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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-26 · 22 added, 39 removed, 149 unchanged (29% of the section changed)

9 unchanged sentences

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management has excluded from its assessment of internal control over financial reporting at December 31, 2020 the internal control over financial reporting of several of our recently acquired businesses in 2020, comprised of nine dealerships and an RV furniture distributor (the “Excluded Acquisitions”).

The Excluded Acquisitions constituted $35.7 million and $17.5 million of total assets and net assets, respectively, as of December 31, 2020, and $10.1 million and $0.5 million of revenues and net loss, respectively, for the year then ended.

Our management has excluded from its assessment of internal control over financial reporting at December 31, 2021 the internal control over financial reporting of several of our recently acquired businesses in 2021, comprised of nine dealerships (the “Excluded Acquisitions”).

The Excluded Acquisitions constituted $64.5 million and $15.0 million of total assets and net assets, respectively, as of December 31, 2021, and $106.1 million and $10.1 million of revenues and pre-tax income, respectively, for the year then ended.

Based on our assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

1 unchanged sentence

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2020, we completed the process of incorporating the internal controls for the businesses we acquired in 2019, comprised of three dealerships (the “2019 Excluded Acquisitions”), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2019 Excluded Acquisitions.

During the quarter ended December 31, 2021, we completed the process of incorporating the internal controls for the businesses we acquired in 2020, comprised of nine dealerships and an RV furniture distributor (the “2020 Excluded Acquisitions”), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2020 Excluded Acquisitions.

Except as otherwise described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

7 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Company's recently acquired businesses in 2020, comprised of nine dealerships and an RV furniture distributor (the "Excluded Acquisitions"), and whose financial statements constitute $35.7 million and $17.5 million of total assets and net assets, respectively, as of December 31, 2020, and $10.1 million and $0.5 million of revenues and net loss, respectively, for the year then ended.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Company's recently acquired businesses in 2021, comprised of nine dealerships (the "Excluded Acquisitions"), and whose financial statements constitute $64.5 million and $15.0 million of total and net assets, respectively, as of December 31, 2021, and $106.1 million and $10.1 million of revenues and pre-tax income, respectively, for the year then ended.

Accordingly, our audit did not include the internal control over financial reporting at the Excluded Acquisitions.

12 unchanged sentences

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

5 unchanged sentences

Not applicable

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Directors, Executive Officers and Corporate Governance

4 unchanged sentences

Other Information required by this item will be included under the captions “Proposal 1:

Election of Directors”, “Corporate Governance”, “Committees of the Board”, and, if applicable, “Delinquent Section 16(a) Reports” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

Election of Directors”, “Corporate Governance”, “Committees of the Board”, and, if applicable, “Delinquent Section 16(a) Reports” in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

Executive Compensation

The information required by this item will be included under the captions “Executive Compensation”, ”Director Compensation”, “Compensation Committee Report”, and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

The information required by this item will be included under the captions “Executive Compensation”, ”Director Compensation”, “Compensation Committee Report”, and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8 unchanged sentences

Other information required by this item with respect to security ownership of certain beneficial owners and management will be included under the caption “Security Ownership of Certain Beneficial Owners and

Management” and “Equity Compensation Plan Information” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

Management” and “Equity Compensation Plan Information” in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance—Director Independence” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

The information required by this item will be included under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance—Director Independence” in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this item will be included under the caption “Independent Registered Public Accounting Firm Fees and Other Matters” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

The information required by this item will be included under the caption “Independent Registered Public Accounting Firm Fees and Other Matters” in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

Exhibits, Financial Statements and Schedules

22 unchanged sentences

Registration Rights Agreement, dated October 6, 2016

Seventh Amended and Restated Credit Agreement, dated December 12, 2017, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto.

Eighth Amended and Restated Credit Agreement, dated September 30, 2021, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto

Incorporated by Reference

2 unchanged sentences

Filed/ Furnished Herewith

First Amendment to Seventh Amended and Restated Credit Agreement dated December 4, 2018 by and among FreedomRoads, LLC, as borrower, the lenders party thereto and Bank of America, N.A.

as administrative agent

Second Amendment to Seventh Amended and Restated Credit Agreement dated October 8, 2019 by and among FreedomRoads, LLC as borrower, the lenders party thereto, and Bank of America, N.A.

as administrative agent

Third Amendment to Seventh Amended and Restated Credit Agreement dated May 12, 2020 by and among FreedomRoads, LLC as borrower, the lenders party thereto, and Bank of America, N.A.

as administrative agent

Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc.

4 unchanged sentences

and Brent Moody

Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc.

and Brent Moody

First Amendment to Employment Agreement, by and between the Company and Brent Moody, dated March 25, 2020.

Employment Agreement between Camping World Holdings, Inc.

Moody, dated May 3, 2021

Camping World Holdings, Inc.

1 unchanged sentence

Camping World Holdings, Inc.

2016 Senior Executive Bonus Plan

Camping World Holdings, Inc.

Non-Employee Director Compensation Policy

4 unchanged sentences

Form of Employee Stock Option Agreement

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed/ Furnished Herewith

Form of Employee Restricted Stock Unit Agreement

1 unchanged sentence

Form of Indemnification Agreement

Credit Agreement, dated November 8, 2016, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

First Amendment to Credit Agreement, dated March 17, 2017, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

Second Amendment to Credit Agreement, dated October 6, 2017, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

Third Amendment to Credit Agreement dated March 28, 2018, by and among CWGS Enterprises, LLC, as holdings, GWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

Fourth Amendment to Credit Agreement, dated September 27, 2018, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank US, as administrative agent

Loan and Security Agreement, dated as of November 2, 2018 between Camping World Property, Inc., a Delaware corporation, as borrower, the other loan parties party thereto and CIBC Bank USA, as lender

Credit Agreement, dated June 3, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

Amendment No.

1 to Credit Agreement, dated December 20, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

Employment Agreement, by and between Camping World Holdings, Inc.

and Melvin Flanigan, dated January 1, 2019

and Tamara Ward dated December 19, 2019

Employment Agreement with Karin L.

Bell, dated July 1, 2020

Incorporated by Reference

2 unchanged sentences

Filed/ Furnished Herewith

Amendment to Employment Agreement dated November 8, 2019 by and between Camping World Holdings, Inc.

and Melvin Flanigan

Employment Agreement, by and between Camping World Holdings, Inc.

and Tamara Ward dated December 19, 2019

Employment Agreement with Karin L.

Bell, dated July 1, 2020

List of Subsidiaries of Camping World Holdings, Inc.

35 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures