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, 2022, 2021, and 2020 Contents Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 86 ​ ​ Consolidated Financial Statements ​ Consolidated Balance Sheets 89 Consolidated Statements of Operations 90 Consolidated Statements of Stockholders’ Equity 91 Consolidated Statements of Cash Flows 93 Notes to Consolidated Financial Statements 95 ​ ​ ​ ​ 85 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, 2022 and 2021, the related consolidated statements of operations, stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 23, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. 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. 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 from the third- 86 Table of Contents party insurance providers for selling these contracts are subject to chargebacks of such proceeds if the customer terminates the respective contract earlier than a stated period. The proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks depend on ultimate future cancellation rates, estimated by management by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience, adjusted for new consumer trends. As of December 31, 2022, the Company’s consolidated balance sheet included $76.4 million in chargeback liabilities related to these 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 estimates. 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 the calculation of the chargeback liabilities, which includes the estimation of future cancellation rates. ● 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 comprise 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 the 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 and property and equipment, which requires management to consider estimates of market rental rates based on comparable lease transactions. As of December 31, 2022, the Company had $758.3 million in property and equipment, net, and $742.3 million in operating lease ROU assets. During the year ended December 31, 2022, the Company recognized $4.2 million of long-lived asset impairments. We identified the impairment indicator analysis of long-lived assets and the cash flow estimates used in assessing the recoverability as a critical audit matter. For locations with impairment indicators, 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 87 Table of Contents identifying comparable market rental rate assumptions based on the specific geographic areas and characteristics of the respective location. 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 the impairment indicator analysis of long-lived assets, 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 23, 2023 ​ We have served as the Company's auditor since 2018. ​ ​ 88 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands Except Share and Per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 130,131 ​ $ 267,332 Contracts in transit ​ ​ 50,349 ​ ​ 57,741 Accounts receivable, net ​ ​ 112,411 ​ ​ 101,644 Inventories ​ ​ 2,123,858 ​ ​ 1,792,865 Prepaid expenses and other assets ​ ​ 66,913 ​ ​ 64,295 Total current assets ​ ​ 2,483,662 ​ ​ 2,283,877 Property and equipment, net ​ ​ 758,281 ​ ​ 599,324 Operating lease assets ​ ​ 742,306 ​ ​ 750,876 Deferred tax assets, net ​ ​ 143,226 ​ ​ 199,321 Intangible assets, net ​ ​ 20,945 ​ ​ 30,970 Goodwill ​ ​ 622,423 ​ ​ 483,634 Other assets ​ ​ 29,304 ​ ​ 24,927 Total assets ​ $ 4,800,147 ​ $ 4,372,929 Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 127,691 ​ $ 136,757 Accrued liabilities ​ ​ 147,833 ​ ​ 189,595 Deferred revenues ​ ​ 95,695 ​ ​ 95,467 Current portion of operating lease liabilities ​ ​ 61,745 ​ ​ 62,217 Current portion of finance lease liabilities ​ ​ 10,244 ​ ​ 4,964 Current portion of Tax Receivable Agreement liability ​ ​ 10,873 ​ ​ 11,322 Current portion of long-term debt ​ ​ 25,229 ​ ​ 15,822 Notes payable – floor plan, net ​ ​ 1,319,941 ​ ​ 1,011,345 Other current liabilities ​ ​ 73,076 ​ ​ 70,834 Total current liabilities ​ ​ 1,872,327 ​ ​ 1,598,323 Operating lease liabilities, net of current portion ​ ​ 764,835 ​ ​ 774,889 Finance lease liabilities, net of current portion ​ ​ 94,216 ​ ​ 74,752 Tax Receivable Agreement liability, net of current portion ​ ​ 159,743 ​ ​ 171,073 Revolving line of credit ​ ​ 20,885 ​ ​ 20,885 Long-term debt, net of current portion ​ ​ 1,484,416 ​ ​ 1,377,751 Deferred revenues ​ ​ 70,247 ​ ​ 69,024 Other long-term liabilities ​ ​ 85,792 ​ ​ 52,338 Total liabilities ​ ​ 4,552,461 ​ ​ 4,139,035 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, par value $ 0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021 ​ ​ — ​ ​ — Class A common stock, par value $ 0.01 per share – 250,000,000 shares authorized; 47,571,087 issued and 42,440,940 outstanding as of December 31, 2022 and 47,805,259 issued and 44,130,956 outstanding as of December 31, 2021 ​ ​ 476 ​ ​ 475 Class B common stock, par value $ 0.0001 per share – 75,000,000 shares authorized; 41,466,964 issued and outstanding as of December 31, 2022; 69,066,445 issued and 41,466,964 outstanding as of December 31, 2021 ​ ​ 4 ​ ​ 4 Class C common stock, par value $ 0.0001 per share – one share authorized, issued and outstanding as of December 31, 2022 and 2021 ​ ​ — ​ ​ — Additional paid-in capital ​ ​ 106,051 ​ ​ 98,113 Treasury stock, at cost; 5,130,147 and 3,390,131 shares as of December 31, 2022 and 2021, respectively ​ ​ ( 179,732 ) ​ ​ ( 130,006 ) Retained earnings ​ ​ 221,031 ​ ​ 189,471 Total stockholders' equity attributable to Camping World Holdings, Inc. ​ ​ 147,830 ​ ​ 158,057 Non-controlling interests ​ ​ 99,856 ​ ​ 75,837 Total stockholders' equity ​ ​ 247,686 ​ ​ 233,894 Total liabilities and stockholders' equity ​ $ 4,800,147 ​ $ 4,372,929 See accompanying Notes to Consolidated Financial Statements ​ 89 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands Except Per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 192,128 ​ $ 180,722 ​ $ 180,977 ​ RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 3,228,077 ​ ​ 3,299,454 ​ ​ 2,823,311 ​ Used vehicles ​ ​ 1,877,601 ​ ​ 1,686,217 ​ ​ 984,853 ​ Products, service and other ​ ​ 999,214 ​ ​ 1,100,942 ​ ​ 948,890 ​ Finance and insurance, net ​ ​ 623,456 ​ ​ 598,475 ​ ​ 464,261 ​ Good Sam Club ​ ​ 46,537 ​ ​ 47,944 ​ ​ 44,299 ​ Subtotal ​ ​ 6,774,885 ​ ​ 6,733,032 ​ ​ 5,265,614 ​ Total revenue ​ ​ 6,967,013 ​ ​ 6,913,754 ​ ​ 5,446,591 ​ Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 71,966 ​ ​ 72,877 ​ ​ 72,938 ​ RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,576,276 ​ ​ 2,423,478 ​ ​ 2,320,537 ​ Used vehicles ​ ​ 1,418,053 ​ ​ 1,247,794 ​ ​ 751,029 ​ Products, service and other ​ ​ 631,010 ​ ​ 706,074 ​ ​ 590,716 ​ Good Sam Club ​ ​ 7,424 ​ ​ 7,203 ​ ​ 8,892 ​ Subtotal ​ ​ 4,632,763 ​ ​ 4,384,549 ​ ​ 3,671,174 ​ Total costs applicable to revenue ​ ​ 4,704,729 ​ ​ 4,457,426 ​ ​ 3,744,112 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative ​ ​ 1,606,984 ​ ​ 1,573,609 ​ ​ 1,156,071 ​ Debt restructure expense ​ ​ — ​ ​ 12,078 ​ ​ — ​ Depreciation and amortization ​ ​ 80,304 ​ ​ 66,418 ​ ​ 51,981 ​ Long-lived asset impairment ​ ​ 4,231 ​ ​ 3,044 ​ ​ 12,353 ​ Lease termination ​ ​ 1,614 ​ ​ 2,211 ​ ​ 4,547 ​ Loss (gain) on sale or disposal of assets ​ ​ 622 ​ ​ ( 576 ) ​ ​ 1,332 ​ Total operating expenses ​ ​ 1,693,755 ​ ​ 1,656,784 ​ ​ 1,226,284 ​ Income from operations ​ ​ 568,529 ​ ​ 799,544 ​ ​ 476,195 ​ Other expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floor plan interest expense ​ ​ ( 42,031 ) ​ ​ ( 14,108 ) ​ ​ ( 19,689 ) ​ Other interest expense, net ​ ​ ( 75,745 ) ​ ​ ( 46,912 ) ​ ​ ( 54,689 ) ​ Loss on debt restructure ​ ​ — ​ ​ ( 1,390 ) ​ ​ — ​ Tax Receivable Agreement liability adjustment ​ ​ 114 ​ ​ ( 2,813 ) ​ ​ 141 ​ Other expense, net ​ ​ ( 752 ) ​ ​ ( 122 ) ​ ​ — ​ Total other expense ​ ​ ( 118,414 ) ​ ​ ( 65,345 ) ​ ​ ( 74,237 ) ​ Income before income taxes ​ ​ 450,115 ​ ​ 734,199 ​ ​ 401,958 ​ Income tax expense ​ ​ ( 99,084 ) ​ ​ ( 92,124 ) ​ ​ ( 57,743 ) ​ Net income ​ ​ 351,031 ​ ​ 642,075 ​ ​ 344,215 ​ Less: net income attributable to non-controlling interests ​ ​ ( 214,084 ) ​ ​ ( 363,614 ) ​ ​ ( 221,870 ) ​ Net income attributable to Camping World Holdings, Inc. ​ $ 136,947 ​ $ 278,461 ​ $ 122,345 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share of Class A common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 3.23 ​ $ 6.19 ​ ​ 3.11 ​ Diluted ​ $ 3.22 ​ $ 6.07 ​ ​ 3.09 ​ Weighted average shares of Class A common stock outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 42,386 ​ ​ 45,009 ​ ​ 39,383 ​ Diluted ​ ​ 42,854 ​ ​ 89,762 ​ ​ 40,009 ​ ​ See accompanying Notes to Consolidated Financial Statements ​ ​ 90 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Class A Common Stock ​ Class B Common Stock ​ Class C Common Stock ​ Paid-In ​ Treasury Stock ​ Retained ​ Controlling ​ ​ ​ ​ Shares Amounts Shares Amounts Shares Amounts Capital Shares Amounts Earnings Interest Total Balance at January 1, 2020 ​ 37,489 ​ $ 375 ​ 50,707 ​ $ 5 ​ — ​ $ — ​ $ 50,152 ​ — ​ $ — ​ $ ( 83,134 ) ​ $ ( 126,634 ) ​ $ ( 159,236 ) Equity-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 9,232 ​ — ​ ​ — ​ ​ — ​ ​ 11,429 ​ ​ 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 ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,050 ​ — ​ ​ — ​ ​ — ​ ​ ( 2,050 ) ​ ​ — 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 ) Equity-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 24,490 ​ — ​ ​ — ​ ​ — ​ ​ 23,446 ​ ​ 47,936 Exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,651 ) ​ 189 ​ ​ 5,762 ​ ​ — ​ ​ — ​ ​ 4,111 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 2,017 ) ​ — ​ ​ — ​ ​ — ​ ​ 2,017 ​ ​ — Vesting of restricted stock units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 28,493 ) ​ 971 ​ ​ 34,756 ​ ​ — ​ ​ ( 6,263 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on vested RSUs ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 989 ) ​ ( 303 ) ​ ​ ( 11,100 ) ​ ​ — ​ ​ — ​ ​ ( 12,089 ) Stock award to employee ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 15,551 ) ​ 511 ​ ​ 19,586 ​ ​ — ​ ​ ( 4,035 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on stock award to employee ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 160 ) ​ ( 197 ) ​ ​ ( 7,567 ) ​ ​ — ​ ​ — ​ ​ ( 7,727 ) Repurchases of Class A common stock to treasury stock ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 74,487 ​ ( 3,989 ) ​ ​ ( 156,256 ) ​ ​ — ​ ​ ( 74,487 ) ​ ​ ( 156,256 ) Redemption of LLC common units for Class A common stock ​ 4,722 ​ ​ 47 ​ ( 4,533 ) ​ ​ ( 1 ) ​ — ​ ​ — ​ ​ 15,685 ​ — ​ ​ — ​ ​ — ​ ​ 1,392 ​ ​ 17,123 Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 193,735 ) ​ ​ ( 193,735 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 67,176 ) ​ ​ — ​ ​ ( 67,176 ) Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 31,137 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 31,137 ) Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 107 ​ — ​ ​ — ​ ​ — ​ ​ ( 107 ) ​ ​ — Net income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 278,461 ​ ​ 363,614 ​ ​ 642,075 Balance at December 31, 2021 ​ 47,521 ​ $ 475 ​ 41,466 ​ $ 4 ​ — ​ $ — ​ $ 98,113 ​ ( 3,390 ) ​ $ ( 130,006 ) ​ $ 189,471 ​ $ 75,837 ​ $ 233,894 91 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 Earnings Interest Total Equity-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 13,897 ​ — ​ ​ — ​ ​ — ​ ​ 16,830 ​ ​ 30,727 Exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 349 ) ​ 25 ​ ​ 890 ​ ​ — ​ ​ — ​ ​ 541 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 245 ) ​ — ​ ​ — ​ ​ — ​ ​ 245 ​ ​ — Vesting of restricted stock units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 35,831 ) ​ 1,211 ​ ​ 42,640 ​ ​ — ​ ​ ( 6,600 ) ​ ​ 209 Repurchases of Class A common stock for withholding taxes on vested RSUs ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,371 ​ ( 383 ) ​ ​ ( 13,499 ) ​ ​ — ​ ​ — ​ ​ ( 11,128 ) Repurchases of Class A common stock to treasury stock ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 27,561 ​ ( 2,593 ) ​ ​ ( 79,757 ) ​ ​ — ​ ​ ( 37,774 ) ​ ​ ( 89,970 ) Redemption of LLC common units for Class A common stock ​ 50 ​ ​ 1 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 424 ​ — ​ ​ — ​ ​ — ​ ​ ( 45 ) ​ ​ 380 Disgorgement of short-swing profits by Section 16 officer ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 58 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 58 Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 162,963 ) ​ ​ ( 162,963 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 105,387 ) ​ ​ — ​ ​ ( 105,387 ) Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 294 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 294 Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 242 ) ​ — ​ ​ — ​ ​ — ​ ​ 242 ​ ​ — Net income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 136,947 ​ ​ 214,084 ​ ​ 351,031 Balance at December 31, 2022 ​ 47,571 ​ $ 476 ​ 41,466 ​ $ 4 ​ — ​ $ — ​ $ 106,051 ​ ( 5,130 ) ​ $ ( 179,732 ) ​ $ 221,031 ​ $ 99,856 ​ $ 247,686 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Company declared dividends per share of Class A common stock of $ 2.50 , $ 1.48 and $ 1.48 per share in 2022, 2021, and 2020, respectively. ​ See accompanying Notes to Consolidated Financial Statements ​ ​ 92 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 Operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 351,031 ​ $ 642,075 ​ $ 344,215 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 80,304 ​ ​ 66,418 ​ ​ 51,981 ​ Equity-based compensation ​ ​ 33,847 ​ ​ 47,936 ​ ​ 20,661 ​ Loss on lease termination ​ ​ 1,614 ​ ​ 2,211 ​ ​ 4,547 ​ Loss on debt restructure ​ ​ — ​ ​ 1,390 ​ ​ — ​ Long-lived asset impairment ​ ​ 4,231 ​ ​ 3,044 ​ ​ 12,353 ​ Loss (gain) on sale or disposal of assets ​ ​ 622 ​ ​ ( 576 ) ​ ​ 1,332 ​ Provision for losses on accounts receivable ​ ​ 669 ​ ​ 1,610 ​ ​ 1,068 ​ Non-cash lease expense ​ ​ 59,647 ​ ​ 60,519 ​ ​ 57,536 ​ Accretion of original debt issuance discount ​ ​ 2,602 ​ ​ 1,330 ​ ​ 1,079 ​ Non-cash interest ​ ​ 2,077 ​ ​ 2,513 ​ ​ 4,306 ​ Deferred income taxes ​ ​ 43,301 ​ ​ ( 5,890 ) ​ ​ 6,606 ​ Tax Receivable Agreement liability adjustment ​ ​ ( 114 ) ​ ​ 2,813 ​ ​ ( 141 ) ​ Change in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables and contracts in transit ​ ​ ( 4,111 ) ​ ​ ( 28,797 ) ​ ​ ( 2,777 ) ​ Inventories ​ ​ ( 254,319 ) ​ ​ ( 629,830 ) ​ ​ 239,334 ​ Prepaid expenses and other assets ​ ​ ( 5,104 ) ​ ​ ( 4,676 ) ​ ​ ( 3,016 ) ​ Accounts payable and other accrued expenses ​ ​ ( 42,303 ) ​ ​ 52,694 ​ ​ 39,846 ​ Payment pursuant to Tax Receivable Agreement ​ ​ ( 11,322 ) ​ ​ ( 8,089 ) ​ ​ ( 6,563 ) ​ Deferred revenue ​ ​ 1,451 ​ ​ 14,761 ​ ​ 4,560 ​ Operating lease liabilities ​ ​ ( 67,097 ) ​ ​ ( 63,462 ) ​ ​ ( 68,951 ) ​ CARES Act deferral of payroll taxes ​ ​ ( 14,706 ) ​ ​ ( 14,616 ) ​ ​ 29,231 ​ Other, net ​ ​ 7,463 ​ ​ 10,626 ​ ​ 10,462 ​ Net cash provided by operating activities ​ ​ 189,783 ​ ​ 154,004 ​ ​ 747,669 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ​ ( 154,926 ) ​ ​ ( 118,657 ) ​ ​ ( 31,845 ) ​ Proceeds from sale of property and equipment ​ ​ 1,623 ​ ​ 2,199 ​ ​ 1,751 ​ Purchase of real property ​ ​ ( 55,666 ) ​ ​ ( 129,154 ) ​ ​ ( 53,078 ) ​ Proceeds from the sale of real property ​ ​ 7,352 ​ ​ 3,635 ​ ​ 7,484 ​ Purchases of businesses, net of cash acquired ​ ​ ( 217,034 ) ​ ​ ( 100,117 ) ​ ​ ( 47,571 ) ​ Purchase of other investments ​ ​ ( 3,000 ) ​ ​ ( 7,983 ) ​ ​ — ​ Purchase of equity securities ​ ​ — ​ ​ — ​ ​ ( 2,500 ) ​ Purchases of intangible assets ​ ​ ( 884 ) ​ ​ ( 5,695 ) ​ ​ ( 176 ) ​ Net cash used in investing activities ​ $ ( 422,535 ) ​ $ ( 355,772 ) ​ $ ( 125,935 ) ​ ​ ​ 93 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from long-term debt ​ ​ 127,759 ​ ​ 430,698 ​ ​ — ​ Payments on long-term debt ​ ​ ( 12,322 ) ​ ​ ( 177,948 ) ​ ​ ( 36,792 ) ​ Net proceeds (payments) on notes payable – floor plan, net ​ ​ 314,061 ​ ​ 487,946 ​ ​ ( 324,485 ) ​ Borrowings on revolving line of credit ​ ​ — ​ ​ 20,000 ​ ​ — ​ Payments on revolving line of credit ​ ​ — ​ ​ ( 20,000 ) ​ ​ ( 20,000 ) ​ Proceeds from landlord funded construction on finance leases ​ ​ 6,028 ​ ​ — ​ ​ — ​ Payments on finance leases ​ ​ ( 5,977 ) ​ ​ ( 2,871 ) ​ ​ ( 2,278 ) ​ Proceeds from sale-leaseback arrangement ​ ​ 27,951 ​ ​ — ​ ​ — ​ Payments on sale-leaseback arrangement ​ ​ ( 132 ) ​ ​ — ​ ​ — ​ Payment of debt issuance costs ​ ​ ( 3,181 ) ​ ​ ( 1,925 ) ​ ​ — ​ Dividends on Class A common stock ​ ​ ( 105,387 ) ​ ​ ( 67,176 ) ​ ​ ( 61,025 ) ​ Proceeds from exercise of stock options ​ ​ 541 ​ ​ 4,111 ​ ​ 4,635 ​ RSU shares withheld for tax ​ ​ ( 11,128 ) ​ ​ ( 12,089 ) ​ ​ ( 4,742 ) ​ Stock award shares withheld for tax ​ ​ — ​ ​ ( 7,727 ) ​ ​ — ​ Repurchases of Class A common stock to treasury stock ​ ​ ( 79,757 ) ​ ​ ( 156,256 ) ​ ​ ( 21,522 ) ​ Disgorgement of short-swing profits by Section 16 officer ​ ​ 58 ​ ​ — ​ ​ — ​ Distributions to holders of LLC common units ​ ​ ( 162,963 ) ​ ​ ( 193,735 ) ​ ​ ( 136,974 ) ​ Net cash provided by (used in) financing activities ​ ​ 95,551 ​ ​ 303,028 ​ ​ ( 603,183 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents ​ ​ ( 137,201 ) ​ ​ 101,260 ​ ​ 18,551 ​ Cash and cash equivalents at beginning of the period ​ ​ 267,332 ​ ​ 166,072 ​ ​ 147,521 ​ Cash and cash equivalents at end of the period ​ $ 130,131 ​ $ 267,332 ​ $ 166,072 ​ ​ See accompanying Notes to Consolidated Financial Statements ​ 94 Table of Contents Camping World Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 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). CWH’s position as sole managing member of CWGS, LLC, includes periods where CWH held a minority economic interest in CWGS, LLC. As of December 31, 2022, 2021, and 2020, CWH owned 50.2 %, 51.2 % and 47.4 %, 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. 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. See Note 22 – Segments Information for further information about the Company’s segments. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; commissions on 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 service and collision 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 brand, 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). 95 Table of Contents COVID-19 Within a few months of the initial significant outbreaks of COVID-19 in the U.S., the Company experienced elevated demand for RVs and many of its related products and services. The Company believes that consumers view RVs as a safer alternative to many other travel and recreational activities, in addition to an opportunity to enjoy the outdoors after many consumers spent much of their time at home during portions of the pandemic. The Company believes this led to an introduction of many new customers to the RV lifestyle and a greater appreciation of outdoor activities. For much of the COVID-19 pandemic, demand and interest in new and used vehicles outpaced vehicle supply. Beginning in September 2021, the Company was able to procure more new vehicles from its suppliers than were sold and new towables inventory levels, in particular, normalized in early 2022. During the height of the pandemic, and related government orders directing non-essential business closures or reductions, the majority of the Company’s retail locations continued to operate as essential businesses. The Company has implemented preparedness plans consistent with government directives to keep its employees and customers safe. As case counts have risen and receded over the course of the pandemic, the Company has adjusted remote work and office schedules accordingly. Historically, most of the Company’s consumer shows and events take place during the first quarter. As a consequence of COVID-19, the Company held fewer consumer shows in 2021 and 2022. Moving forward, the Company has shifted its consumer show strategy to focus on shows that support its own Camping World dealerships as opposed to hosting other competing dealerships. The Company expects to annually host fewer than five ticketed in-person consumer shows under the Good Sam brand in future years. Cybersecurity Incident The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and is continuing to cooperate with law enforcement. The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. This litigation could result in financial judgments or the payment of settlement amounts and disputes with insurance carriers concerning coverage. The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the 96 Table of Contents reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the consolidated 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, 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 accompanying 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 $ 9.6 million at December 31, 2022 and $ 7.8 million at December 31, 2021, which are included in other assets in the accompanying 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, 2022 and 2021. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances of approximately $ 4.2 million as of December 31, 2022 and $ 4.7 million as of December 31, 2021 for uncollectible accounts were required. Additionally, there was a less than $ 0.1 million allowance for doubtful accounts for noncurrent receivables at December 31, 2021 recognized during the year ended December 31, 2021. The following table details the changes in the allowance for doubtful accounts relating to current receivables (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ December 31, ​ 2022 2021 Allowance for doubtful accounts: ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ $ 4,711 ​ $ 3,393 Charged to bad debt expense ​ ​ 675 ​ ​ 1,568 Deductions (1) ​ ​ ( 1,164 ) ​ ​ ( 250 ) Balance, end of period ​ $ 4,222 ​ $ 4,711 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. 97 Table of Contents 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, 2022 and 2021 was approximately $ 146.4 million and $ 278.7 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 plus reconditioning costs. Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value using the first in, first out method. The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight and rebates. 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. Leases Leases are recorded in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) (see Note 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-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 98 Table of Contents 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 is 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. 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 99 Table of Contents 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. 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 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 Good Sam Services and Plans 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 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. New and Used Vehicles 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. Products, Service and Other 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. The remaining RV and Outdoor retail revenue consists of sales of products, service and other, 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. E-commerce sales are recognized when the product is shipped and recorded as variable 100 Table of Contents consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded. Finance and Insurance, net 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 ten years , adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $ 76.4 million and $ 68.8 million as of December 31, 2022 and December 31, 2021, respectively. Good Sam Club 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. Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2022, 2021 and 2020 were $ 150.7 million, $ 136.3 million and $ 96.3 million, respectively. Advertising expenses relating to RV and Outdoor Retail segment were included in selling, general and administrative expenses in the consolidated statements of operations. Advertising expenses relating to the Good Sam Services and Plans segment were included in costs applicable to revenues in the consolidated statements of operations, since, by the nature of those revenue streams, they are integral to the generation of those revenues. 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, 2022, 2021, and 2020, $ 7.2 million, $ 8.0 million, and $ 8.2 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue. 101 Table of Contents 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. Seasonality The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in its retail locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline. Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the timing of acquisitions and the seasonality of the Company’s business. The Company prefers to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be remodeled and to ramp up operations ahead of the spring and summer months. The timing of the Company’s acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has historically resulted in SG&A expenses as a percentage of gross profit being higher in these quarters. Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This standard requires contract assets and contract liabilities, such as certain receivables and deferred revenue, acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree instead of recording those balances at fair value. This standard should be applied prospectively to acquisitions occurring after the effective date. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company early adopted ASU 2021-08 as of January 1, 2022 and the adoption did not materially impact its consolidated financial statements. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related 102 Table of Contents to such an equity security. The standard should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements. In September 2022, the FASB issued ASU 2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). This standard requires a buyer in a supplier finance program to disclose qualitative and quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period. The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. As this standard relates to additional disclosure requirements, the Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements. ​ 2. Revenue Contract Assets As of December 31, 2022 and 2021, a contract asset of $ 18.4 million and $ 16.2 million, respectively, relating to RV service revenues was included in accounts receivable in the accompanying consolidated balance sheets. As of December 31, 2022 and 2021, the Company had capitalized costs to acquire a contract consisting of $ 5.1 million and $ 5.4 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, 2022, $ 95.5 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. For the year ended December 31, 2021, $ 88.2 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. As of December 31, 2022, the Company had unsatisfied performance obligations primarily relating to 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 obligations for these revenue streams at December 31, 2022 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): ​ ​ ​ ​ ​ ​ As of ​ December 31, 2022 2023 $ 95,695 2024 ​ ​ 32,630 2025 ​ ​ 17,766 2026 ​ ​ 9,549 2027 ​ ​ 4,554 Thereafter ​ ​ 5,748 Total ​ $ 165,942 ​ ​ ​ ​ ​ 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. 103 Table of Contents 3. Accounts Receivable Accounts receivable consisted of the following at December 31, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 Good Sam Services and Plans ​ $ 14,385 ​ $ 13,046 RV and Outdoor Retail ​ ​ ​ ​ ​ ​ New and used vehicles ​ ​ 3,995 ​ ​ 4,636 Parts, service and other ​ ​ 40,708 ​ ​ 42,418 Trade accounts receivable ​ ​ 25,352 ​ ​ 20,974 Due from manufacturers ​ ​ 23,861 ​ ​ 16,499 Other ​ ​ 8,300 ​ ​ 8,782 Corporate ​ ​ 32 ​ ​ — ​ ​ ​ 116,633 ​ ​ 106,355 Allowance for doubtful accounts ​ ​ ( 4,222 ) ​ ​ ( 4,711 ) ​ ​ $ 112,411 ​ $ 101,644 ​ ​ 4. Inventories and Floor Plan Payables Inventories consisted of the following at December 31, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Good Sam services and plans ​ $ 625 ​ $ — New RVs ​ ​ 1,411,016 ​ ​ 1,108,836 Used RVs ​ ​ 464,310 ​ ​ 406,398 Products, parts, accessories and other ​ ​ 247,907 ​ ​ 277,631 ​ ​ $ 2,123,858 ​ $ 1,792,865 ​ Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is 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. 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, 2022 and 2021, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (“Floor Plan Facility”) entered into in September 2021, which amended the Seventh Amended and Restated Credit Agreement that was previously entered into in December 2017. The Floor Plan Facility at December 31, 2022 allowed FR to borrow (a) up to $ 1.70 billion under a floor plan facility, (b) up to $ 30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $ 70.0 million under the revolving line of credit. The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $ 50 million increments up to a maximum amount of $ 200 million. The lenders under the Floor Plan Facility are not under any obligation to provide commitments in respect of any such increase. The maturity date of the Floor Plan Facility is September 30, 2026. As of December 31, 2022 and 2021, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 6.01 % and 1.96 %, respectively. Under the Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.90 % to 2.50 % determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40 % to 1.00 % determined based on FR’s consolidated current ratio. 104 Table of Contents As of December 31, 2022 and 2021, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 6.21 % and 2.31 %, respectively. Under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either: (a) a floating BSBY rate, plus 2.25 %, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50 %, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75 %, plus 0.75 %, in the case of base rate loans. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at December 31, 2022. 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 payables under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan borrowings that would otherwise accrue interest, while retaining the ability to withdraw amounts from the FLAIR offset account subject to the financial covenants under the Floor Plan Facility. 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, 2022 and 2021, FR had $ 217.7 million and $ 92.1 million, respectively, in the FLAIR offset account. The maximum FLAIR percentage of outstanding floor plan borrowings is 35 % under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility. Management has determined that the credit agreements governing the Floor Plan Facility include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2022 that would trigger a subjective acceleration clause. Additionally, the credit agreements governing the Floor Plan Facility contain certain financial covenants. FR was in compliance with all debt covenants at December 31, 2022 and 2021. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2022 and December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Floor Plan Facility: ​ ​ ​ ​ ​ ​ Notes payable — floor plan: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 1,700,000 ​ $ 1,700,000 Less: borrowings, net ​ ​ ( 1,319,941 ) ​ ​ ( 1,011,345 ) Less: flooring line aggregate interest reduction account ​ ​ ( 217,669 ) ​ ​ ( 92,108 ) Additional borrowing capacity ​ ​ 162,390 ​ ​ 596,547 Less: short-term payable for sold inventory (1) ​ ​ ( 33,501 ) ​ ​ ( 28,036 ) Less: purchase commitments ​ ​ ( 43,807 ) ​ ​ ( 34,612 ) Unencumbered borrowing capacity ​ $ 85,082 ​ $ 533,899 ​ ​ ​ ​ ​ ​ ​ Revolving line of credit ​ $ 70,000 ​ $ 70,000 Less: borrowings ​ ​ ( 20,885 ) ​ ​ ( 20,885 ) Additional borrowing capacity ​ $ 49,115 ​ $ 49,115 ​ ​ ​ ​ ​ ​ ​ Letters of credit: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 30,000 ​ $ 30,000 Less: outstanding letters of credit ​ ​ ( 11,371 ) ​ ​ ( 11,500 ) Additional letters of credit capacity ​ $ 18,629 ​ $ 18,500 ​ ​ (1) The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the Consolidated Balance Sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows. ​ ​ 105 Table of Contents ​ 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 closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift. As of December 31, 2020, the Company 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. During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that are not RV-related. The information available at the inception of the 2019 Strategic Shift relating to these product categories was incomplete based on the relative immaturity of the locations offering these products and was further delayed by the impact of COVID-19 on consumer buying behavior (see Note 1 — Summary of Significant Accounting Policies — COVID-19). During the year ended December 31, 2021, the Company recorded $ 15.0 million of incremental reserve charges relating to product categories that are not RV-related. As of December 31, 2022, the activities under the 2019 Strategic Shift have been completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations had been delayed in part due to the COVID-19 pandemic and is expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $ 121.3 million to $ 132.8 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 was incurred through December 31, 2020; ● lease termination costs of $ 21.0 million to $ 29.0 million, of which $ 19.4 million has been incurred through December 31, 2022; ● incremental inventory reserve charges of $ 57.4 million, all of which was incurred through December 31, 2021; and ● other associated costs of $ 41.7 million to $ 45.2 million, of which $ 38.9 million has been incurred through December 31, 2022. Through December 31, 2022, the Company has incurred $ 38.9 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 $ 2.8 million to $ 6.3 million represents similar costs that may be incurred through the year ending December 31, 2023 for locations that continue in a wind-down period, primarily comprised of lease costs accounted for under ASC 842 prior to lease termination. The Company intends to negotiate terminations of these leases where prudent and pursue sublease arrangements for the remaining leases. Lease costs may continue to be incurred after December 31, 2023 on these leases if the Company is unable to terminate the leases under acceptable terms or offset the 106 Table of Contents 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, ​ ​ ​ 2022 2021 2020 ​ Restructuring costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-time termination benefits (1) ​ $ — ​ $ — ​ $ 231 ​ Lease termination costs (2) ​ ​ 1,316 ​ ​ 1,431 ​ ​ 4,432 ​ Incremental inventory reserve charges (3) ​ ​ — ​ ​ 15,017 ​ ​ 543 ​ Other associated costs (4) ​ ​ 7,026 ​ ​ 10,684 ​ ​ 16,835 ​ Total restructuring costs ​ $ 8,342 ​ $ 27,132 ​ $ 22,041 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) These costs incurred in 2020 were primarily included in costs applicable to revenues – products, service and other 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 year ended December 31, 2020, costs of approximately $ 0.4 million were included in costs applicable to revenue – products, service and other. For the years ended December 31, 2022, 2021 and 2020, costs of approximately $ 7.0 million, $ 10.7 million and $ 16.4 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 Charged to expense ​ ​ — ​ ​ 1,650 ​ ​ 10,684 ​ ​ 12,334 Paid or otherwise settled ​ ​ — ​ ​ ( 1,650 ) ​ ​ ( 10,532 ) ​ ​ ( 12,182 ) Balance at December 31, 2021 ​ ​ — ​ ​ — ​ ​ 926 ​ ​ 926 Charged to expense ​ ​ — ​ ​ 6,097 ​ ​ 7,026 ​ ​ 13,123 Paid or otherwise settled ​ ​ — ​ ​ ( 6,097 ) ​ ​ ( 7,083 ) ​ ​ ( 13,180 ) Balance at December 31, 2022 ​ $ — ​ $ — ​ $ 869 ​ $ 869 (1) Lease termination costs exclude the $ 1.3 million, $ 6.1 million and $ 0.2 million and $ 4.8 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 years ended December 31, 2020, 2021 and 2022, 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. 107 Table of Contents Long-Lived Asset Impairment During the years ended December 31, 2022, 2021 and 2020, the Company had indicators of impairment of the long-lived assets for certain of its locations. Such indicators primarily included the update of certain assumptions in the long-lived asset impairment analysis for closed locations or based on the Company’s review of location performance in the normal course of business. 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 those fair values 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. The following table details long-lived asset impairment charges by type of long-lived asset (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2022 2021 2020 ​ Long-lived asset impairment charges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasehold improvements ​ $ 2,557 ​ $ 721 ​ $ 2,374 ​ Furniture and equipment ​ ​ 61 ​ ​ 196 ​ ​ 2,588 ​ Buildings ​ ​ — ​ ​ — ​ ​ 1,461 ​ Operating lease right-of-use assets ​ ​ 1,613 ​ ​ 2,127 ​ ​ 5,930 ​ Total long-lived asset impairment charges ​ ​ 4,231 ​ ​ 3,044 ​ ​ 12,353 ​ Less: portion unrelated to 2019 Strategic Shift ​ ​ ( 2,617 ) ​ ​ ( 1,645 ) ​ ​ ( 64 ) ​ 2019 Strategic Shift long-lived asset impairment charges ​ $ 1,614 ​ $ 1,399 ​ $ 12,289 ​ ​ ​ 6. Property and Equipment, net Property and equipment consisted of the following at December 31, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ ​ 2022 ​ 2021 ​ Land ​ $ 132,728 ​ $ 95,724 ​ Buildings and improvements ​ ​ 265,621 ​ ​ 208,136 ​ Leasehold improvements ​ ​ 301,055 ​ ​ 255,378 ​ Furniture and equipment ​ ​ 232,449 ​ ​ 201,083 ​ Software ​ ​ 87,327 ​ ​ 78,592 ​ Construction in progress and software in development ​ ​ 81,256 ​ ​ 58,694 ​ ​ ​ ​ 1,100,436 ​ ​ 897,607 ​ Less: accumulated depreciation and amortization ​ ​ ( 342,155 ) ​ ​ ( 298,283 ) ​ Property and equipment, net ​ $ 758,281 ​ $ 599,324 ​ ​ Depreciation expense for the years ended December 31, 2022, 2021, and 2020 was $ 48.7 million, $ 61.6 million and $ 47.4 million, respectively . ​ 108 Table of Contents 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, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam ​ ​ ​ ​ ​ ​ ​ Services and ​ RV and ​ ​ ​ ​ Plans Outdoor Retail Consolidated Balance at January 1, 2021 (excluding impairment charges) ​ $ 70,713 ​ $ 584,247 ​ $ 654,960 Accumulated impairment charges ​ ​ ( 46,884 ) ​ ​ ( 194,953 ) ​ ​ ( 241,837 ) Balance at January 1, 2021 ​ ​ 23,829 ​ ​ 389,294 ​ ​ 413,123 Acquisitions ​ ​ — ​ ​ 70,511 ​ ​ 70,511 Balance at December 31, 2021 ​ ​ 23,829 ​ ​ 459,805 ​ ​ 483,634 Acquisitions ​ ​ 405 ​ ​ 138,384 ​ ​ 138,789 Balance at December 31, 2022 ​ $ 24,234 ​ $ 598,189 ​ $ 622,423 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. In the fourth quarter of 2022 and 2021, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, and GSS Enterprise reporting units. The Good Sam Media reporting unit was also included in the 2022 impairment test as the goodwill for that reporting unit related to a 2022 acquisition of a publication business. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show, GSS Enterprise, and Good Sam Media 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, 2022 and 2021. 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. 109 Table of Contents Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Cost or ​ Accumulated ​ ​ ​ ​ Fair Value Amortization Net Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Membership, customer lists and other ​ $ 9,640 ​ ​ ( 8,971 ) ​ $ 669 Trademarks and trade names ​ ​ 2,132 ​ ​ ( 95 ) ​ ​ 2,037 Websites ​ ​ 3,050 ​ ​ ( 682 ) ​ ​ 2,368 RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer lists and domain names ​ ​ 5,626 ​ ​ ( 2,880 ) ​ ​ 2,746 Supplier lists ​ ​ 1,696 ​ ​ ( 763 ) ​ ​ 933 Trademarks and trade names ​ ​ 29,564 ​ ​ ( 19,691 ) ​ ​ 9,873 Websites ​ ​ 7,519 ​ ​ ( 5,200 ) ​ ​ 2,319 ​ ​ $ 59,227 ​ $ ( 38,282 ) ​ $ 20,945 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Cost or ​ Accumulated ​ ​ ​ ​ Fair Value Amortization Net Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Membership, customer lists and other ​ $ 9,140 ​ $ ( 8,748 ) ​ $ 392 Websites ​ ​ 2,500 ​ ​ ( 253 ) ​ ​ 2,247 RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer lists and domain names ​ ​ 5,626 ​ ​ ( 2,298 ) ​ ​ 3,328 Supplier lists ​ ​ 1,696 ​ ​ ( 424 ) ​ ​ 1,272 Trademarks and trade names ​ ​ 29,564 ​ ​ ( 9,465 ) ​ ​ 20,099 Websites ​ ​ 7,185 ​ ​ ( 3,553 ) ​ ​ 3,632 ​ ​ $ 55,711 ​ $ ( 24,741 ) ​ $ 30,970 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.3 years, trademarks and trade names are 15.0 years, and websites are 7.0 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 are 7.0 years, suppliers lists are 5.0 years, trademarks and trade names are 14.4 years, and websites are 10.1 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 11.4 years. During the first quarter of 2022, the Company recorded $ 8.8 million of incremental accelerated amortization from the adjustment of the useful lives of certain trademark and trade name intangible assets relating to brands not traditionally associated with RVs that the Company is phasing out. Amortization expense of finite-lived intangibles for the years ended December 31, 2022, 2021, and 2020 was $ 13.5 million, $ 4.8 million and $ 4.6 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2022, was as follows (in thousands): ​ ​ ​ ​ ​ ​ 2023 $ 2,580 ​ 2024 ​ ​ 2,108 ​ 2025 ​ ​ 1,808 ​ 2026 ​ ​ 1,218 ​ 2027 ​ ​ 1,218 ​ Thereafter ​ ​ 12,013 ​ ​ ​ $ 20,945 ​ ​ ​ 110 Table of Contents 8. Accrued Liabilities Accrued liabilities consisted of the following at December 31, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 2021 Compensation and benefits (1) ​ $ 45,043 ​ $ 64,313 Other accruals ​ ​ 102,790 ​ ​ 125,282 ​ ​ $ 147,833 ​ $ 189,595 ​ (1) At December 31, 2021, this amount included a deferral of payroll taxes under the CARES Act of $ 14.6 million, all of which was paid in 2022. ​ 9. Long-Term Debt The following reflects outstanding long-term debt as of December 31, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Term Loan Facility (1) ​ $ 1,360,454 ​ $ 1,367,277 Real Estate Facilities (2) ​ ​ 145,911 ​ ​ 22,896 Other Long-Term Debt ​ ​ 3,280 ​ ​ 3,400 Subtotal ​ ​ 1,509,645 ​ ​ 1,393,573 Less: current portion ​ ​ ( 25,229 ) ​ ​ ( 15,822 ) Total ​ $ 1,484,416 ​ $ 1,377,751 ​ ​ ​ ​ ​ ​ ​ (1) Net of $ 14.2 million and $ 16.8 million of original issue discount at December 31, 2022 and 2021, respectively, and $ 5.8 million and $ 6.9 million of finance costs at December 31, 2022 and 2021, respectively. (2) Net of $ 3.4 million and $ 0.2 million of finance costs at December 31, 2022 and 2021, respectively. ​ The aggregate future maturities of long-term debt at December 31, 2022, were as follows (in thousands): ​ ​ ​ ​ ​ Long-term debt instruments ​ ​ 2023 $ 25,229 ​ 2024 ​ ​ 22,017 ​ 2025 ​ ​ 21,492 ​ 2026 ​ ​ 37,586 ​ 2027 ​ ​ 116,222 ​ Thereafter ​ ​ 1,310,410 ​ Total ​ ​ 1,532,956 ​ ​ Senior Secured Credit Facilities As of December 31, 2022 and 2021, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a senior secured credit facility (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a $ 1.4 billion term loan facility (the “Term Loan Facility”) and a $ 65.0 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 $ 25.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures in June 2026, and the Term Loan Facility matures in June 2028. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $ 3.5 million. The December 31, 2022 principal payment was due in January 2023, since December 31, 2022 was on a weekend. Additionally, the Company is required to prepay the term loan borrowings in an aggregate amount up to 50 % of excess cash 111 Table of Contents flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022. No additional excess cash flow payment was required relating to 2022 and the Company does not expect an additional excess cash flow payment to be required relating to 2023. Under the Senior Secured Credit Facilities, the Company has the ability to request to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $ 725.0 million and (b) 100 % of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the Credit Agreement). The Company had requested and received an increase in the Term Loan Facility of $ 300.0 million in December 2021. The lenders under the Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase. As of December 31, 2022 and 2021, the average interest rate on the Term Loan Facility was 6.80 % and 3.25 % , respectively, and the effective interest rate on the Term Loan Facility was 7.03 % and 3.46 % , respectively. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Senior Secured Credit Facilities: ​ ​ ​ ​ ​ ​ Term Loan Facility: ​ ​ ​ ​ ​ ​ Principal amount of borrowings ​ $ 1,400,000 ​ $ 1,400,000 Less: cumulative principal payments ​ ​ ( 19,515 ) ​ ​ ( 9,004 ) Less: unamortized original issue discount ​ ​ ( 14,224 ) ​ ​ ( 16,826 ) Less: unamortized finance costs ​ ​ ( 5,807 ) ​ ​ ( 6,893 ) ​ ​ ​ 1,360,454 ​ ​ 1,367,277 Less: current portion ​ ​ ( 14,015 ) ​ ​ ( 14,015 ) Long-term debt, net of current portion ​ $ 1,346,439 ​ $ 1,353,262 Revolving Credit Facility: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 65,000 ​ $ 65,000 Less: outstanding letters of credit ​ ​ ( 4,930 ) ​ ​ ( 4,930 ) Additional borrowing capacity ​ $ 60,070 ​ $ 60,070 ​ ​ ​ ​ ​ ​ ​ ​ 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 payment of dividends subject to certain limitations and minimum operating covenants. Additionally, management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2022 that would trigger a subjective acceleration clause. The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35 % of the total commitment on the Revolving Credit Facility (excluding (i) up to $ 15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of December 31, 2022, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35 % threshold. The Company was in compliance with all applicable debt covenants at December 31, 2022 and 2021. 112 Table of Contents Real Estate Facilities On October 27, 2022, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, entered into a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $ 250.0 million with an option that allows FRHP to request an additional $ 100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase. The M&T Real Estate Facility bears interest at FRHP’s option of either (as defined in the credit agreement for the M&T Real Estate Facility): (a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30 % or (b) the highest of (i) the Federal Funds Rate plus 1.80 %, (ii) the Prime Rate plus 1.30 %, or (iii) SOFR plus 2.30 %. The M&T Real Estate Facility has an unused commitment fee of 0.20 % of the aggregate unused principal amount and it matures in October 2027. Additionally, the M&T Real Estate Facility is subject to a debt service coverage ratio covenant (as defined in the credit agreement for the M&T Real Estate Facility). All obligations under the M&T Real Estate Facility and the guarantees of those obligations, are secured, subject to certain exceptions, by the mortgaged real property assets. In November 2018, September 2021, and December 2021, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) with aggregate maximum principal capacities of $ 21.5 million, $ 9.0 million, and $ 10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively. Borrowings under the CIBC Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets and are secured by first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities. The First CIBC Real Estate Facility, the CIBC Second Real Estate Facility, and Third CIBC Real Estate Facility mature in October 2023, September 2026, and December 2026, respectively. The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ ​ Principal ​ Remaining ​ Wtd. Average (In thousands) Outstanding (1) Available (2) Interest Rate Real Estate Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ M&T Real Estate Facility ​ $ 124,655 ​ $ 122,134 (3) ​ 6.39 % First CIBC Real Estate Facility ​ ​ 3,934 ​ ​ — ​ ​ 6.39 % Second CIBC Real Estate Facility ​ ​ 7,779 ​ ​ — ​ ​ 6.39 % Third CIBC Real Estate Facility ​ ​ 9,543 ​ ​ — ​ ​ 6.14 % ​ ​ $ 145,911 ​ $ 122,134 ​ ​ ​ (1) Outstanding principal amounts are net of unamortized finance costs. (2) Amounts cannot be reborrowed. (3) Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility. ​ Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2022 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all debt covenants at December 31, 2022 and 2021. 113 Table of Contents Other Long-Term Debt In December 2021, FRHP Lincolnshire, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, assumed a mortgage as part of a real estate acquisition. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LC, a wholly-owned subsidiary of CWGS, LLC. As of December 31, 2022, the outstanding principal balance of the mortgage was $ 3.3 million with an interest rate of 3.50 %. The mortgage matures in December 2026. 10. Lease Obligations The Company leases most of the properties for its retail locations through 241 operating leases and 10 finance leases. The Company also leases billboards and certain of its equipment. The related operating lease assets and finance lease assets are included in the operating lease assets and property and equipment, respectively, in the accompanying consolidated balance sheets. As of December 31, 2022 and 2021, finance lease assets of $ 88.1 million and $ 75.7 million, respectively, were included in property and equipment, net in the accompanying consolidated balance sheets. The following presents certain information related to the costs for leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 Operating lease cost ​ $ 113,411 ​ $ 120,096 Finance lease cost: ​ ​ ​ ​ ​ ​ Amortization of finance lease assets ​ ​ 11,931 ​ ​ 6,016 Interest on finance lease liabilities ​ ​ 5,005 ​ ​ 2,353 Short-term lease cost ​ ​ 1,880 ​ ​ 1,958 Variable lease cost ​ ​ 23,607 ​ ​ 23,512 Sublease income ​ ​ ( 1,713 ) ​ ​ ( 1,915 ) Net lease costs ​ $ 154,121 ​ $ 152,020 ​ ​ ​ ​ ​ ​ ​ ​ The following presents supplemental cash flow information related to leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 114,176 ​ $ 121,394 Operating cash flows for finance leases ​ ​ 4,928 ​ ​ 2,287 Financing cash flows for finance leases ​ ​ 5,977 ​ ​ 2,923 Lease assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ ​ New, remeasured and terminated operating leases ​ $ 52,698 ​ $ 44,041 New, remeasured and terminated finance leases ​ ​ 24,440 ​ ​ 51,920 ​ The following presents other information related to leases: ​ ​ ​ ​ ​ ​ December 31, 2022 Weighted average remaining lease term: ​ ​ ​ Operating leases ​ 11.8 years Financing leases ​ 15.4 years Weighted average discount rate: ​ ​ ​ Operating leases ​ 6.9 % Financing leases ​ 5.7 % ​ 114 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 in the accompanying consolidated balance sheet as of December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Finance ​ Leases Leases 2023 $ 115,455 $ 10,831 2024 ​ ​ 115,031 ​ ​ 10,566 2025 ​ ​ 111,757 ​ ​ 9,694 2026 ​ ​ 104,745 ​ ​ 9,612 2027 ​ ​ 95,811 ​ ​ 9,059 Thereafter ​ ​ 679,905 ​ ​ 106,006 Total lease payments ​ ​ 1,222,704 ​ ​ 155,768 Less: Imputed interest ​ ​ ( 396,124 ) ​ ​ ( 51,308 ) Total lease obligations ​ ​ 826,580 ​ ​ 104,460 Less: current portion ​ ​ ( 61,745 ) ​ ​ ( 10,244 ) Noncurrent lease obligations ​ $ 764,835 ​ $ 94,216 ​ ​ Sale-Leaseback Arrangement Recorded as Financing Transaction ​ On February 8, 2022, FRHP Lincolnshire, LLC sold three properties for a total sale price of $ 28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company will lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms. The financial liability is included in other long-term liabilities in the condensed consolidated balance sheet as of December 31, 2022. ​ ​ ​ ​ ​ 11. Income Taxes CWH is organized as a Subchapter C corporation (“C-Corp”) and, as of December 31, 2022, is a 50.2 % owner of CWGS, LLC (see Note 18 — Stockholders’ Equity and Note 19 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company (“LLC”) and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and as such, is generally not subject to any U.S. federal entity-level income taxes. However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc., Camping World, Inc. (“CW”) prior to the LLC Conversion (defined below), and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are C-Corps. Income Tax Expense The components of the Company’s income tax expense from operations for the years ended December 31, 2022, 2021 and 2020 consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 44,613 ​ $ 74,124 ​ $ 38,843 State ​ ​ 11,170 ​ ​ 23,890 ​ ​ 12,294 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 17,588 ​ ​ 13,024 ​ ​ 5,016 State ​ ​ 25,713 ​ ​ ( 18,914 ) ​ ​ 1,590 Income tax expense ​ $ 99,084 ​ $ 92,124 ​ $ 57,743 ​ 115 Table of Contents A reconciliation of income tax expense from operations to the federal statutory rate for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Income taxes computed at federal statutory rate (1) ​ $ 94,524 ​ $ 154,182 ​ $ 84,411 State income taxes – net of federal benefit (1) ​ ​ 8,362 ​ ​ 15,261 ​ ​ 3,741 Other differences: ​ ​ ​ ​ ​ ​ ​ ​ ​ State and local taxes on pass-through entities ​ ​ 3,736 ​ ​ 5,004 ​ ​ 2,965 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) ​ ​ ( 53,461 ) ​ ​ ( 81,013 ) ​ ​ ( 53,147 ) Effect of LLC Conversion (3) ​ ​ 208,833 ​ ​ — ​ ​ — (Decrease) increase in valuation allowance (4) ​ ​ ( 164,257 ) ​ ​ ( 2,234 ) ​ ​ 19,058 Impact of other state tax rate changes ​ ​ 967 ​ ​ 1,927 ​ ​ ( 915 ) Other ​ ​ 380 ​ ​ ( 1,003 ) ​ ​ 1,630 Income tax expense ​ $ 99,084 ​ $ 92,124 ​ $ 57,743 ​ (1) Federal and state income tax for 2021 includes $ 0.7 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates. The amounts related to 2022 and 2020 were insignificant. (2) The related income is taxable to the non-controlling interest. (3) These amounts represent the tax impact of the LLC Conversion (defined and discussed below), which is comprised of a $ 209.4 million adjustment to CW’s deferred tax assets inclusive of tax operating losses, net of a $ 0.6 million reduction to CWH’s outside basis deferred tax asset. (4) For 2022, these amounts include a $ 180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $ 16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states, net of a $ 0.6 million decrease in valuation allowance associated with CWH’s outside basis deferred tax asset. During 2021, and as a result of CWH’s ownership of CWGS increasing above 50 % during the first quarter of 2021, the amount for the year ended December 31, 2021 included a decrease in the valuation allowance of CW in certain state deferred tax assets of $ 15.2 million, partially offset by $ 13.0 million of increases to the valuation allowance primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states. LLC Conversion CW, including certain of its subsidiaries, were taxable as C-Corps and subject to entity-level taxes. CW had historically generated operating losses for tax purposes. Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company’s other businesses. The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by the Company’s other LLC businesses. As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies. The LLC Conversion resulted in additional income tax expense in the year ended December 31, 2022 of $ 28.4 million, which was comprised of $ 208.8 million of gross deferred tax assets written off, partially offset by the release of $ 180.4 million of valuation allowance (see table above for reconciliation of income tax expense from operations to the federal statutory rate). Deferred Income Taxes 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 116 Table of Contents and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, 2022 and 2021 were (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Operating lease assets ​ $ ( 5,897 ) ​ $ ( 63,143 ) Other ​ ​ ( 80 ) ​ ​ ( 3,456 ) ​ ​ ​ ( 5,977 ) ​ ​ ( 66,599 ) Deferred tax assets ​ ​ ​ ​ ​ ​ Investment impairment ​ ​ — ​ ​ 20,619 Investment in partnership ("Outside Basis Deferred Tax Asset") (1) ​ ​ 253,550 ​ ​ 271,513 Tax Receivable Agreement liability ​ ​ 43,223 ​ ​ 46,328 Net operating loss carryforward ​ ​ 22 ​ ​ 137,377 Operating lease liabilities ​ ​ 6,150 ​ ​ 73,476 Other reserves ​ ​ 1,234 ​ ​ 28,695 ​ ​ ​ 304,179 ​ ​ 578,008 Valuation allowance ​ ​ ( 154,975 ) ​ ​ ( 312,088 ) Net deferred tax assets ​ $ 143,227 ​ $ 199,321 ​ (1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC. ​ The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is not more likely than not that all or a portion of the deferred tax assets can be realized. At December 31, 2022 and 2021, the Company determined that all of its deferred tax assets (except those of CW at December 31, 2021 and the Outside Basis Deferred Tax Asset at December 31, 2022 and 2021) are more likely than not to be realized. Prior to the LLC Conversion discussed above, the Company maintained a valuation allowance against the deferred tax assets of CW, excluding certain state deferred tax assets included in the state combined unitary income tax returns. At December 31, 2022 , as a result of the LLC Conversion, the Company wrote off all of the remaining deferred tax assets and related valuation allowance associated with CW. The Company maintains a 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. Net Operating Loss Carryforwards At December 31, 2022, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $ 622.5 million and $ 461.4 million, respectively, which will no longer be available after the LLC Conversion effective date on January 2, 2023. The income tax expense associated with writing off these operating loss carryforwards at December 31, 2022 was $ 14.7 million, which consisted of $ 158.9 million of operating loss carryforward deferred tax assets, partially offset by the release of the related valuation allowance of $ 144.2 million. Tax Legislation As further described in Note 1 — Summary of Significant Accounting Policies — COVID-19, in response to the COVID-19 pandemic, many governments had enacted measures to provide aid and economic stimulus. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., included measures to assist companies, including temporary changes to income and non-income-based tax laws. For the years ended December 31, 2022 and 2021, there were no material impacts to the Company’s consolidated financial statements relating to the CARES Act other than the deferral of non-income-based payroll taxes of $ 29.2 million for the year ended December 31, 2020 of which $ 14.6 million was paid during each of the years ended December 31, 2022 and 2021. Of this deferred amount, $ 14.6 million was included in accrued liabilities in the accompanying consolidated balance sheet at December 31, 2021. Furthermore, on March 11, 2021 the American Rescue Plan Act, a $1.9 trillion tax-and-spending package aimed at addressing the continuing economic and health impacts of the coronavirus pandemic, was enacted. The 117 Table of Contents American Rescue Plan Act provisions do not have a material impact on the Company’s income tax expense and effective tax rate. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested restricted stock units (“RSUs”) and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, the Company will continue to evaluate its impact as further information becomes available. Uncertain Tax Positions As of December 31, 2022 and 2021, the balance of the Company’s uncertain tax positions was $ 4.5 million and $ 2.9 million, respectively. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. Tax Receivable Agreement 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 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 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 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, 2022 and 2021, 50,000 and 4,722,251 common units in CWGS, LLC, respectively, were redeemed 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 redemption, 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, 2022, and December 31, 2021, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $ 170.6 million and $ 182.4 million, respectively, of which $ 10.9 million and $ 11.3 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the accompanying consolidated balance sheets. During the year ended December 31, 2022, the Continuing Equity Owners redeemed 50,000 common units in CWGS, LLC for 50,000 shares of the Company’s Class A common stock. During the year ended December 31, 2022, the Tax Receivable Agreement liability and Deferred Tax Assets increased $ 0.5 million and $ 0.6 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2023. During the year ended December 31, 2021, the Continuing Equity Owners, primarily Crestview Partners II GP, L.P., redeemed a combined 4.7 million common units in CWGS, LLC for 4.7 million shares of the Company’s Class A common stock. During the year ended December 31, 2021, the Tax Receivable Agreement liability and Deferred Tax Assets increased $ 41.7 million and $ 26.5 million, respectively, as a result of common 118 Table of Contents unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to these redemptions began during the year ended December 31, 2022. On January 1, 2023, transferees of common units transferred by CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by Stephen Adams, a former member of the Company’s Board of Directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, redeemed 2.0 million common units in CWGS, LLC for 2.0 million shares of the Company’s Class A common stock (see Note 19 — Non-Controlling Interests). 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 $ 6.3 million, $ 5.4 million, and $ 0.9 million, respectively. Payments pursuant to the Tax Receivable Agreement relating to these redemptions would begin during the year ending December 31, 2024. Income Tax Audits 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. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. During the year ended December 31, 2022, one of CWGS, LLC’s indirect wholly-owned subsidiaries was notified by the Internal Revenue Service that their 2020 tax year was under examination. The Company does not expect any material adjustments as a result of the examination. The Company will continue to monitor the examination progress and evaluate its impact as further information becomes available. The Company is not under any other 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 2019. 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. For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying Consolidated Balance Sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. 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 2022 and 2021 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, the Real Estate Facilities and the Other Long-Term Debt are estimated 119 Table of Contents 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, 2022 ​ December 31, 2021 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility ​ Level 2 ​ $ 1,360,454 ​ $ 1,394,290 ​ $ 1,367,277 ​ $ 1,382,372 Floor Plan Facility Revolving Line of Credit ​ Level 2 ​ ​ 20,885 ​ ​ 19,823 ​ ​ 20,885 ​ ​ 20,885 Real Estate Facilities ​ Level 2 ​ ​ 145,911 ​ ​ 145,664 ​ ​ 22,896 ​ ​ 22,981 Other Long-Term Debt ​ Level 2 ​ ​ 3,280 ​ ​ 2,944 ​ ​ 3,400 ​ ​ 3,400 ​ ​ 13. Commitments and Contingencies Sponsorship and Other Agreements The Company enters into sponsorship and brand licensing agreements from time to time. Current sponsorship agreements run through 2024. The sponsorship and brand licensing agreements consist of annual fees payable in aggregate of $ 6.1 million in 2023, $ 5.4 million in 2024, $ 1.0 million in 2025, $ 1.0 million in 2026, $ 0.4 million in 2027 and $ 0.4 million thereafter, which are recognized to expense over the expected benefit period. The Company enters into subscription agreements from time to time. Currently there are 87 subscription agreements for future software services consisting of annual fees payable as follows: $ 15.9 million in 2023, $ 1.4 million in 2024, $ 0.1 million in 2025. 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, and employee health claims. The self-insured claims liability was approximately $ 26.3 million and $ 22.3 million at December 31, 2022 and 2021, 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 varying 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, 2022 and 2021, these letters of credit were approximately $ 16.3 million and $ 16.4 million, respectively. This includes $ 11.4 million and $ 11.5 million as of December 31, 2022 and 2021, respectively, issued under the Floor Plan Facility (see Note 4 — Inventories and Floor Plan Payables), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 9 — Long-Term Debt). Litigation Janssen and Sandler Complaints 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 for the District 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 120 Table of Contents 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 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 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 December 2, 2022, the Janssen and Sandler Complaints were voluntarily dismissed without prejudice, no compensation in any form having passed directly or indirectly from any of the defendants to the plaintiffs or counsel for plaintiffs, and no promise to give any such compensation having been made with each party to bear their own costs. Weissmann Complaint On June 22, 2021, CWH filed a one -count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FreedomRoads and Third-Party Defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, CW, and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FreedomRoads and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (v) unjust enrichment; and (vi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $ 2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, CWH filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FreedomRoads Holding Company, LLC, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, CWH and the other respondents filed their responses and affirmative defenses. Tumbleweed Complaint On November 10, 2021, Tumbleweed Tiny House Company, Inc. filed a complaint against FreedomRoads, Marcus Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”). Tumbleweed alleges the following claims against the defendants, including FreedomRoads and CWH: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FreedomRoads, CWH, and Marcus Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FreedomRoads, CW, and Marcus Lemonis on May 17, 2022. CWH and Marcus Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged initial discovery, but the Arbitrator has not yet set a schedule in the case. Precise Complaint On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee for the Estate of Precise Graphix, LLC filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which Trustee Feldman alleges claims on behalf of Precise Graphix in connection with its appearance on The 121 Table of Contents Profit and subsequent commercial relationship with CWH (the “Precise Complaint”). Trustee Feldman alleges the following claims against defendants, including CWH: (i) Fraud; (ii) False Promise; (iii) Breach of Fiduciary Duty; (iv) Breach of Contract; (v) Breach of Oral Contract; (vi) Fraud in the Inducement; (vii) Fraud in the Inducement; (viii) Negligent Misrepresentation; (ix) Fraudulent Concealment; (x) Conspiracy; (xi) Unlawful Business Practices in Violation of California Business and Professions Code §17200; (xii) Aiding and Abetting Breach of Fiduciary Duty; and (xiii) Declaratory Judgment. Precise did not serve the Precise Complaint on CWH. On July 3, 2022, Precise Graphix filed its arbitration demand against CWH, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On or about July 19, 2022, CWH and the other respondents filed their responses and affirmative defenses. The parties have exchanged initial discovery and set the matter for a two week hearing to begin April 3, 2023. General While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. The Company does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and 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. Financial Assurances In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s own future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of December 31, 2022 and December 31, 2021, outstanding standby letters of credit issued through our Floor Plan Facility were $ 11.4 million and $ 11.5 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $ 4.9 million and $ 4.9 million, respectively (see Note 4 — Inventories and Floor Plan Payables and Note 9 — Long-Term Debt). As of December 31, 2022 and December 31, 2021, outstanding surety bonds were $ 22.0 million and $ 19.1 million, respectively. The underlying liabilities insured by these instruments are reflected on the Company’s accompanying consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves. 14. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FR leases various retail locations from managers and officers. During 2022, 2021 and 2020, the related party lease expense for these locations were $ 3.4 million, $ 2.2 million and $ 2.0 million, respectively. In January 2012, FR entered into a lease for the offices in Lincolnshire, Illinois, which was amended as of March 2013, November 2019, October 2020, and October 2021 (the “Lincolnshire Lease”). For the years ended December 31, 2022, 2021, and 2020, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $ 0.9 million, $ 0.8 million, and $ 0.9 million, respectively. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Office Lease. 122 Table of Contents The Company had an expense reimbursement payable to Mr. Lemonis of $ 0.1 million at December 31, 2021, relating primarily to advertising expenses for the Company that were processed through Mr. Lemonis’ social media accounts, which was paid in 2022. In October 2022, the Company purchased a property to be used as office space in Lincolnshire, Illinois, for $ 4.5 million from the Company’s Chairman and Chief Executive Officer. Other Transactions The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s retail locations from Precise Graphix. Mr. Lemonis exited his economic interest in Precise Graphix. The Company received refunds from Precise Graphix totaling $ 0.2 million in 2021 and incurred expenses of $ 0.3 million for the year ended December 31, 2020. The Company paid Adams Outdoor Advertising, Inc., an entity controlled by Stephen Adams, a former member of the Company’s Board of Directors and for which Andris A. Baltins serves as a member of its Board of Directors, $ 0.1 million for the year ended December 31, 2022 for advertising services. 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 $ 0.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, for legal services. 15. Acquisitions In 2022 and 2021, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under accounting rules. The Company used cash and borrowings under its Floor Plan Facility to complete these 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. In April 2022, the Good Sam Services and Plans segment acquired an outdoor publication for $ 3.4 million that the Company considers as a furtherance of its strategy to target a younger demographic of RV enthusiasts. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill. In 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships and one RV service center comprised of 11 locations for an aggregate purchase price of approximately $ 213.6 million. The purchases were partially funded through $ 59.9 million of borrowings under the Floor Plan Facility. One of these acquired locations was not opened in 2022. In 2021, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 12 locations for an aggregate purchase price of approximately $ 100.1 million. The purchases were partially funded through $ 19.5 million of borrowings under the Floor Plan Facility. All of these acquired locations were opened in 2021. In 2022 and 2021, the Company purchased real property of $ 55.7 million and $ 129.2 million, respectively, of which $ 19.7 million and $ 31.4 million, respectively, was from parties related to the sellers of the businesses. 123 Table of Contents The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2022 2021 Tangible assets (liabilities) acquired (assumed): ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ $ ( 68 ) ​ $ 601 Inventories, net ​ ​ 75,766 ​ ​ 27,746 Prepaid expenses and other assets ​ ​ 207 ​ ​ 125 Property and equipment, net ​ ​ 583 ​ ​ 1,348 Operating lease assets ​ ​ 1,558 ​ ​ 1,222 Accrued liabilities ​ ​ ( 687 ) ​ ​ ( 214 ) Current portion of operating lease liabilities ​ ​ ( 500 ) ​ ​ ( 195 ) Other current liabilities ​ ​ ( 188 ) ​ ​ — Operating lease liabilities, net of current portion ​ ​ ( 1,058 ) ​ ​ ( 1,027 ) Total tangible net assets acquired ​ ​ 75,613 ​ ​ 29,606 Total intangible assets acquired ​ ​ 2,632 ​ ​ — Goodwill ​ ​ 138,789 ​ ​ 70,511 Cash paid for acquisitions, net of cash acquired ​ ​ 217,034 ​ ​ 100,117 Inventory purchases financed via floor plan ​ ​ ( 59,935 ) ​ ​ ( 19,537 ) Cash payment net of floor plan financing ​ $ 157,099 ​ $ 80,580 ​ ​ ​ ​ ​ ​ ​ ​ The fair values above for the year ended December 31, 2022 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the year ended December 31, 2022, the fair values above include measurement period adjustments for valuation of acquired inventories, accounts receivable, accrued liabilities, and other current liabilities relating to dealership acquisitions during the year ended December 31, 2021. For the year ended December 31, 2021, the fair values above include measurement period adjustments for valuation of acquired inventories, property and equipment, and accrued liabilities relating to dealership acquisitions during the year ended December 31, 2020. 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, 2022 and 2021, acquired goodwill of $ 138.8 million and $ 70.5 million is expected to be deductible for tax purposes. Included in the consolidated financial results for the years ended December 31, 2022 and 2021 were $ 83.3 million and $ 145.0 million of revenue, respectively, and $ 2.0 million of pre-tax loss and $ 13.0 million of pre-tax income, respectively, from the acquisitions as of their 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. 124 Table of Contents 16. Statements of Cash Flows Supplemental disclosures of cash flow information for the following periods (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 106,997 ​ $ 58,424 ​ $ 72,458 Income taxes ​ ​ 54,579 ​ ​ 99,557 ​ ​ 52,938 Non-cash investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasehold improvements paid by lessor ​ ​ 361 ​ ​ — ​ ​ 37 Vehicles transferred to property and equipment from inventory ​ ​ 979 ​ ​ 931 ​ ​ 70 Capital expenditures in accounts payable and accrued liabilities ​ ​ 12,377 ​ ​ 9,726 ​ ​ 3,738 Non-cash financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Par value of Class A common stock issued for redemption of common units in CWGS, LLC ​ ​ 1 ​ ​ 47 ​ ​ 48 Par value of Class A common stock issued for vested restricted stock units ​ ​ — ​ ​ — ​ ​ 3 Cost of treasury stock issued for vested restricted stock units ​ ​ 42,640 ​ ​ 34,756 ​ ​ 8,556 Cost of treasury stock issued for stock award to employee ​ ​ — ​ ​ 19,586 ​ ​ — ​ ​ 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. All employees over age 18 , including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was permitted 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 by the Company to the Company’s 401(k) Plan in 2022, 2021 or 2020. 18. Stockholders’ Equity CWGS, LLC Ownership CWH is the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC through March 11, 2021 before obtaining a majority economic interest in CWGS, LLC, CWH has the sole voting power in, and controls the management of, CWGS, LLC (See Note 19 – Non-Controlling Interests for further information about the ownership of CWGS, LLC). The remaining interest in CWGS, LLC, 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 the Company’s former director, 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 and Matthew Wagner), 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 profits 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 profits units in connection with the reorganization transactions at the time of the IPO (collectively, the “Former Profits 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 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 125 Table of Contents Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay the portion of its regular quarterly cash dividend to holders of its Class A common stock that is unrelated to tax distributions 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’ Equity 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’ Equity 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 the Company’s former director, 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 of 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). Short-Swing Profit Disgorgement In November 2022, the Company received approximately $ 58,000 from short-swing profit disgorgement remitted by Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, 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 In October 2020, the Company’s Board of Directors initially 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. 126 Table of Contents In August 2021 and January 2022, the Company’s Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $ 125.0 million and $ 152.7 million, respectively, of the Company’s Class A common stock and extended the stock repurchase program to expire on August 31, 2023 and December 31, 2025, respectively. 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 years ended December 31, 2022 and 2021, the Company repurchased 2,592,524 and 3,988,881 shares of Class A common stock, respectively, under this program for approximately $ 79.8 million and $ 156.3 million, respectively, including commissions paid, at a weighted average price per share of $ 30.76 and $ 39.17 , respectively, which is recorded as treasury stock on the accompanying consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2022 and 2021, the Company reissued 852,508 and 1,171,197 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”) (see Note 20 — Equity-Based Compensation Plans). As of December 31, 2022, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million. As described in Note 11 — Income Taxes, the IRA imposes a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested RSUs and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. 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 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 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 accompanying 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’ equity). The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ As of December 31, 2021 ​ ​ Common Units Ownership % Common Units Ownership % CWH ​ ​ 42,440,940 ​ ​ 50.2 % ​ ​ 44,130,956 ​ ​ 51.2 % Continuing Equity Owners ​ ​ 42,044,536 ​ ​ 49.8 % ​ ​ 42,094,536 ​ ​ 48.8 % Total ​ ​ 84,485,476 ​ ​ 100.0 % ​ ​ 86,225,492 ​ ​ 100.0 % ​ 127 Table of Contents During the years ended December 31, 2022 and 2021, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 and 540,699 common units of CWGS, LLC, respectively, in total to a college and hospital in 2022 (“2022 Common Unit Giftees”) and in total to a high school, university, and a charitable organization in 2021 (“2021 Common Unit Giftees”), which resulted in the corresponding 2,000,000 and 540,699 shares of Class B common stock, respectively, being transferred to the 2022 Common Unit Giftees and 2021 Common Unit Giftees, respectively. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided. During December 2021, on the day following each of the gifts, the 2021 Common Unit Giftees redeemed the 540,699 common units of CWGS, LLC for 540,699 shares of the Company’s Class A common stock, which also resulted in the cancellation of 540,699 shares of the Company’s Class B common stock that had been transferred to the 2021 Common Unit Giftees with no additional consideration provided. During the years ended December 31, 2021 and 2020, the funds controlled by Crestview Partners II GP, L.P. redeemed 4.0 million and 4.7 million common units of CWGS, LLC, respectively, for 4.0 million and 4.7 million shares of the Company’s Class A common stock, respectively, which also resulted in the cancellation of 4.0 million and 4.7 million shares of the Company’s Class B common stock, respectively, that was previously held by the funds controlled by Crestview Partners II GP, L.P. with no additional consideration provided. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2022 2021 2020 Net income attributable to Camping World Holdings, Inc. ​ $ 136,947 ​ $ 278,461 ​ $ 122,345 ​ 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 ​ ​ ( 245 ) ​ ​ ( 2,017 ) ​ ​ ( 2,602 ) ​ Decrease in additional paid-in capital as a result of the vesting of restricted stock units ​ ​ ( 35,831 ) ​ ​ ( 28,493 ) ​ ​ ( 6,398 ) ​ Increase (decrease) in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs ​ ​ 2,371 ​ ​ ( 989 ) ​ ​ ( 1,910 ) ​ Decrease in additional paid-in capital as a result of the stock award to employee ​ ​ — ​ ​ ( 15,551 ) ​ ​ — ​ Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee ​ ​ — ​ ​ ( 160 ) ​ ​ — ​ Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock ​ ​ 27,561 ​ ​ 74,487 ​ ​ 11,616 ​ Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC ​ ​ 424 ​ ​ 15,685 ​ ​ 25,565 ​ Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests ​ $ 131,227 ​ $ 321,423 ​ $ 148,616 ​ ​ ​ 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) 2022 2021 2020 Equity-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs applicable to revenue ​ $ 689 ​ $ 762 ​ $ 903 ​ Selling, general, and administrative ​ ​ 33,158 ​ ​ 47,174 ​ ​ 19,758 ​ Total equity-based compensation expense ​ $ 33,847 ​ $ 47,936 ​ $ 20,661 ​ Total income tax benefit recognized related to equity-based compensation ​ $ 3,809 ​ $ 5,982 ​ $ 2,176 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 128 Table of Contents ​ 2016 Incentive Award Plan In October 2016, the Company adopted 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 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, 2022, 2021 and 2020. A summary of stock option activity for the year ended December 31, 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ Aggregate ​ Remaining ​ ​ Stock Options ​ Weighted Average ​ Intrinsic Value ​ Contractual Life ​ (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2021 ​ ​ 272 ​ $ 21.93 ​ ​ ​ ​ ​ ​ Exercised ​ ​ ( 25 ) ​ $ 22.00 ​ ​ ​ ​ ​ ​ Forfeited ​ ​ ( 9 ) ​ $ 22.00 ​ ​ ​ ​ ​ ​ Outstanding and exercisable at December 31, 2022 ​ ​ 238 ​ $ 21.92 ​ $ 96 ​ ​ 3.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2022, all stock options were fully vested. The intrinsic value of stock options exercised was $ 0.2 million, $ 3.5 million and $ 2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. The actual tax benefit for the tax deductions from the exercise of stock options was not significant, $ 0.6 million and $ 0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. A summary of restricted stock unit activity for the year ended December 31, 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ Weighted Average ​ ​ Stock Units ​ Grant Date ​ (in thousands) Fair Value Outstanding at December 31, 2021 ​ ​ 4,177 ​ $ 32.54 Granted ​ ​ 228 ​ $ 23.12 Vested ​ ​ ( 1,211 ) ​ $ 30.87 Forfeited ​ ​ ( 645 ) ​ $ 34.32 Outstanding at December 31, 2022 ​ ​ 2,549 ​ $ 32.08 ​ ​ ​ ​ ​ ​ ​ ​ The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2022, 2021 and 2020 was $ 23.12 , $ 35.31 , and $ 32.54 , respectively. At December 31, 2022, the intrinsic value of unvested restricted stock units was $ 56.9 million. At December 31, 2022, total unrecognized compensation cost related to unvested restricted stock units was $ 73.8 million and is expected to be recognized over a weighted-average period of 3.2 years. The fair value of restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $ 35.1 million, $ 38.7 million, and $ 16.7 million, respectively. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $ 4.9 million, $ 5.6 million, and $ 2.1 million for the years 129 Table of Contents ended December 31, 2022, 2021, and 2020, respectively. A portion of the actual tax benefit for tax deductions from the vesting of restricted stock units relating to the year ended December 31, 2022 was subject to limitations on deductibility of executive compensation. 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. In December 2021, the Board of Directors of the Company awarded Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, an award of 510,986 shares of the Company’s Class A common stock having an aggregate grant-date fair value of $ 20.0 million or $ 39.14 per share, which was recognized as equity-based compensation expense during the year ended December 31, 2021. The award was made in consideration of the Company’s strong performance. Mr. Lemonis has not received compensation since the time of the Company’s initial public offering other than Company-provided benefits such as medical and dental insurance. Similar to the vesting of restricted stock units discussed above, this award to Mr. Lemonis was net share settled such that the Company withheld shares with value equivalent to Mr. Lemonis’ 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 shares of Class A common stock on the date of the award as determined by the Company’s closing stock price. Total payments for Mr. Lemonis’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. This net share settlement had the effect of a share repurchase by the Company as they reduced the number of shares that would have otherwise been issued as a result of the award and did not represent an expense to the Company. The actual tax benefit for the tax deduction for this award was $ 2.6 million for the year ended December 31, 2021, which was subject to limitations on deductibility of executive compensation. 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 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 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 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. 130 Table of Contents 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) 2022 2021 2020 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 351,031 ​ $ 642,075 ​ $ 344,215 ​ Less: net income attributable to non-controlling interests ​ ​ ( 214,084 ) ​ ​ ( 363,614 ) ​ ​ ( 221,870 ) ​ Net income attributable to Camping World Holdings, Inc. — basic ​ ​ 136,947 ​ ​ 278,461 ​ ​ 122,345 ​ Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs ​ ​ 938 ​ ​ — ​ ​ 1,304 ​ Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock ​ ​ — ​ ​ 266,381 ​ ​ — ​ Net income attributable to Camping World Holdings, Inc. — diluted ​ $ 137,885 ​ $ 544,842 ​ $ 123,649 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares of Class A common stock outstanding — basic ​ ​ 42,386 ​ ​ 45,009 ​ ​ 39,383 ​ Dilutive options to purchase Class A common stock ​ ​ 56 ​ ​ 150 ​ ​ 79 ​ Dilutive restricted stock units ​ ​ 412 ​ ​ 1,165 ​ ​ 547 ​ Dilutive common units of CWGS, LLC that are convertible into Class A common stock ​ ​ — ​ ​ 43,438 ​ ​ — ​ Weighted-average shares of Class A common stock outstanding — diluted ​ ​ 42,854 ​ ​ 89,762 ​ ​ 40,009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share of Class A common stock — basic ​ $ 3.23 ​ $ 6.19 ​ $ 3.11 ​ Earnings per share of Class A common stock — diluted ​ $ 3.22 ​ $ 6.07 ​ $ 3.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ Restricted stock units ​ ​ 2,146 ​ ​ 6 ​ ​ 1,349 ​ Common units of CWGS, LLC that are convertible into Class A common stock ​ ​ 42,045 ​ ​ — ​ ​ 49,916 ​ ​ 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. 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. 131 Table of Contents 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, 2022 ​ ​ Good Sam ​ RV and ​ ​ ​ ​ ​ ​ ​ Services ​ Outdoor ​ Intersegment ​ ​ ​ ($ in thousands) and Plans Retail Eliminations Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam services and plans ​ $ 192,622 ​ $ — ​ $ ( 494 ) ​ $ 192,128 New vehicles ​ ​ — ​ ​ 3,234,016 ​ ​ ( 5,939 ) ​ ​ 3,228,077 Used vehicles ​ ​ — ​ ​ 1,881,468 ​ ​ ( 3,867 ) ​ ​ 1,877,601 Products, service and other ​ ​ — ​ ​ 1,000,170 ​ ​ ( 956 ) ​ ​ 999,214 Finance and insurance, net ​ ​ — ​ ​ 641,087 ​ ​ ( 17,631 ) ​ ​ 623,456 Good Sam Club ​ ​ — ​ ​ 46,537 ​ ​ — ​ ​ 46,537 Total consolidated revenue ​ $ 192,622 ​ $ 6,803,278 ​ $ ( 28,887 ) ​ $ 6,967,013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2021 ​ ​ Good Sam ​ RV and ​ ​ ​ ​ ​ ​ ​ Services ​ Outdoor ​ Intersegment ​ ​ ​ ($ in thousands) and Plans Retail Eliminations Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam services and plans ​ $ 180,926 ​ $ — ​ $ ( 204 ) ​ $ 180,722 New vehicles ​ ​ — ​ ​ 3,306,002 ​ ​ ( 6,548 ) ​ ​ 3,299,454 Used vehicles ​ ​ — ​ ​ 1,689,855 ​ ​ ( 3,638 ) ​ ​ 1,686,217 Products, service and other ​ ​ — ​ ​ 1,102,407 ​ ​ ( 1,465 ) ​ ​ 1,100,942 Finance and insurance, net ​ ​ — ​ ​ 613,086 ​ ​ ( 14,611 ) ​ ​ 598,475 Good Sam Club ​ ​ — ​ ​ 47,944 ​ ​ — ​ ​ 47,944 Total consolidated revenue ​ $ 180,926 ​ $ 6,759,294 ​ $ ( 26,466 ) ​ $ 6,913,754 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 132 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2022 2021 2020 Segment income: (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 90,857 ​ $ 74,765 ​ $ 88,288 ​ RV and Outdoor Retail ​ ​ 528,564 ​ ​ 798,846 ​ ​ 429,950 ​ Total segment income ​ ​ 619,421 ​ ​ 873,611 ​ ​ 518,238 ​ Corporate & other ​ ​ ( 12,619 ) ​ ​ ( 9,679 ) ​ ​ ( 9,751 ) ​ Depreciation and amortization ​ ​ ( 80,304 ) ​ ​ ( 66,418 ) ​ ​ ( 51,981 ) ​ Other interest expense, net ​ ​ ( 75,745 ) ​ ​ ( 46,912 ) ​ ​ ( 54,689 ) ​ Tax Receivable Agreement liability adjustment ​ ​ 114 ​ ​ ( 2,813 ) ​ ​ 141 ​ Loss and expense on debt restructure ​ ​ — ​ ​ ( 13,468 ) ​ ​ — ​ Other expense, net ​ ​ ( 752 ) ​ ​ ( 122 ) ​ ​ — ​ Income before income taxes ​ $ 450,115 ​ $ 734,199 ​ $ 401,958 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2022 2021 2020 Depreciation and amortization: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 3,353 ​ $ 3,009 ​ $ 3,474 ​ RV and Outdoor Retail ​ ​ 76,951 ​ ​ 63,409 ​ ​ 48,507 ​ Total depreciation and amortization ​ $ 80,304 ​ $ 66,418 ​ $ 51,981 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2022 2021 2020 Other interest expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 57 ​ $ ( 3 ) ​ $ 5 RV and Outdoor Retail ​ ​ 14,802 ​ ​ 7,759 ​ ​ 8,081 Subtotal ​ ​ 14,859 ​ ​ 7,756 ​ ​ 8,086 Corporate & other ​ ​ 60,886 ​ ​ 39,156 ​ ​ 46,603 Total other interest expense, net ​ $ 75,745 ​ $ 46,912 ​ $ 54,689 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ($ in thousands) 2022 2021 Assets: ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 130,841 ​ $ 158,988 RV and Outdoor Retail ​ ​ 4,448,354 ​ ​ 3,849,217 Subtotal ​ ​ 4,579,195 ​ ​ 4,008,205 Corporate & other ​ ​ 220,952 ​ ​ 364,724 Total assets ​ $ 4,800,147 ​ $ 4,372,929 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2022 2021 2020 Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 5,099 ​ $ 1,856 ​ $ 2,553 RV and Outdoor Retail ​ ​ 205,491 ​ ​ 246,084 ​ ​ 82,243 Subtotal ​ ​ 210,590 ​ ​ 247,940 ​ ​ 84,796 Corporate and other ​ ​ 2 ​ ​ ( 129 ) ​ ​ 127 Total capital expenditures ​ $ 210,592 ​ $ 247,811 ​ $ 84,923 ​ ​ ​ ​ ​ ​ ​ ​ (1) ​ 133 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, ​ 2022 2021 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 70,262 ​ $ 70,998 Prepaid income taxes and other ​ ​ 5,577 ​ ​ 6,677 Total current assets ​ ​ 75,839 ​ ​ 77,675 ​ ​ ​ ​ ​ ​ ​ Deferred tax asset ​ ​ 141,807 ​ ​ 183,272 Investment in subsidiaries ​ ​ 100,800 ​ ​ 79,505 Total assets ​ $ 318,446 ​ $ 340,452 ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Current portion of liabilities under Tax Receivable Agreement ​ ​ 10,873 ​ ​ 11,322 Total current liabilities ​ ​ 10,873 ​ ​ 11,322 ​ ​ ​ ​ ​ ​ ​ Liabilities under Tax Receivable Agreement, net of current portion ​ ​ 159,743 ​ ​ 171,073 Total liabilities ​ ​ 170,616 ​ ​ 182,395 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, par value $ 0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021 ​ ​ — ​ ​ — Class A common stock, par value $ 0.01 per share – 250,000,000 shares authorized; 47,571,087 issued and 42,440,940 outstanding as of December 31, 2022 and 47,805,259 issued and 44,130,956 outstanding as of December 31, 2021 ​ ​ 476 ​ ​ 475 Class B common stock, par value $ 0.0001 per share – 75,000,000 shares authorized; 41,466,964 issued and outstanding as of December 31, 2022; 69,066,445 issued and 41,466,964 outstanding as of December 31, 2021 ​ ​ 4 ​ ​ 4 Class C common stock, par value $ 0.0001 per share – one share authorized, issued and outstanding as of December 31, 2022 and 2021 ​ ​ — ​ ​ — Additional paid-in capital ​ ​ 106,051 ​ ​ 98,113 Treasury stock, at cost; 5,130,147 and 3,390,131 shares as of December 31, 2022 and 2021, respectively ​ ​ ( 179,732 ) ​ ​ ( 130,006 ) Retained earnings ​ ​ 221,031 ​ ​ 189,471 Total stockholders' equity ​ ​ 147,830 ​ ​ 158,057 Total liabilities and stockholders' equity ​ $ 318,446 ​ $ 340,452 ​ See accompanying Notes to Condensed Financial Information ​ 134 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, ​ 2022 2021 2020 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Intercompany revenue ​ $ 10,069 ​ $ 9,551 ​ $ 9,660 Total revenue ​ ​ 10,069 ​ ​ 9,551 ​ ​ 9,660 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative ​ ​ 10,069 ​ ​ 9,551 ​ ​ 9,660 Total operating expenses ​ ​ 10,069 ​ ​ 9,551 ​ ​ 9,660 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income, net ​ ​ 477 ​ ​ 46 ​ ​ 103 Tax Receivable Agreement liability adjustment ​ ​ 114 ​ ​ ( 2,813 ) ​ ​ 141 Other income, net ​ ​ 139 ​ ​ 402 ​ ​ — Equity in net income of subsidiaries ​ ​ 215,271 ​ ​ 378,657 ​ ​ 173,618 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ ​ 216,001 ​ ​ 376,292 ​ ​ 173,862 Income tax expense ​ ​ ( 79,054 ) ​ ​ ( 97,831 ) ​ ​ ( 51,517 ) Net income ​ $ 136,947 ​ $ 278,461 ​ $ 122,345 ​ See accompanying Notes to Condensed Financial Information ​ 135 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, ​ 2022 2021 2020 Operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 136,947 ​ $ 278,461 ​ $ 122,345 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in net income of subsidiaries ​ ​ ( 215,271 ) ​ ​ ( 378,657 ) ​ ​ ( 173,618 ) Deferred tax expense ​ ​ 28,672 ​ ​ 8,210 ​ ​ 6,534 Tax Receivable Agreement liability adjustment ​ ​ ( 114 ) ​ ​ 2,813 ​ ​ ( 141 ) Change in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid income taxes and other assets ​ ​ 2,914 ​ ​ ( 57 ) ​ ​ ( 2,685 ) Payment pursuant to Tax Receivable Agreement ​ ​ ( 11,322 ) ​ ​ ( 8,089 ) ​ ​ ( 6,563 ) Net cash used in operating activities ​ ​ ( 58,174 ) ​ ​ ( 97,319 ) ​ ​ ( 54,128 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of LLC Interest from CWGS, LLC ​ ​ ( 541 ) ​ ​ ( 4,111 ) ​ ​ ( 4,635 ) Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases ​ ​ 79,757 ​ ​ 156,256 ​ ​ 21,522 Distributions received from CWGS, LLC ​ ​ 162,767 ​ ​ 198,138 ​ ​ 107,517 Net cash provided by investing activities ​ ​ 241,983 ​ ​ 350,283 ​ ​ 124,404 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid to Class A common stockholders ​ ​ ( 105,387 ) ​ ​ ( 67,176 ) ​ ​ ( 61,025 ) Proceeds from exercise of stock options ​ ​ 541 ​ ​ 4,111 ​ ​ 4,635 Repurchases of Class A common stock to treasury ​ ​ ( 79,757 ) ​ ​ ( 156,256 ) ​ ​ ( 21,522 ) Disgorgement of short-swing profits by Section 16 officer ​ ​ 58 ​ ​ — ​ ​ — Net cash used in financing activities ​ ​ ( 184,545 ) ​ ​ ( 219,321 ) ​ ​ ( 77,912 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents ​ ​ ( 736 ) ​ ​ 33,643 ​ ​ ( 7,636 ) Cash and cash equivalents at beginning of year ​ ​ 70,998 ​ ​ 37,355 ​ ​ 44,991 Cash and cash equivalents at end of the year ​ $ 70,262 ​ $ 70,998 ​ $ 37,355 ​ See accompanying Notes to Condensed Financial Information ​ 136 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, 2022 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, 2022, 2021, and 2020, 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, 2022 and 2021. 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 $ 170.6 million and $ 182.4 million as of December 31, 2022 and 2021, 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, 2022 and 2021, liabilities under the tax receivable agreement totaled $ 170.6 million and $ 182.4 million, respectively. See Note 13 to the consolidated financial statements for information regarding pending and threatened litigation and Note 1 to the consolidated financial statements for information about the February 2022 cybersecurity incident. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation and cybersecurity incidents. 137 Table of Contents 4. Income Taxes CWGS, LLC completed the steps necessary to convert Camping World, Inc. (“CW”) and certain of its subsidiaries from Subchapter C Corporations to limited liability companies (“LLCs”) with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by CWGS, LLC’s other LLC businesses. As a result, both income tax expense recognized by the Parent Company and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow CWGS, LLC to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies. During the year ended December 31, 2022, the above LLC Conversion resulted in additional income tax expense for the Parent Company of $ 13.3 million. 5. Stock Repurchase Program During the year ended December 31, 2022 and 2021, the Parent Company repurchased 2,592,524 and 3,988,881 shares of Class A common stock, respectively, under this program for approximately $ 79.8 million and $ 156.3 million, respectively, including commissions paid, at a weighted average price per share of $ 30.76 and $ 39.17 , respectively, which is recorded as treasury stock on the Parent Company’s balance sheet. During the years ended December 31, 2022 and 2021, the $ 79.8 million and $ 156.3 million, respectively, was concurrently funded by CWGS, LLC in exchange for the return of 2,592,524 and 3,988,881 common units in CWGS, LLC, respectively, 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 years ended December 31, 2022 and 2021, the Parent Company reissued 852,508 and 1,171,197 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Parent Company’s 2016 Plan. As of December 31, 2022, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million. 6. Statements of Cash Flows Supplemental disclosures of cash flow information are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ — ​ $ — ​ $ — Income taxes ​ ​ 47,601 ​ ​ 87,588 ​ ​ 47,668 Non-cash financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Par value of Class A common stock issued for redemption of common units in CWGS, LLC ​ ​ 1 ​ ​ 47 ​ ​ 48 Par value of Class A common stock issued for vested restricted stock units ​ ​ — ​ ​ — ​ ​ 3 Cost of treasury stock issued for vested restricted stock units ​ ​ 42,640 ​ ​ 34,756 ​ ​ 8,556 Cost of treasury stock issued for stock award to employee ​ ​ — ​ ​ 19,586 ​ ​ — ​ ​ ​ ​ 138 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, 2022 ​ $ 4,711 ​ $ 675 ​ $ 297 ​ $ ( 1,461 ) ​ $ 4,222 Year ended December 31, 2021 ​ ​ 3,393 ​ $ 1,568 ​ $ 74 ​ $ ( 324 ) ​ $ 4,711 Year ended December 31, 2020 ​ ​ 3,717 ​ ​ 1,068 ​ ​ ( 142 ) ​ ​ ( 1,250 ) ​ ​ 3,393 ​ (1) Additions to allowance for doubtful accounts are charged to expense. (2) Additions to returns allowances are credited against revenue. (3) Accounts receivable allowance includes the allowance for doubtful accounts and the allowance for returns. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at Additions Charged Charges Balance ​ Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense Accounts (Write-offs) of Period Noncurrent other assets allowance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2022 ​ $ 42 ​ $ ( 5 ) ​ $ — ​ $ — ​ $ 37 Year ended December 31, 2021 ​ ​ — ​ ​ 42 ​ ​ — ​ ​ — ​ ​ 42 Year ended December 31, 2020 ​ ​ 2,753 ​ ​ — ​ ​ — ​ ​ ( 2,753 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2022 ​ $ 312,088 ​ $ — ​ $ ( 164,257 ) ​ $ 7,145 ​ $ 154,976 Year ended December 31, 2021 ​ ​ 295,946 ​ ​ — ​ ​ ( 2,234 ) ​ ​ 18,376 ​ ​ 312,088 Year ended December 31, 2020 ​ ​ 266,452 ​ ​ 19,058 ​ ​ — ​ ​ 10,436 ​ ​ 295,946 (1) Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC. ​ ​ 139 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​