3.50 %. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2019 Senior Secured Credit Facilities: ​ ​ ​ ​ ​ ​ Term Loan Facility: ​ ​ ​ ​ ​ ​ Principal amount of borrowings ​ $ 1,195,000 ​ $ 1,195,000 Less: cumulative principal payments ​ ​ ( 53,459 ) ​ ​ ( 31,898 ) Less: unamortized original issue discount ​ ​ ( 3,241 ) ​ ​ ( 4,320 ) Less: finance costs ​ ​ ( 7,944 ) ​ ​ ( 10,667 ) ​ ​ ​ 1,130,356 ​ ​ 1,148,115 Less: current portion ​ ​ ( 11,891 ) ​ ​ ( 11,991 ) Long-term debt, net of current portion ​ $ 1,118,465 ​ $ 1,136,124 Revolving Credit Facility: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 35,000 ​ $ 35,000 Less: outstanding letters of credit ​ ​ ( 5,930 ) ​ ​ ( 4,112 ) Less: availability reduction due to Total Leverage Ratio ​ ​ — ​ ​ ( 21,622 ) Additional borrowing capacity ​ $ 29,070 ​ $ 9,266 ​ ​ ​ ​ ​ ​ ​ ​ The 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 Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the prepayment 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 has determined that no events have occurred at December 31, 2020, that would trigger a subjective acceleration clause. 116 Table of Contents The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total 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 (minus the lesser of (a) $ 5.0 million and (b) letters of credit outstanding) is greater than 30 % of the aggregate amount of the Revolving Lenders’ Revolving Commitments (minus the lesser of (a) $ 5.0 million and (b) letters of credit outstanding), as defined in the Credit Agreement. As of December 31, 2020, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 30 % threshold. The Company was in compliance with all applicable debt covenants at December 31, 2020 and 2019. Real Estate Facility As of December 31, 2020 and December 31, 2019, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), were party to a loan and security agreement for a real estate credit facility with an aggregate maximum principal capacity of $ 21.5 million (“Real Estate Facility”). Borrowings under the Real Estate Facility are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facility may be used to finance the acquisition of real estate assets. The Real Estate Facility is secured by first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facility (“Real Estate Facility Properties”). The Real Estate Facility matures on October 31, 2023. As of December 31, 2020, a principal balance of $ 4.5 million was outstanding under the Real Estate Facility, and the interest rate was 3.00 % with a commitment fee of 0.50 % of the aggregate unused principal amount of the Real Estate Facility. As of December 31, 2020 and December 31, 2019, the Company had no available capacity under the Real Estate Facility. In August 2020, the Company entered into an agreement to lease an owned property for a former distribution center in Greenville, North Carolina to a third party. By entering into this lease, the Company was required to pay down $ 10.3 million of the Real Estate Facility, which was paid in August 2020. Additionally, in September 2020, the Company sold an owned property relating to the other former distribution center in Greenville, North Carolina to a third party. By selling this property, the Company was required to pay down $ 3.4 million of the Real Estate Facility in September 2020. Management has determined that the credit agreement governing the Real Estate Facility includes subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at December 31, 2020 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facility is subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all debt covenants at December 31, 2020 and 2019. Finance Lease Liabilities The Company’s finance lease liabilities consist of three real estate parcels with long-term leases and IT equipment contracts, which contain lease components that extend through the majority of the useful life of the asset. Certain IT equipment contracts also contain purchase options at the end of the term, which are likely to be exercised (see Note 10 — Lease Obligations). 10. Lease Obligations The Company leases property and equipment throughout the United States primarily under finance and operating leases. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non- 117 Table of Contents lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases. Many of the Company’s lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments are incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability. Most of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise. The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date. The Company leases most of the properties for its retail locations through 254 operating leases. The Company also leases billboards and certain of its equipment primarily through operating leases. The related operating lease assets for these operating leases are included in operating lease assets. The Company has three properties classified as finance leases. The following presents components of lease assets and lease liabilities, and the associated financial statement line items ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Lease Assets and Liabilities ​ Financial Statement Line Items ​ 2020 ​ 2019 Operating lease assets ​ Operating lease assets ​ $ 769,487 ​ $ 807,537 Finance lease assets ​ Property and equipment, net ​ ​ 29,756 ​ ​ — Total lease assets, net ​ ​ ​ $ 799,243 ​ $ 807,537 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities - current ​ Current portion of operating lease liabilities ​ $ 62,405 ​ $ 58,613 Finance lease liabilities - current ​ Current portion of long-term debt ​ ​ 2,240 ​ ​ — Operating lease liabilities - non-current ​ Operating lease liabilities, net of current portion ​ ​ 804,555 ​ ​ 843,312 Finance lease liabilities - non-current ​ Long-term debt, net of current portion ​ ​ 27,742 ​ ​ — Total lease liabilities ​ ​ ​ $ 896,942 ​ $ 901,925 118 Table of Contents ​ The following presents certain information related to the costs for leases (in thousands): ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 Operating lease cost $ 121,238 ​ $ 122,431 Finance lease cost: ​ ​ ​ ​ ​ Amortization of finance lease assets ​ 2,701 ​ ​ — Interest on finance lease liabilities ​ 1,248 ​ ​ — Short-term lease cost ​ 1,699 ​ ​ 3,177 Variable lease cost ​ 23,385 ​ ​ 23,763 Sublease income ​ ( 1,876 ) ​ ​ ( 1,380 ) Net lease costs $ 148,395 ​ $ 147,991 ​ The following presents supplemental cash flow information related to leases (in thousands): ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows for operating leases $ 121,708 ​ $ 122,073 Operating cash flows for finance leases ​ 1,061 ​ ​ — Financing cash flows for finance leases ​ 2,355 ​ ​ — Lease assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ New, remeasured, and terminated operating leases $ 25,296 ​ $ 98,282 New finance leases ​ 31,895 ​ ​ — ​ The following presents other information related to leases: ​ ​ ​ ​ ​ ​ December 31, 2020 Weighted average remaining lease term: ​ ​ ​ Operating leases ​ 12.4 years Financing leases ​ 16.0 years Weighted average discount rate: ​ ​ ​ Operating leases ​ 7.1 % Financing leases ​ 6.0 % ​ 119 Table of Contents The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities on the balance sheet as of December 31, 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Finance ​ Leases Leases 2021 $ 120,376 $ 3,977 2022 ​ ​ 117,783 ​ ​ 4,011 2023 ​ ​ 115,532 ​ ​ 2,777 2024 ​ ​ 110,853 ​ ​ 2,494 2025 ​ ​ 103,471 ​ ​ 2,376 Thereafter ​ ​ 765,838 ​ ​ 33,776 Total lease payments ​ ​ 1,333,853 ​ ​ 49,411 Less: Imputed interest ​ ​ ( 466,893 ) ​ ​ ( 19,429 ) Total lease obligations ​ ​ 866,960 ​ ​ 29,982 Less: current portion ​ ​ ( 62,405 ) ​ ​ ( 2,240 ) Noncurrent lease obligations ​ $ 804,555 ​ $ 27,742 ​ ​ ​ ​ ​ ​ 11. Income Taxes The components of the Company’s income tax expense from operations for the year ended December 31, consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 2018 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 38,843 ​ $ 10,605 ​ $ 13,828 State ​ ​ 12,294 ​ ​ 4,080 ​ ​ 5,598 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 5,016 ​ ​ 9,140 ​ ​ 11,970 State ​ ​ 1,590 ​ ​ 5,757 ​ ​ ( 606 ) Income tax expense ​ $ 57,743 ​ $ 29,582 ​ $ 30,790 ​ A reconciliation of income tax expense from operations to the federal statutory rate for the year ended December 31, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 2018 Income taxes computed at federal statutory rate (1) ​ $ 84,411 ​ $ ( 19,051 ) ​ $ 20,238 State income taxes – net of federal benefit (1) ​ ​ 3,741 ​ ​ ( 4,728 ) ​ ​ 4,313 Other differences: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal alternative minimum tax and state and local taxes on pass-through entities ​ ​ 2,965 ​ ​ 937 ​ ​ 1,076 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) ​ ​ ( 53,147 ) ​ ​ ( 22,089 ) ​ ​ ( 41,367 ) Tax benefit from of transfer assets (3) ​ ​ — ​ ​ ( 14,170 ) ​ ​ — Increase in valuation allowance due to transfer of assets (3) ​ ​ — ​ ​ 26,350 ​ ​ — Increase in valuation allowance ​ ​ 19,058 ​ ​ 59,552 ​ ​ 43,175 Impact of other state tax rate changes ​ ​ ( 915 ) ​ ​ 1,653 ​ ​ ( 2,020 ) Goodwill impairment ​ ​ — ​ ​ — ​ ​ 6,158 Other ​ ​ 1,630 ​ ​ 1,128 ​ ​ ( 783 ) Income tax expense ​ $ 57,743 ​ $ 29,582 ​ $ 30,790 ​ 120 Table of Contents (1) Federal and state income tax for 2019 and 2018 include the tax effect of $ 2.5 million of income tax benefit and $ 0.3 million of income tax expense, respectively, relating to the revaluation in the Tax Receivable Agreement liability. The amount related to 2020 was insignificant. (2) The related income is taxable to the non-controlling interest. (3) These amounts represent the net income tax expense of $ 12.2 million (composed of an increase in the valuation allowance against the Company’s overall deferred tax assets of $ 26.4 million, offset by the income tax benefit associated with the transferred assets of $ 14.2 million) related to the transfer of certain assets, including the Good Sam Club and co-branded credit cards as discussed below. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, were (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Accelerated depreciation ​ $ ( 5 ) ​ $ ( 3 ) Prepaid expenses ​ ​ ( 1,690 ) ​ ​ ( 1,676 ) Intangible assets ​ ​ ( 2,865 ) ​ ​ ( 3,704 ) Operating lease assets ​ ​ ( 67,400 ) ​ ​ ( 71,221 ) Lease incentives ​ ​ ( 63 ) ​ ​ ( 5,226 ) ​ ​ ​ ( 72,023 ) ​ ​ ( 81,830 ) Deferred tax assets ​ ​ ​ ​ ​ ​ Investment impairment ​ ​ 22,169 ​ ​ 21,601 Inventory-related ​ ​ 5,494 ​ ​ 5,029 Gift cards ​ ​ 1,788 ​ ​ 1,385 Deferred revenues ​ ​ 6,996 ​ ​ 6,859 Accrual for employee benefits and severance ​ ​ 2,485 ​ ​ 1,555 Stock option expense ​ ​ 469 ​ ​ ( 10 ) Investment in partnership ("Outside Basis Deferred Tax Asset") (1) ​ ​ 241,805 ​ ​ 203,663 Tax Receivable Agreement liability ​ ​ 36,486 ​ ​ 28,715 Net operating loss carryforward ​ ​ 124,117 ​ ​ 114,617 Intangible assets ​ ​ 1,456 ​ ​ 2,086 Goodwill ​ ​ 1,433 ​ ​ 2,396 Deferred depreciation ​ ​ 1,283 ​ ​ 1,002 Operating lease liabilities ​ ​ 79,639 ​ ​ 82,785 Other reserves ​ ​ 8,057 ​ ​ 6,309 ​ ​ ​ 533,677 ​ ​ 477,992 Valuation allowance ​ ​ ( 295,946 ) ​ ​ ( 266,452 ) Net deferred tax assets ​ $ 165,708 ​ $ 129,710 ​ (1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC. ​ At December 31, 2020, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $ 462.7 million and $ 422.0 million, respectively, which will be able to offset future taxable income. If not used, $ 55.5 million of federal and $ 422.0 million of state net operating losses will expire between 2021 and 2040, and $ 407.2 million will be carried forward indefinitely. On January 1, 2019, the Company transferred certain assets relating to its Good Sam Club and co-branded credit card from its indirect wholly-owned subsidiary, GSS, an LLC, to its indirect wholly-owned subsidiary, CWI, a corporation. As a result of this transfer, the Company recorded $ 12.2 million of net income tax expense due to the revaluation of certain deferred tax assets and related changes in valuation allowance. As a result of transferring certain assets relating to its Good Sam Club and co-branded credit card from GSS to CWI, as described above, the Company also re-evaluated the impact on its Tax Receivable Agreement liability related to the reduction of future expected tax amortization. The reduction in future expected tax amortization reduced the Tax Receivable Agreement liability by $ 7.5 million. 121 Table of Contents As further described in Note 1 — Summary of Significant Accounting Policies — COVID-19, in response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of income tax and payroll tax payments or other changes to their income and non-income-based tax laws. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. For the year ended December 31, 2020, there were no material impacts to the Company’s consolidated financial statements as it relates to COVID-19 measures other than the deferral of non-income-based payroll taxes under the CARES Act of $ 29.2 million as of December 31, 2020, of which $ 14.6 million was included in other current liabilities and $ 14.6 million was included in other long-term liabilities in the consolidated balance sheets. At December 31, 2020, the Company determined that all of its deferred tax assets (except those of Camping World Inc. (“CW”) and the Outside Basis Deferred Tax Asset discussed below) are more likely than not to be realized. The valuation allowance for CW increased by $ 19.7 million in the year ended December 31, 2020, compared to an increase of $ 79.7 million in the year ended December 31, 2019, primarily as a result of increased operating losses incurred during 2020. Since it was determined that CW would not have sufficient taxable income in the current or carryforward periods under the tax law to realize the future tax benefits of its deferred tax assets, it continues to maintain a full valuation allowance. The Company maintains a partial valuation allowance against the Outside Basis Deferred Tax Asset pertaining to the portion that is not amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested. The partial valuation allowance for the Outside Basis Deferred Tax Asset increased by $ 9.8 million in the year ended December 31, 2020, compared to an increase of $ 6.2 million in the year ended December 31, 2019. The increase in the year ended December 31, 2020 was primarily the result of increased ownership, net of a reduction in enacted state income tax rates. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. The Company is not under any material audits in any jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2017. As of December 31, 2020 and 2019, the Company recorded $ 2.7 million and $ 0.3 million, respectively, related to uncertain tax positions. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. The Company is party to a tax receivable agreement (the “Tax Receivable 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. The above payments are predicated on CWGS, LLC making 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) of common units for cash or stock occur. These tax benefit payments are not conditioned upon one or more of 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 its 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 % of the tax benefits, if any, which may be realized. During the twelve months ended December 31, 2020 and 2019, 4,852,497 and 5,725 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 December 31, 2020, and December 31, 2019, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $ 145.9 million and $ 114.8 122 Table of Contents million, respectively, of which $ 8.1 million and $ 6.6 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the consolidated balance sheets. From January 1, 2021 to February 17, 2021, Crestview Partners II GP, L.P. has redeemed 1.3 million common units in CWGS, LLC for 1.3 million shares of the Company’s Class A common stock as a result of transactions pursuant to a trading plan. The estimated increase in deferred tax assets, the non-current portion of the Tax Receivable Agreement liability, and additional paid-in capital resulting from these redemptions is $ 13.3 million, $ 11.3 million, and $ 2.0 million, respectively. Payments pursuant to the Tax Receivable Agreement relating to these redemptions would begin during the year ended December 31, 2022. For tax years beginning on or after January 1, 2018, CWGS, LLC is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of CWGS, LLC would be conducted at the CWGS, LLC level, and if the IRS determines an adjustment, the default rule is that CWGS, LLC would pay an “imputed underpayment” including interest and penalties, if applicable. CWGS, LLC may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns. If CWGS, LLC does not elect to make a “push-out” election, CWGS, LLC has agreements in place requiring former partners to indemnify CWGS, LLC for their share of the imputed underpayment. The partnership agreement does not stipulate how CWGS, LLC will address imputed underpayments. If CWGS, LLC receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time. Any payments that CWGS, LLC ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time such distribution is declared. 12. Fair Value Measurements Accounting guidance for fair value measurements establishes a 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. There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2020 and 2019 of assets and liabilities that are no t measured at fair value on a recurring basis. The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Revolving Line of Credit, and the Real Estate Facility are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ December 31, 2020 ​ December 31, 2019 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility ​ Level 2 ​ $ 1,130,356 ​ $ 1,132,979 ​ $ 1,148,115 ​ $ 1,104,947 Floor Plan Facility Revolving Line of Credit ​ Level 2 ​ ​ 20,885 ​ ​ 20,791 ​ ​ 40,885 ​ ​ 41,299 Real Estate Facility ​ Level 2 ​ ​ 4,493 ​ ​ 4,600 ​ ​ 19,521 ​ ​ 21,030 ​ ​ 13. Commitments and Contingencies Sponsorship and Other Agreements The Company enters into sponsorship agreements from time to time. Current sponsorship agreements run through 2024. The agreements consist of annual fees payable in aggregate of $ 11.6 million in 2021, $ 14.5 million in 2022, $ 5.6 million in 2023, and $ 4.5 million in 2024, which are recognized to expense over the expected benefit period. 123 Table of Contents The Company entered into a subscription agreement for a customer relationship management software application in 2014. The subscription agreement was amended on October 28, 2016 and again October 18, 2017. The amended subscription agreement for future software services consists of annual fees payable as follows: $ 4.5 million in 2019, $ 4.8 million in 2020, and $ 5.0 million in 2021. Expense is recognized ratably over the term of the agreement. Self-Insurance Program Self-insurance reserves represent amounts established as a result of insurance programs under which the Company self-insures portions of the business risks. The Company carries substantial premium-paid, traditional risk transfer insurance for various business risks. The Company self-insures and establishes reserves for the retention on workers’ compensation insurance, general liability, automobile liability, professional errors and omission liability, and employee health claims. The self-insured claims liability was approximately $ 19.6 million and $ 18.4 million at December 31, 2020 and 2019, respectively. The determination of such claims and expenses and the appropriateness of the related liability are continually reviewed and updated. The self-insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the random nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2020 and 2019, these letters of credit were approximately $ 17.7 million and $ 15.3 million, respectively. This includes $ 11.7 million and $ 11.2 million as of December 31, 2020 and 2019, respectively, issued under the Floor Plan Facility (see Note 4 — Inventories, net and Notes Payable — Floor Plan, net), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 9 — Long-Term Debt). Litigation On October 19, 2018, a purported stockholder of the Company filed a putative class action lawsuit, captioned Ronge v. Camping World Holdings, Inc. et al ., in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Ronge Complaint”). On October 25, 2018, a different purported stockholder of the Company filed a putative class action lawsuit, captioned Strougo v. Camping World Holdings , Inc. et al ., in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Strougo Complaint”). The Ronge and Strougo Complaints were consolidated and lead plaintiffs (the “ Ronge Lead Plaintiffs”) appointed by the court. On February 27, 2019, the Ronge lead plaintiffs filed a consolidated complaint against the Company, certain of its officers, directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C., and the underwriters of the May and October 2017 secondary offerings of the Company’s Class A common stock (the “Consolidated Complaint”). The Consolidated Complaint alleged violations of Sections 11 and 12(a)(2) of the Securities Act of 1933, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading related to the business, operations, and management of the Company. Additionally, it alleged that certain of the Company’s officers and directors, Crestview Partners II GP, L.P., and Crestview Advisors, L.L.C. violated Section 15 of the Securities Act of 1933 and Section 20(a) of the Securities Exchange Act of 1934, as amended, by allegedly acting as controlling persons of the Company. On March 12, 2020, Ronge Lead Plaintiffs filed an Amended Consolidated Complaint, adding those allegations contained in the Geis Complaint (defined below). On March 13, 2020, Ronge Lead Plaintiffs filed an unopposed motion for preliminary approval of class action settlement, which the Court granted on April 7, 2020. On August 5, 2020, the Court granted final approval of the class action settlement and the case was dismissed with prejudice. The settlement was paid directly by the Company’s insurance carriers. On December 12, 2018, a putative class action complaint styled International Union of Operating Engineers Benefit Funds of Eastern Pennsylvania and Delaware v. Camping World Holdings Inc ., et al. was filed in the Supreme Court of the State of New York, New York County, on behalf of all purchasers of Camping World Class A common stock issued pursuant and/or traceable to a secondary offering of such securities in 124 Table of Contents October 2017 (“IUOE Complaint”). The IUOE Complaint named as defendants the Company, and certain of its officers and directors, among others, and alleged violations of Sections 11, 12(a), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading. On July 13, 2020, the parties entered into a confidential settlement agreement resolving the named plaintiff’s claims. The putative class’s claims were duplicative of certain claims in the Ronge case described above, and thus were included in the settlement agreement that the Ronge court approved at the settlement hearing on August 5, 2020. The Court entered an order of final dismissal on September 8, 2020. On February 22, 2019, a putative class action complaint styled Daniel Geis v. Camping World Holdings , Inc., et al . was filed in the Circuit Court of Cook County, Illinois, Chancery Division, on behalf of all purchasers of Camping World Class A common stock in and/or traceable to the Company’s initial public offering on October 6, 2016 (“Geis Complaint”). The Geis Complaint named as defendants the Company, certain of its officers and directors, and the underwriters of the offering, and alleged violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading. The Geis plaintiff became a plaintiff in Ronge , and the Geis putative class’s claims were duplicative of certain claims in the Ronge case described above, and thus were included in the settlement agreement that the Ronge court approved on August 5, 2020. The Court entered an order of final dismissal on August 18, 2020. On March 5, 2019, a shareholder derivative suit styled Hunnewell v. Camping World Holdings, Inc., et al. , was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading (the “Hunnewell Complaint”). On April 17, 2019, a shareholder derivative suit styled Lincolnshire Police Pension Fund v. Camping World Holdings, Inc., et al ., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading and unjust enrichment for compensation received during that time (the “LPPF Complaint”). The LPPF Complaint names the Company as nominal defendant, and names certain of the Company’s officers and directors, among others, as defendants and seeks compensatory damages, extraordinary equitable and/or injunctive relief, restitution and disgorgement, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On May 30, 2019, the Court granted the parties’ joint motion to consolidate the Hunnewell and LPPF Complaints (as well as any future filed actions relating to the subject matter) and stay the newly consolidated action pending the resolution of defendants’ motion to dismiss in the Ronge action. Following the Ronge court’s approval of settlement and entry of a final judgment and order dismissing the Ronge action with prejudice, on August 31, 2020, the parties filed a stipulation and proposed order designating the LPPF Complaint as the operative complaint in the consolidated action, and setting forth a schedule for defendants to respond to that Complaint, which the Court granted. On October 30, 2020, the Company, along with the other defendants, moved to dismiss this action. On December 30, 2020, the Court granted the parties’ stipulated schedule for Plaintiffs to file an amended complaint. On January 7, 2021, Plaintiffs filed their Amended Complaint, alleging substantially same claims and seeking the same relief. Defendants’ response to the Amended Complaint is due to be filed on or before March 8, 2021. On August 6, 2019, two shareholder derivative suits, styled Janssen v. Camping World Holdings, Inc., et al. , and Sandler v. Camping World Holdings, Inc. et al ., were filed in the U.S. District Court of Delaware. Both actions name the Company as a nominal defendant, and name certain of the Company’s officers and directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. as defendants, and allege: (i) violations of Section 14(a) of the Securities Exchange Act for issuing proxy statements that allegedly omitted material information and allegedly included materially false and misleading financial statements; (ii) violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, seeking contribution for causing the Company to issue allegedly false and misleading statements and/or allegedly omit material information in public statements and/or the Company’s filings concerning the Company’s financial performance, the effectiveness of internal controls to ensure accurate financial reporting, and the success and profitability of the integration and rollout of Gander Outdoors (now Gander RV) stores; (iii) breaches of fiduciary duty, unjust enrichment, abuse of control, and gross mismanagement for allegedly causing or allowing the Company to disseminate to Camping World 125 Table of Contents shareholders materially misleading and inaccurate information through the Company’s SEC filings; and (iv) breach of fiduciary duties for alleged insider selling and misappropriation of information (together, the “Janssen and Sandler Complaints”). The Janssen and Sandler Complaints seek restitutionary and/or compensatory damages, injunctive relief, disgorgement of all profits, benefits, and other compensation obtained by the certain of the Company’s officers and directors, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On September 25, 2019, the Court granted the parties’ joint motion to consolidate the action and stay the action pending resolution of defendants’ motion to dismiss in the Ronge action. Following the Ronge court’s approval of settlement and entry of a final judgment and order dismissing the Ronge action with prejudice, the case remains stayed while the parties confer regarding the schedule for further proceedings in the action. On May 28, 2020, Kamela Woodings (“Woodings”), in her representative capacity under the Private Attorney General Action (“PAGA”) filed a lawsuit styled Woodings v. FreedomRoads, LLC in Los Angeles County Superior Court against FreedomRoads, LLC in which she alleged that she and the putative class members often performed off-the-clock work for which they were not adequately compensated, and alleged the following causes of action: Violation of California Labor Code Sections 2698, et seq, (Private Attorney General Act of 2004), which includes allegations of (1) Failure to Pay Minimum Wage, (2) Failure to Pay Overtime, (3) Failure to Provide Meal Periods, (4) Failure to Provide Rest Breaks, (5) Failure to Timely Wage Upon Termination, (6) Failure to Timely Pay Wages During Employment, (7) Failure to Provide Complete And Accurate Wage Statements, and (8) Failure to Keep Accurate Business Records (the “PAGA Complaint”). The PAGA Complaint seeks civil penalties and attorneys’ fees and costs pursuant to California Labor Code Section 2699. On June 25, 2020, Woodings filed a class action complaint styled Woodings v. FreedomRoads, LLC in Los Angeles County Superior Court against FreedomRoads, LLC in which Woodings alleged that she and the putative class members, all of FreedomRoads, LLC’s non-exempt California employees, were not appropriately compensated for all wages earned in the form of commission, and that she and the putative class members often performed off-the-clock work for which they were not adequately compensated. Woodings also alleged the following causes of action: (1) Violation of California Labor Code §§ 1194, 1197, and 1197.1 (unpaid minimum wages); (2) Violation of California Labor Code §§ 1198 (unpaid overtime); (3) Violation of California Labor Code § 226.7 (unpaid meal period premiums); (4) Violation of California Labor Code § 226.7 (unpaid rest period premiums); (5) Violation of California Labor Code §§ 201 and 202 (final wages not timely paid); (6) Violation of California Labor Code § 226(a) (non-compliant wage statements); (7) Fraud; (8) Negligent Misrepresentation; (9) Breach of Contract; (10) Accounting; and (11) Violation of California Business and Professions Code §§ 17200, et seq., with the following sub-claims of (a) Failure to Pay Overtime, (b) Failure to Provide Meal Periods, (c) Failure to Provide Rest Periods, (d) Failure to Pay Minimum Wages, (e) Failure to Timely Wage Upon Termination, (f) Failure to Timely Pay Wages During Employment, (g) Failure to Keep Complete and Accurate Payroll Records, and (h) Failure to Pay Commissions seeking certification as a class action, monetary damages including general unpaid wages, unpaid wages at overtime wage rates, premium wages for meal and rest breaks not provided, general and special damages, actual, consequential and incidental losses and damages, statutory wage penalties, punitive damages, pre-judgment interest, attorneys’ fees and costs, liquidated damages, and non-monetary damages including an accounting of FreedomRoads, LLC’s revenues, costs and profits in connection with each sale of goods made by the putative class members and the appointment of a receiver to receive, manage and distribute any funds disgorged from FreedomRoads, LLC as may be determined to have been wrongly acquired by FreedomRoads, LLC, and any other and further relief the court deems just and proper (“Class Action”). On August 6, 2020, the Class Action was removed to the U.S. District Court for the Central District of California. On August 27, 2020, Woodings amended the Class Action to add a second plaintiff, Jodi Dormaier, representing a Washington subclass of all non-exempt FreedomRoads, LLC employees, in an amended lawsuit styled Kamela Woodings and Jodi Dormaier v. FreedomRoads, LLC (the “Amended Class Action”). The Amended Class Action alleged the following additional causes of action: Violation of Wash. Rev. Code §§ 49.46.090 and 49.46.090 (failure to pay minimum wage); Violation of Wash. Rev. Code § 49.46.130 (failure to pay overtime); Violation of Wash. Rev. Code §§ 49.12.020 (failure to provide meal breaks); Violation of Wash. Rev. Code §§ 49.12.020 (failure to provide rest breaks); Violation of Wash. Rev. Code §§ 49.48.010 (payment of wages upon termination); and Violation of Wash. Rev. Code §§ 49.52.050 (willful exemplary damages) seeking class certification, damages and restitution for all unpaid wages and other injuries to Woodings, 126 Table of Contents Dormeir, and the putative class, pre-judgment interest, declaratory judgment establishing a violation of California Labor Code, California Business and Professional Code §§ 17200, et seq., Revised Code of Washington and other laws of the States of California and Washington, and public policy, compensatory damages including lost wages, earnings, liquidated damages, and other employee benefits together with interest, restitution, recovery of all money, actual damages and all other sums of money owed to Woodings, Dormaier, and the putative class members, together with interest, an accounting of FreedomRoads, LLC’s revenues, costs, and profits in connection with each sale of goods and services made by Woodings, Dormaier, and the putative class, and reasonable attorneys’ fees and costs, and any other and further relief the court deems just and proper. On January 18, 2021, the parties entered into a preliminary agreement to settle the Amended Class Action and the PAGA Complaint subject to the terms of a long-form settlement agreement to be executed by the parties and approval by the courts. As of December 31, 2020, the Company had a reserve totaling $ 4.0 million for estimated losses related to this matter. 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 results of operations. From time to time, the Company is involved in other litigation arising in the normal course of business operations. Employment Agreements The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on adjusted earnings before interest, taxes, depreciation and amortization, and up to one year ’s severance pay beyond termination date. 14. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FR leases various retail locations from managers and officers. During 2020, 2019 and 2018, the related party lease expense for these locations was $ 2.0 million, $ 2.2 million and $ 1.9 million, respectively. In January 2012, FR entered into a lease (the “Original Lease”) for the offices in Lincolnshire, Illinois, which was amended as of March 2013 (the “First Amendment”). The Original Lease base rent was $ 29,000 per month that was amended to $ 31,500 per month in March 2013 by virtue of the First Amendment and is subject to annual increases. As of November 1, 2019, by way of the Second Amendment to the Office Lease, (together with the Original Lease and the First Amendment, collectively, the “Office Lease”), the Company began leasing additional space for an additional monthly base rent of $ 5,200 . The Company’s Chairman and Chief Executive Officer has personally guaranteed the Office Lease. Other Transactions 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, was the beneficial owner of Cumulus Media’s Class A common stock until approximately June 6, 2018, according to Crestview Partners II GP, L.P.’s most recently filed Schedule 13D amendment with respect to the company. For the year ended December 31, 2018, the Company incurred Cumulus Media expenses of $ 0.3 million for the aforementioned advertising services. Cumulus Media was not a related party in the years ended December 31, 2019 and 2020. 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. Mr. Lemonis has a 67 % economic interest in Precise Graphix. The Company incurred expenses from Precise Graphix of $ 0.3 million, $ 1.4 million and $ 5.6 million for the years ended December 31, 127 Table of Contents 2020, 2019 and 2018, respectively. The Company purchased point of purchase and visual merchandise displays from JD Custom Design (“JD Custom”) for use in Camping World’s retail store operations. Mr. Lemonis is a holder of 52 % of the combined voting power in JD Custom and the Company paid JD Custom $ 0 , $ 0 and $ 0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company does business with certain companies in which Stephen Adams, a member of the Company’s board of directors, has a direct or indirect material interest. The Company from time to time purchases advertising services from Adams Radio of Fort Wayne LLC (“Adams Radio”), in which Mr. Adams has an indirect 90 % interest. The Company paid Adams Radio $ 0 million, $ 0.2 million, and $ 0.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, and a member of the Company’s board of directors, $ 0.2 million, $ 0.3 million and $ 0.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, for legal services. ​ 15. Acquisitions In 2020 and 2019, subsidiaries of the Company acquired the assets or stock of multiple RV dealerships that constituted businesses under accounting rules. The Company used a combination of cash and floor plan financing to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new retail locations to expand its business and grow its customer base. Additionally, in October 2020, the RV and Outdoor Retail segment acquired the assets of an RV furniture distributor. The Company expects to benefit from synergies from this RV furniture distributor acquisition with its private label RV offerings, installation services, and retail offerings. 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. In 2019, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of five locations for an aggregate purchase price of approximately $ 48.4 million. The purchases were partially funded through $ 13.9 million of borrowings under the Floor Plan Facility revolving line of credit. In 2020, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $ 37.9 million plus real property of $ 53.1 million. The purchases were partially funded through $ 10.3 million of borrowings under the Floor Plan Facility revolving line of credit. Three of these acquired locations will open in 2021. Additionally, in October 2020, the RV and Outdoor Retail segment acquired the assets of an RV furniture distributor for $ 9.7 million in cash. For the years ended December 31, 2020 and 2019, the Company purchased real property of $ 53.1 million and $ 31.6 million, respectively, of which $ 34.1 million and $ 2.9 million, respectively, was from parties related to the sellers of the businesses. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the RV furniture distributor consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2020 2019 Tangible assets (liabilities) acquired (assumed): ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ $ 3,094 ​ $ — Inventories, net ​ ​ 17,211 ​ ​ 19,856 Prepaid expenses and other assets ​ ​ 643 ​ ​ 95 Property and equipment, net ​ ​ 1,077 ​ ​ 359 Operating lease assets ​ ​ 1,859 ​ ​ — Finance lease asset ​ ​ 2,373 ​ ​ — Accounts payable ​ ​ ( 1,628 ) ​ ​ ( 2 ) 128 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2020 2019 Accrued liabilities ​ ​ ( 2,839 ) ​ ​ ( 114 ) Operating lease liabilities ​ ​ ( 1,859 ) ​ ​ — Finance lease liabilities ​ ​ ( 2,373 ) ​ ​ ​ Total tangible net assets acquired ​ ​ 17,558 ​ ​ 20,194 Intangible assets acquired: ​ ​ ​ ​ ​ ​ Trademarks and trade names ​ ​ 725 ​ ​ — Supplier and customer relationships ​ ​ 3,107 ​ ​ — Total intangible assets acquired ​ ​ 3,832 ​ ​ — Goodwill ​ ​ 26,182 ​ ​ 28,224 Purchase price ​ ​ 47,572 ​ ​ 48,418 Cash and cash equivalents acquired ​ ​ — ​ ​ — Cash paid for acquisitions, net of cash acquired ​ ​ 47,572 ​ ​ 48,418 Inventory purchases financed via floor plan ​ ​ ( 10,350 ) ​ ​ ( 13,854 ) Cash payment net of floor plan financing ​ $ 37,222 ​ $ 34,564 ​ ​ ​ ​ ​ ​ ​ ​ The fair values above are preliminary relating to the year ended December 31, 2020 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 relating to the valuation of the acquired assets, primarily the acquired 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 years ended December 31, 2020 and 2019, acquired goodwill of $ 26.2 million and $ 28.2 million is expected to be deductible for tax purposes. Included in the years ended December 31, 2020 and 2019 consolidated financial results were $ 10.1 million and $ 44.6 million of revenue, respectively, and $ 0.5 million of pre-tax loss and $ 0.3 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material. 129 Table of Contents 16. Statements of Cash Flows Supplemental disclosures of cash flow information for the following periods (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ December 31, ​ December 31, ​ 2020 2019 2018 Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 72,458 ​ $ 105,776 ​ $ 94,591 Income taxes ​ ​ 52,938 ​ ​ 5,900 ​ ​ 17,683 Non-cash investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derecognized property and equipment for leases that qualified as operating leases after completion of construction ​ ​ — ​ ​ — ​ ​ ( 4,628 ) Leasehold improvements paid by lessor ​ ​ 37 ​ ​ 21,749 ​ ​ 27,022 Vehicles transferred to property and equipment from inventory ​ ​ 70 ​ ​ 827 ​ ​ 919 Derecognition of non-tenant improvements ​ ​ — ​ ​ — ​ ​ 8,134 Capital expenditures in accounts payable and accrued liabilities ​ ​ 3,738 ​ ​ 3,158 ​ ​ 8,441 Non-cash financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Par value of Class A common stock issued in exchange for common units in CWGS, LLC ​ ​ 48 ​ ​ — ​ ​ 3 Par value of Class A common stock issued for vested restricted stock units ​ ​ 3 ​ ​ 4 ​ ​ 3 Par value of Class A common stock repurchased for withholding taxes on vested RSUs ​ ​ — ​ ​ ( 1 ) ​ ​ ( 1 ) ​ ​ 17. Benefit Plan The Freedom Roads 401(k) Defined Contribution Plan (“FreedomRewards 401(k) Plan”) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended. Effective January 1, 2012, the GSE 401(k) Plan was merged with the FreedomRewards 401(k) Plan. Effective January 1, 2007, Camping World elected to begin participating in the FreedomRewards 401(k) Plan. All employees over age 18 , including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was grandfathered for any affected participants pursuant to FreedomRewards 401(k) Plan Amendment No. 3 signed December 15, 2011, and effective January 1, 2012. Non-highly compensated employees may defer up to 75 % of their eligible compensation up to the Internal Revenue Service limits. Highly compensated employees may defer up to 15 % of their eligible compensation up to the Internal Revenue Service limits. There were no contributions to the FreedomRewards 401(k) Plan in 2020, 2019 or 2018. 18. Stockholders’ Equity CWGS, LLC Ownership CWH is the sole managing member of CWGS, LLC and, although CWH has a minority economic interest in CWGS, LLC of 47.4 %, 42.0 %, and 41.9 % as of December 31, 2020, 2019, and 2018, respectively, CWH has the sole voting power in, and controls the management of, CWGS, LLC. The remaining 52.6 %, 58.0 %, and 58.1 % of CWGS, LLC as of December 31, 2020, 2019, and 2018, respectively, was held by the “Continuing Equity Owners,” whom the Company defines as collectively, ML Acquisition Company, a Delaware limited liability company, indirectly owned by each of Stephen Adams and the Company’s Chairman and Chief Executive Officer, Marcus Lemonis ("ML Acquisition”), funds controlled by Crestview Partners II GP, L.P. and, collectively, the Company’s named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of the Company’s board of directors, and certain other current and former non-executive employees and former directors, in each case, who held profit units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to the Company’s IPO and who received common units of CWGS, LLC in exchange for their profit units in connection with the reorganization transactions at the time of the IPO (collectively, the “Former Profit Unit Holders”) and each of their permitted transferees that own common units in CWGS, LLC and who may redeem at each of their options their common units for, at the 130 Table of Contents Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly issued shares of the Company’s Class A common stock. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. In accordance with the CWGS LLC Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay its regular quarterly cash dividend to holders of its Class A common stock and 2) the common unit holders of CWGS, LLC to pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC. The payment of these cash distributions by CWGS, LLC to Continuing Equity Owners are recorded as distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Deficit and Consolidated Statements of Cash Flows. The payment of these cash distributions by CWGS, LLC to CWH are within the consolidated group and, therefore, are not included in the distributions to holders of CWGS LLC common units in the accompanying Consolidated Statements of Stockholders’ Deficit and Consolidated Statements of Cash Flows. Common Stock Economic and Voting Rights Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally; provided that, for as long as ML Acquisition Company, LLC, a Delaware limited liability company, indirectly owned by each of Stephen Adams and the Company’s Chairman and Chief Executive Officer, Marcus Lemonis, and its permitted transferees of common units (collectively, the “ML Related Parties”), directly or indirectly, beneficially own in the aggregate 27.5 % or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47 % of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. Additionally, the one share of Class C common stock entitles its holder to the number of votes necessary such that the holder casts 5 % of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s Chairman and Chief Executive Officer, Marcus Lemonis. Holders of the Company’s Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by funds controlled by Crestview Partners II GP, L.P. and the ML Related Parties (the “Class B Common Owners”) and the number of shares of Class B common stock held by the Class B Common Owners. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Class B Common Owners will be permitted transferees of Class B common stock. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption or exchange any of the outstanding common units of CWGS, LLC held by the Class B Common Owners. Upon the occurrence of certain change in control events, the Class C common stock would no longer have any voting rights, such share of the Company’s Class C common stock will be cancelled for no consideration and will be retired, and the Company will not reissue such share of Class C common stock. The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). 131 Table of Contents Short-Swing Profit Disgorgement In May 2018, the Company received an aggregate of $ 557,000 from short-swing profit disgorgement remitted by ML Acquisition Company, LLC, of which Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, is the sole director, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders’ equity and as a financing activity in the consolidated statement of cash flows. Stock Repurchase Program On October 30, 2020, the Company’s 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. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the 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 its shares under this authorization. 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 Company expects to fund the repurchases using cash on hand. During the year ended December 31, 2020, the Company repurchased 811,223 shares of Class A common stock under this program for approximately $ 21.5 million, including commissions paid, at a weighted average price per share of $ 26.53 , which is recorded as treasury stock on the consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the year ended December 31, 2020, the Company reissued 238,776 shares of Class A common stock from treasury stock to settle the exercises of stock options and vesting of restricted stock units. As of December 31, 2020, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 78.5 million. 19. Non-Controlling Interests As described in Note 18 — Stockholders’ Equity, CWH 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 December 31, 2020 and 2019, CWGS, LLC had negative net assets, which resulted in negative non-controlling interest amounts on the consolidated balance sheets. At 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 consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the consolidated statement of stockholders’ deficit). As of December 31, 2020 and December 31, 2019, there were 89,043,176 and 89,158,273 common units of CWGS, LLC interests outstanding, respectively, of which CWH owned 42,226,389 and 37,488,989 common units of CWGS, LLC, respectively, representing 47.4 % and 42.0 % ownership interest in CWGS, LLC., respectively, and the Continuing Equity Owners owned 46,816,787 and 51,669,284 common units of CWGS, LLC, respectively, representing 52.6 % and 58.0 % ownership interests in CWGS, LLC, respectively. During the year ended December 31, 2020, the funds controlled by Crestview Partners II GP, L.P. redeemed 4.7 million common units of CWGS, LLC in exchange for 4.7 million shares of the Company’s Class A common stock, which also resulted in the cancellation of 4.7 million shares of the Company’s Class B 132 Table of Contents common stock that was previously held by the funds controlled by Crestview Partners II GP, L.P. During the year ended December 31, 2018, the ML Related Parties redeemed 0.1 million common units of CWGS, LLC in exchange for 0.1 million shares of the Company’s Class A common stock, which also resulted in the cancellation of 0.1 million shares of the Company’s Class B common stock that was previously held by the ML Related Parties. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2020 2019 2018 Net income (loss) attributable to Camping World Holdings, Inc. ​ $ 122,345 ​ $ ( 60,591 ) ​ $ 10,398 ​ 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 ​ ​ ( 2,602 ) ​ ​ — ​ ​ ( 86 ) ​ (Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units ​ ​ ( 6,398 ) ​ ​ 736 ​ ​ 881 ​ Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs ​ ​ ( 1,910 ) ​ ​ ( 1,477 ) ​ ​ ( 1,364 ) ​ Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock ​ ​ 11,616 ​ ​ — ​ ​ — ​ Increase (decrease) in additional paid-in capital as a result of the redemption of common units of CWGS, LLC ​ ​ 25,565 ​ ​ ( 478 ) ​ ​ 4,536 ​ Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests ​ $ 148,616 ​ $ ( 61,810 ) ​ $ 14,365 ​ ​ ​ 20. Equity-based Compensation Plans The following table summarizes the equity-based compensation that has been included in the following line items within the consolidated statements of operations during: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2020 2019 2018 Equity-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs applicable to revenue ​ $ 903 ​ $ 847 ​ $ 820 Selling, general, and administrative ​ ​ 19,758 ​ ​ 12,298 ​ ​ 13,268 Total equity-based compensation expense ​ $ 20,661 ​ $ 13,145 ​ $ 14,088 Total income tax benefit recognized related to equity-based compensation ​ $ 2,176 ​ $ 1,275 ​ $ 1,350 ​ ​ 2016 Incentive Award Plan In October 2016, the Company adopted the 2016 Incentive Award Plan (the “2016 Plan”) under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of equity-based awards to employees, consultants or non-employee directors of the Company. The Company does not intend to use cash to settle any of its equity-based awards. Upon the exercise of a stock option award, the vesting of 133 Table of Contents a restricted stock unit or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury. Stock options and restricted stock units granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment. Stock options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant. Stock option grants expire after ten years unless canceled earlier due to termination of employment. Restricted stock units granted to non-employee directors vest in equal annual installments over a one-year or three-year period subject to voluntary deferral elections made prior to the grant. The Company did not grant any stock options during the years ended December 31, 2020, 2019, or 2018. A summary of stock option activity for the year ended December 31, 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock Options ​ Weighted Average ​ Intrinsic Value ​ Contractual Life ​ (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2019 ​ ​ 745 ​ $ 21.86 ​ ​ ​ ​ ​ ​ Exercised ​ ​ ( 213 ) ​ $ 21.73 ​ ​ ​ ​ ​ ​ Forfeited ​ ​ ( 62 ) ​ $ 22.00 ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2020 ​ ​ 470 ​ $ 21.90 ​ $ 1,950 ​ ​ 5.7 Options exercisable at December 31, 2020 ​ ​ 470 ​ $ 21.90 ​ $ 1,950 ​ ​ 5.7 ​ At December 31, 2020, all stock options were fully vested. There were no exercises of stock options during the year ended December 31, 2019. The intrinsic value of stock options exercised was $ 2.3 million and $ 0.1 million for the years ended December 31, 2020 and 2018, respectively. The actual tax benefit for the tax deductions from the exercise of stock options was $ 0.3 million and not significant for the years ended December 31, 2020 and 2018, respectively. A summary of restricted stock unit activity for the year ended December 31, 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ Weighted Average ​ ​ Stock Units ​ Grant Date ​ (in thousands) Fair Value Outstanding at December 31, 2019 ​ ​ 1,806 ​ $ 19.68 Granted ​ ​ 2,520 ​ $ 32.54 Vested ​ ​ ( 661 ) ​ $ 20.83 Forfeited ​ ​ ( 273 ) ​ $ 24.40 Outstanding at December 31, 2020 ​ ​ 3,392 ​ $ 28.87 ​ The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2020, 2019 and 2018 was $ 32.54 , $ 11.17 , and $ 25.73 , respectively. At December 31, 2020, the intrinsic value of unvested restricted stock units was $ 88.4 million. At December 31, 2020, total unrecognized compensation cost related to unvested restricted stock units was $ 87.5 million and is expected to be recognized over a weighted-average period of 3.9 years. The fair value of restricted stock units that vested during the years ended December 31, 2020, 2019, and 2018 was $ 16.7 million, $ 11.8 million, and $ 5.6 million, respectively. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $ 2.1 million, $ 0.7 million, and $ 0.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. The restricted stock units that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the restricted stock units on their respective vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. 134 Table of Contents In June 2020, the Company entered into a consulting agreement with Melvin Flanigan that became effective after his resignation as the Company’s Chief Financial Officer and Secretary on June 30, 2020. Prior to Mr. Flanigan’s resignation from his employment with the Company, he was previously granted awards of (a) 62,500 restricted stock units (“RSU”) on January 21, 2019 (the “First Award”), and (b) 60,000 RSUs on November 12, 2019 (the “Second Award”) pursuant to the Company’s 2016 Incentive Award Plan. The consulting agreement provided, among other things, that (i) the remaining unvested 41,667 RSUs held by Mr. Flanigan pursuant to the First Award would vest on January 1, 2021, provided that the consulting agreement had not been terminated prior to December 31, 2020, and (ii) 20,000 unvested RSUs held by Mr. Flanigan pursuant to the Second Award that were scheduled to vest on November 15, 2020 would vest on such date, provided that the Consulting Agreement had not been terminated prior to such date. This modification resulted in an incremental equity-based compensation charge of $ 1.3 million relating to the modified RSUs, which was recorded between June 2020 and December 31, 2020. 21. Earnings Per Share Basic and Diluted Earnings Per Share Basic earnings per share of Class A common stock is computed by dividing net income (loss) available 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 (loss) available 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. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2020 2019 2018 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 344,215 ​ $ ( 120,301 ) ​ $ 65,581 ​ Less: net (income) loss attributable to non-controlling interests ​ ​ ( 221,870 ) ​ ​ 59,710 ​ ​ ( 55,183 ) ​ Net income (loss) attributable to Camping World Holdings, Inc. — basic and diluted ​ ​ 122,345 ​ ​ ( 60,591 ) ​ ​ 10,398 ​ Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs ​ ​ 1,304 ​ ​ ( 71 ) ​ ​ — ​ 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 ​ ​ — ​ ​ — ​ ​ 14,240 ​ Net income (loss) attributable to Camping World Holdings, Inc. — diluted ​ $ 123,649 ​ $ ( 60,662 ) ​ $ 24,638 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares of Class A common stock outstanding — basic and diluted ​ ​ 39,383 ​ ​ 37,310 ​ ​ 36,985 ​ Dilutive options to purchase Class A common stock ​ ​ 79 ​ ​ — ​ ​ 78 ​ Dilutive restricted stock units ​ ​ 547 ​ ​ 40 ​ ​ 83 ​ Dilutive common units of CWGS, LLC that are convertible into Class A common stock ​ ​ — ​ ​ — ​ ​ 51,732 ​ Weighted-average shares of Class A common stock outstanding — diluted ​ ​ 40,009 ​ ​ 37,350 ​ ​ 88,878 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share of Class A common stock — basic ​ $ 3.11 ​ $ ( 1.62 ) ​ $ 0.28 ​ Earnings (loss) per share of Class A common stock — diluted ​ $ 3.09 ​ $ ( 1.62 ) ​ $ 0.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options to purchase Class A common stock ​ ​ 361 ​ ​ 795 ​ ​ 681 ​ Restricted stock units ​ ​ 1,349 ​ ​ 1,179 ​ ​ 1,037 ​ Common units of CWGS, LLC that are convertible into Class A common stock ​ ​ 49,916 ​ ​ 51,670 ​ ​ — ​ ​ 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. 135 Table of Contents 22. Segment Information The Company has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail (see Note 1 – Summary of Significant Accounting Policies – Description of the Business for a discussion of the primary revenue generating activities of each segment). 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 a group comprised of the Chief Executive Officer and the President. Segment revenue includes intersegment revenue. Segment income includes intersegment allocations for subsidiaries and shared resources. Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2020 ​ Good Sam ​ RV and ​ ​ ​ ​ ​ ​ Services ​ Outdoor ​ Intersegment ​ ​ ​ ($ in thousands) and Plans Retail Eliminations Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam services and plans $ 182,758 ​ $ — ​ $ ( 1,781 ) ​ $ 180,977 New vehicles ​ — ​ ​ 2,829,296 ​ ​ ( 5,985 ) ​ ​ 2,823,311 Used vehicles ​ — ​ ​ 987,389 ​ ​ ( 2,536 ) ​ ​ 984,853 Products, service and other ​ — ​ ​ 950,247 ​ ​ ( 1,357 ) ​ ​ 948,890 Finance and insurance, net ​ — ​ ​ 474,196 ​ ​ ( 9,935 ) ​ ​ 464,261 Good Sam Club ​ — ​ ​ 44,299 ​ ​ — ​ ​ 44,299 Total consolidated revenue $ 182,758 ​ $ 5,285,427 ​ $ ( 21,594 ) ​ $ 5,446,591 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2019 ​ Good Sam ​ RV and ​ ​ ​ ​ ​ ​ Services ​ Outdoor ​ Intersegment ​ ​ ​ ($ in thousands) and Plans Retail Eliminations Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam services and plans $ 181,526 ​ $ — ​ $ ( 1,988 ) ​ $ 179,538 New vehicles ​ — ​ ​ 2,375,477 ​ ​ ( 5,156 ) ​ ​ 2,370,321 Used vehicles ​ — ​ ​ 860,032 ​ ​ ( 2,404 ) ​ ​ 857,628 Products, service and other ​ — ​ ​ 1,036,439 ​ ​ ( 1,862 ) ​ ​ 1,034,577 Finance and insurance, net ​ — ​ ​ 411,035 ​ ​ ( 9,733 ) ​ ​ 401,302 Good Sam Club ​ — ​ ​ 48,653 ​ ​ — ​ ​ 48,653 Total consolidated revenue $ 181,526 ​ $ 4,731,636 ​ $ ( 21,143 ) ​ $ 4,892,019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2018 ​ Good Sam ​ RV and ​ ​ ​ ​ ​ ​ Services ​ Outdoor ​ Intersegment ​ ​ ​ ($ in thousands) and Plans ​ Retail ​ Eliminations Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam services and plans $ 174,641 ​ $ — ​ $ ( 1,981 ) ​ $ 172,660 New vehicles ​ — ​ ​ 2,517,978 ​ ​ ( 5,124 ) ​ ​ 2,512,854 Used vehicles ​ — ​ ​ 734,108 ​ ​ ( 2,091 ) ​ ​ 732,017 Products, service and other ​ — ​ ​ 951,814 ​ ​ ( 2,431 ) ​ ​ 949,383 Finance and insurance, net ​ — ​ ​ 394,214 ​ ​ ( 10,503 ) ​ ​ 383,711 Good Sam Club ​ — ​ ​ 41,392 ​ ​ — ​ ​ 41,392 Total consolidated revenue $ 174,641 ​ $ 4,639,506 ​ $ ( 22,130 ) ​ $ 4,792,017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 136 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2020 2019 2018 Segment income (loss): (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 88,288 ​ $ 83,635 ​ $ 81,138 RV and Outdoor Retail ​ ​ 429,950 ​ ​ ( 42,609 ) ​ ​ 138,085 Total segment income ​ ​ 518,238 ​ ​ 41,026 ​ ​ 219,223 Corporate & other ​ ​ ( 9,751 ) ​ ​ ( 12,455 ) ​ ​ ( 6,821 ) Depreciation and amortization ​ ​ ( 51,981 ) ​ ​ ( 59,932 ) ​ ​ ( 49,322 ) Other interest expense, net ​ ​ ( 54,689 ) ​ ​ ( 69,363 ) ​ ​ ( 63,329 ) Tax Receivable Agreement liability adjustment ​ ​ 141 ​ ​ 10,005 ​ ​ ( 1,324 ) Loss and expense on debt restructure ​ ​ — ​ ​ — ​ ​ ( 2,056 ) Income (loss) before income taxes ​ $ 401,958 ​ $ ( 90,719 ) ​ $ 96,371 ​ (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. The Company has recast certain prior period amounts to conform to the two segments presented in 2019. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2020 2019 2018 Depreciation and amortization: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 3,474 ​ $ 4,304 ​ $ 3,328 ​ RV and Outdoor Retail ​ ​ 48,507 ​ ​ 55,628 ​ ​ 45,406 ​ Subtotal ​ ​ 51,981 ​ ​ 59,932 ​ ​ 48,734 ​ Corporate & other ​ ​ — ​ ​ — ​ ​ 588 ​ Total depreciation and amortization ​ $ 51,981 ​ $ 59,932 ​ $ 49,322 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2020 2019 2018 Other interest expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 5 ​ $ ( 1 ) ​ $ 4 ​ RV and Outdoor Retail ​ ​ 8,081 ​ ​ 8,941 ​ ​ 8,073 ​ Subtotal ​ ​ 8,086 ​ ​ 8,940 ​ ​ 8,077 ​ Corporate & other ​ ​ 46,603 ​ ​ 60,423 ​ ​ 55,252 ​ Total other interest expense, net ​ $ 54,689 ​ $ 69,363 ​ $ 63,329 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ($ in thousands) 2020 2019 2018 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 140,825 ​ $ 138,360 ​ $ 146,012 ​ RV and Outdoor Retail ​ ​ 2,881,637 ​ ​ 3,047,652 ​ ​ 2,467,519 ​ Subtotal ​ ​ 3,022,462 ​ ​ 3,186,012 ​ ​ 2,613,531 ​ Corporate & other ​ ​ 233,969 ​ ​ 190,228 ​ ​ 193,156 ​ Total assets ​ $ 3,256,431 ​ $ 3,376,240 ​ $ 2,806,687 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 137 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2020 2019 2018 Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 2,553 ​ $ 2,952 ​ $ 2,477 ​ RV and Outdoor Retail ​ ​ 82,243 ​ ​ 85,405 ​ ​ 251,882 ​ Subtotal ​ ​ 84,796 ​ ​ 88,357 ​ ​ 254,359 ​ Corporate and other ​ ​ 127 ​ ​ ( 1 ) ​ ​ — ​ Total capital expenditures ​ $ 84,923 ​ $ 88,356 ​ $ 254,359 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23. Quarterly Financial Information (Unaudited) The three months ended December 31, 2020, June 30, 2020 and March 31, 2020 reflect long-lived asset impairments of $ 6.6 million, $ 4.4 million, and $ 1.4 million, respectively, and the three months ended December 31, 2020, September 30, 2020, June 30, 2020 and March 31, 2020 reflect restructuring charges of $ 6.3 million, $ 4.6 million, $ 3.7 million and $ 3.0 million, respectively, relating to the 2019 Strategic Shift as described in Note 5 — Restructuring and Long-lived Asset Impairment. The three months ended December 31, 2019 and September 30, 2019, reflect long-lived asset impairments of approximately $ 16.3 million and $ 50.0 million, respectively, and restructuring charges of $ 19.5 million and $ 27.7 million, respectively, relating to the 2019 Strategic Shift as described in Note 5 — Restructuring and Long-lived Asset Impairment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ December 31, ​ September 30, ​ June 30, ​ March 31, ​ December 31, ​ September 30, ​ June 30, ​ March 31, ($ in thousands) 2020 2020 2020 2020 2019 2019 2019 2019 Revenue ​ $ 1,133,820 ​ $ 1,678,753 ​ $ 1,606,745 ​ $ 1,027,273 ​ $ 964,931 ​ $ 1,387,972 ​ $ 1,474,347 ​ $ 1,064,769 Income (loss) from operations ​ ​ 66,497 ​ ​ 193,093 ​ ​ 203,340 ​ ​ 13,265 ​ ​ ( 66,132 ) ​ ​ ( 32,307 ) ​ ​ 90,304 ​ ​ 16,882 Net income (loss) ​ ​ 40,338 ​ ​ 154,784 ​ ​ 163,222 ​ ​ ( 14,129 ) ​ ​ ( 80,854 ) ​ ​ ( 65,263 ) ​ ​ 52,623 ​ ​ ( 26,807 ) Net income (loss) attributable to Camping World Holdings, Inc. ​ ​ 14,378 ​ ​ 58,050 ​ ​ 58,077 ​ ​ ( 8,160 ) ​ ​ ( 28,521 ) ​ ​ ( 30,692 ) ​ ​ 18,017 ​ ​ ( 19,395 ) Earnings (loss) per share of Class A common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.34 ​ ​ 1.46 ​ ​ 1.54 ​ ​ ( 0.22 ) ​ $ ( 0.76 ) ​ ​ ( 0.82 ) ​ ​ 0.48 ​ ​ ( 0.52 ) Diluted ​ $ 0.34 ​ ​ 1.44 ​ ​ 1.54 ​ ​ ( 0.22 ) ​ $ ( 0.89 ) ​ ​ ( 0.82 ) ​ ​ 0.46 ​ ​ ( 0.52 ) ​ ​ (1) ​ 138 Table of Contents Schedule I: Condensed Financial Information of Registrant Camping World Holdings, Inc. Condensed Balance Sheets (Parent Company Only) (In Thousands Except Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2020 2019 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 37,355 ​ $ 44,991 Prepaid income taxes and other ​ ​ 4,073 ​ ​ 1,388 Total current assets ​ ​ 41,428 ​ ​ 46,379 ​ ​ ​ ​ ​ ​ ​ Deferred tax asset ​ ​ 163,759 ​ ​ 127,689 Investment in subsidiaries ​ ​ ( 32,479 ) ​ ​ ( 91,879 ) Total assets ​ $ 172,708 ​ $ 82,189 ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Current portion of liabilities under Tax Receivable Agreement ​ $ 8,089 ​ $ 6,563 Total current liabilities ​ ​ 8,089 ​ ​ 6,563 ​ ​ ​ ​ ​ ​ ​ Liabilities under Tax Receivable Agreement, net of current portion ​ ​ 137,845 ​ ​ 108,228 Total liabilities ​ ​ 145,934 ​ ​ 114,791 ​ ​ ​ ​ ​ ​ ​ 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 December 31, 2020 and December 31, 2019 ​ ​ — ​ ​ — Class A common stock, par value $ 0.01 per share – 250,000,000 shares authorized; 43,083,008 issued and 42,226,389 outstanding as of December 31, 2020 and 37,701,584 issued and 37,488,989 outstanding as of December 31, 2019 ​ ​ 428 ​ ​ 375 Class B common stock, par value $ 0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued as of December 31, 2020 and December 31, 2019; and 45,999,132 and 50,706,629 outstanding as of December 31, 2020 and December 31, 2019 ​ ​ 5 ​ ​ 5 Class C common stock, par value $ 0.0001 per share – one share authorized, issued and outstanding as of December 31, 2020 and December 31, 2019 ​ ​ — ​ ​ — Additional paid-in capital ​ ​ 63,342 ​ ​ 50,152 Treasury stock, at cost; 572,447 and 0 shares as of December 31, 2020 and December 31, 2019 ​ ​ ( 15,187 ) ​ ​ — Retained deficit ​ ​ ( 21,814 ) ​ ​ ( 83,134 ) Total stockholders' equity (deficit) ​ ​ 26,774 ​ ​ ( 32,602 ) Total liabilities and stockholders' equity ​ $ 172,708 ​ $ 82,189 ​ See accompanying Notes to Condensed Financial Information ​ 139 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Operations (Parent Company Only) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Intercompany revenue ​ $ 9,660 ​ $ 11,642 ​ $ 7,066 Total revenue ​ ​ 9,660 ​ ​ 11,642 ​ ​ 7,066 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative ​ ​ 9,660 ​ ​ 11,642 ​ ​ 7,066 Total operating expenses ​ ​ 9,660 ​ ​ 11,642 ​ ​ 7,066 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other interest expense, net ​ ​ 103 ​ ​ — ​ ​ ( 15 ) Tax Receivable Agreement liability adjustment ​ ​ 141 ​ ​ 10,005 ​ ​ ( 1,324 ) Equity in net income (loss) of subsidiaries ​ ​ 173,618 ​ ​ ( 43,317 ) ​ ​ 39,266 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ​ 173,862 ​ ​ ( 33,312 ) ​ ​ 37,927 Income tax expense ​ ​ ( 51,517 ) ​ ​ ( 27,279 ) ​ ​ ( 27,529 ) Net income (loss) ​ $ 122,345 ​ $ ( 60,591 ) ​ $ 10,398 ​ See accompanying Notes to Condensed Financial Information ​ 140 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Cash Flows (Parent Company Only) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2020 2019 2018 Operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 122,345 ​ $ ( 60,591 ) ​ $ 10,398 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income (loss) to net cash used in operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in net (loss) income of subsidiaries ​ ​ ( 173,618 ) ​ ​ 43,317 ​ ​ ( 39,266 ) Deferred tax expense ​ ​ 6,534 ​ ​ 14,981 ​ ​ 10,908 Tax Receivable Agreement liability adjustment ​ ​ ( 141 ) ​ ​ ( 10,005 ) ​ ​ 1,324 Change in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Intercompany receivables ​ ​ — ​ ​ 2,518 ​ ​ ( 2,518 ) Prepaid income taxes and other assets ​ ​ ( 2,685 ) ​ ​ 7,671 ​ ​ 1,464 Accounts payable and other accrued liabilities ​ ​ — ​ ​ — ​ ​ ( 44 ) Payment pursuant to Tax Receivable Agreement ​ ​ ( 6,563 ) ​ ​ ( 9,425 ) ​ ​ ( 8,914 ) Net cash used in operating activities ​ ​ ( 54,128 ) ​ ​ ( 11,534 ) ​ ​ ( 26,648 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of LLC Interest from CWGS, LLC ​ ​ ( 4,635 ) ​ ​ — ​ ​ ( 271 ) Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases ​ ​ 21,522 ​ ​ — ​ ​ — Distributions received from CWGS, LLC ​ ​ 107,517 ​ ​ 47,866 ​ ​ 65,940 Net cash provided by investing activities ​ ​ 124,404 ​ ​ 47,866 ​ ​ 65,669 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid to Class A common stockholders ​ ​ ( 61,025 ) ​ ​ ( 22,878 ) ​ ​ ( 22,697 ) Proceeds from exercise of stock options ​ ​ 4,635 ​ ​ — ​ ​ 153 Repurchases of Class A common stock to treasury ​ ​ ( 21,522 ) ​ ​ — ​ ​ — Disgorgement of short-swing profits by Section 16 officer ​ ​ — ​ ​ — ​ ​ 557 Net cash used in financing activities ​ ​ ( 77,912 ) ​ ​ ( 22,878 ) ​ ​ ( 21,987 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents ​ ​ ( 7,636 ) ​ ​ 13,454 ​ ​ 17,034 Cash and cash equivalents at beginning of year ​ ​ 44,991 ​ ​ 31,537 ​ ​ 14,503 Cash and cash equivalents at end of the year ​ $ 37,355 ​ $ 44,991 ​ $ 31,537 ​ See accompanying Notes to Condensed Financial Information ​ 141 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Notes to Condensed Financial Information (Parent Company Only) December 31, 2020 1. Organization Camping World Holdings, Inc. (the “Parent Company”) was formed on March 8, 2016 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC”), and certain deferred tax assets. The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC’s Senior Secured Credit Facilities. See Note 9 to the consolidated financial statements. 2. Basis of Presentation These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Camping World Holdings, Inc. and the accompanying notes thereto, included in this Form 10-K. For purposes of this condensed financial information, the Parent Company's interest in CWGS, LLC is recorded based upon its proportionate share of CWGS, LLC's net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of CWGS, LLC, and pursuant to the Amended and Restated LLC Agreement of CWGS, LLC (the “LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized. Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. For the years ended December 31, 2020, 2019, and 2018, the full amounts of intercompany revenue and equity in net income of subsidiaries in the accompanying Parent Company Statements of Operations were eliminated in consolidation. No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2020 and 2019. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $ 145.9 million and $ 114.8 million as of December 31, 2020 and 2019, respectively. 3. Commitments and Contingencies The Parent Company is party to a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85 % of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 11 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 11 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2020 and 2019, liabilities under the tax receivable agreement totaled $ 145.9 million and $ 114.8 million, respectively. See Note 13 to the consolidated financial statements for information regarding pending and threatened litigation. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation. 142 Table of Contents 4. Stock Repurchase Program During the year ended December 31, 2020, the Parent Company repurchased 811,223 shares of Class A common stock under this program for approximately $ 21.5 million, including commissions paid, at a weighted average price per share of $ 26.53 , which is recorded as treasury stock on the Parent Company’s balance sheet. This $ 21.5 million was concurrently funded by CWGS, LLC in exchange for the return of 811,223 common units in CWGS, LLC, which reduced the Parent Company’s ownership interest in CWGS, LLC. Class A common stock held as treasury stock is not considered outstanding. During the year ended December 31, 2020, the Parent Company reissued 238,776 shares of Class A common stock from treasury stock to settle the exercises of stock options and vesting of restricted stock units. See Note 18 to the consolidated financial statements for a further discussion of the stock repurchase program. 5. Statements of Cash Flows Supplemental disclosures of cash flow information are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ December 31, ​ 2020 2019 2018 Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ — ​ $ — ​ $ 15 Income taxes ​ ​ 47,668 ​ ​ 4,235 ​ ​ 14,421 Non-cash financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Par value of Class A common stock issued in exchange for common units in CWGS, LLC ​ ​ 48 ​ ​ — ​ ​ 3 Par value of Class A common stock issued for vested restricted stock units ​ ​ 3 ​ ​ 4 ​ ​ 3 Par value of Class A common stock repurchased for withholding taxes on vested RSUs ​ ​ — ​ ​ ( 1 ) ​ ​ ( 1 ) ​ ​ ​ ​ 143 Table of Contents Schedule II: Valuation and Qualifying Accounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at Additions Charged Charges Balance ​ Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense (1) Accounts (2) (Write-offs) of Period Accounts receivable allowance (3) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2020 ​ $ 3,717 ​ ​ 1,068 ​ $ ( 142 ) ​ $ ( 1,250 ) ​ $ 3,393 Year ended December 31, 2019 ​ ​ 4,729 ​ ​ ( 20 ) ​ $ 278 ​ $ ( 1,270 ) ​ ​ 3,717 Year ended December 31, 2018 (4) ​ ​ 8,659 ​ ​ 2,444 ​ ​ ( 5,278 ) ​ ​ ( 1,096 ) ​ ​ 4,729 ​ (1) Additions to allowance for doubtful accounts are charged to expense. (2) Additions to cancellations/returns allowances are credited against revenue. (3) Accounts receivable allowance includes the allowance for doubtful accounts and the allowance for cancellations /returns. (4) As a result of the adoption of ASC 606 on January 1, 2018, certain of the Company’s revenue streams are recorded as variable consideration and would no longer be considered to have an allowance for cancellations/returns (see Note 2 — Revenue in Part II, Item 8 of this Form 10-K). This resulted in a charge to other accounts of $ 5.5 million for the year ended December 31, 2018. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at Additions Charged Charges Balance ​ Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense Accounts (1) (Write-offs) of Period Noncurrent other assets allowance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2020 ​ $ 2,753 ​ $ — ​ $ — ​ $ ( 2,753 ) ​ $ — Year ended December 31, 2019 ​ ​ — ​ ​ 2,753 ​ ​ — ​ ​ — ​ ​ 2,753 Year ended December 31, 2018 (2) ​ ​ 7,187 ​ ​ — ​ ​ ( 7,187 ) ​ ​ — ​ ​ — (1) Additions to cancellations /returns allowances are credited against revenue. (2) As a result of the adoption of ASC 606 on January 1, 2018, certain of the Company’s revenue streams are recorded as variable consideration and would no longer be considered to have an allowance for cancellations/returns (see Note 2 — Revenue in Part II, Item 8 of this Form 10-K). This resulted in a charge to other accounts of $ 7.2 million for the year ended December 31, 2018. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tax Valuation ​ Tax Valuation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance ​ Allowance ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Charged to ​ Credited to ​ Charged ​ Balance ​ Beginning Income Tax Income Tax to Other ​ at End (In Thousands) of Period Provision Provision Accounts (1) of Period Valuation allowance for deferred tax assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2020 ​ $ 266,452 ​ $ 19,058 ​ $ — ​ $ 10,436 ​ $ 295,946 Year ended December 31, 2019 ​ ​ 180,983 ​ ​ 85,903 ​ ​ ( 434 ) ​ ​ — ​ ​ 266,452 Year ended December 31, 2018 ​ ​ 132,468 ​ ​ 43,175 ​ ​ — ​ ​ 5,340 ​ ​ 180,983 (1) Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC. ​ ​ 144 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​