What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-26 compared with 2023-02-23 · 454 added, 378 removed, 1218 unchanged (41% of the section changed)

12 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Camping World Holdings, Inc.

and subsidiaries

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").

We have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc., and subsidiaries (the "Company") as of December 31, 2023, and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, 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, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

14 unchanged sentences

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

Revenue Recognition — Chargebacks related to Extended Service Contracts and Other Insurance Products - 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-

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 Company acts as an agent in selling certain extended service contracts and other insurance products (“insurance product contracts”) with multi-year terms to customers on behalf of third-party insurance providers.

The proceeds the Company receives for selling insurance product contracts are subject to chargebacks 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.

The Company estimates chargebacks by developing an estimate of ultimate future cancellation rates using a combination of actuarial methods which leverage the Company’s historical chargeback experience.

Given the judgment involved in developing an estimate of ultimate future cancellation rates used to estimate the chargeback liabilities, auditing this assumption required a high degree of auditor judgment, including the use of our actuarial specialists, in performing audit procedures to evaluate the reasonableness of management’s estimate.

Therefore, we identified this as a critical audit matter.

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.

Our audit procedures related to the ultimate future cancellation rates used to estimate the chargeback liabilities included the following, among others:

● Testing the effectiveness of controls over the calculation of the chargeback liabilities, which includes the estimation of future cancellation rates.

● Inspecting standard insurance product contracts for each contract type to evaluate whether the arrangements in effect were consistent with the assumptions used to calculate the chargeback liabilities.

● Testing the underlying data that served as the basis for the actuarial analyses, to evaluate whether the inputs to the actuarial estimate were accurate and complete.

● With the assistance of our actuarial specialists we:

● Developed a range of the chargeback liabilities based on independently estimated ultimate future cancellation rates, which we compared to the liabilities estimated by management.

● Evaluated the Company’s ability to estimate the ultimate future cancellation rates by comparing its historical estimates with actual chargeback payments.

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

identifying comparable market rental rate assumptions based on the specific geographic areas and characteristics of the respective location.

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Its long-lived asset groups exist predominantly at the individual store 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.

Management exercises significant judgment in identifying whether events or changes in circumstances indicate that an asset group’s long-lived asset carrying amount may not be recoverable and in determining the assumptions used in the estimation of future cash flows to estimate the fair value of an asset group’s long-lived assets.

As a result, a high degree of auditor judgment and an increased extent of effort is required, including

the use of valuation specialists in evaluating management’s estimates of market rental rates.

Therefore, we identified this as a critical audit matter.

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.

Our audit procedures related to management’s identification of impairment indicators and estimation of an asset group’s future cash flows included the following, among others:

● Testing the effectiveness of controls over the impairment of long-lived assets, including those over the estimation of future cash flows and current market rental rates for select store locations.

● Evaluating the methodology and assumptions used by management to identify impairment indicators by:

● Inspecting the Company’s impairment indicator analysis to determine if contradictory evidence existed as to the completeness of the population of potentially impaired store locations.

● Evaluating the accuracy of long-lived assets recorded to individual asset groups, as well as the identification of store level cash flows attributable to each asset group.

● Comparing individual store level current and historical operating results to the general ledger to assess the reliability of information used.

● Reading board of director meeting minutes, while considering available industry information and macroeconomic trends.

● Evaluating the reasonableness of the methodology used by management and the assumptions used in the estimation of future cash flows, by performing the following procedures for selected store locations:

● Comparing the minimum projected cash flows required to recover the carrying amount of the store location to historical chain-wide average cash flows for comparable locations with similar economic circumstances and relevant location characteristics.

● Analyzing the duration of projected cash flows used to assess store profitability.

● Evaluating the consistency of projected cash flows with other relevant information obtained in our audit, such as internal forecasts and industry information.

● With the assistance of our valuation specialists we:

◾ Compared the relevant lease datapoints (i.e., 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.

◾ Identified additional comparable lease datapoints of similar square footage to the store 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.

◾ Evaluated the reasonableness of the market rental rates 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 was reasonably supported by the current offers on the actual property.

/s/ Deloitte & Touche LLP

Los Angeles, California

Chicago, Illinois

February 26, 2024

3 unchanged sentences

Consolidated Balance Sheets

(In Thousands Except Share and Per Share Amounts)

(In Thousands Except Per Share Amounts)

Current assets:

3 unchanged sentences

Prepaid expenses and other assets

Assets held for sale

Total current assets

14 unchanged sentences

Other current liabilities

Liabilities related to assets held for sale

Total current liabilities

10 unchanged sentences

Preferred stock, par value $ 0.01 per share – 20,000 shares authorized;

none issued and outstanding as of December 31, 2022 and 2021

none issued and outstanding

Class A common stock, par value $ 0.01 per share – 250,000 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

49,571 and 47,571 shares issued, respectively;

45,020 and 42,441 shares outstanding, respectively

Class B common stock, par value $ 0.0001 per share – 75,000 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

Class C common stock, par value $ 0.0001 per share – one share authorized, issued and outstanding as of December 31, 2022 and 2021

39,466 and 41,466 shares issued, respectively;

39,466 and 41,466 shares outstanding, respectively

Class C common stock, par value $ 0.0001 per share – 0.001 share authorized, issued and outstanding

Additional paid-in capital

Treasury stock, at cost;

5,130,147 and 3,390,131 shares as of December 31, 2022 and 2021, respectively

4,551 and 5,130 shares, respectively

Retained earnings

29 unchanged sentences

Lease termination

Loss (gain) on sale or disposal of assets

(Gain) loss on sale or disposal of assets

Total operating expenses

8 unchanged sentences

Income before income taxes

Income tax expense

Income tax benefit (expense)

net income attributable to non-controlling interests

17 unchanged sentences

Repurchases of Class A common stock for withholding taxes on vested RSUs

Stock award to employee

Repurchases of Class A common stock for withholding taxes on stock award to employee

Repurchases of Class A common stock to treasury stock

10 unchanged sentences

Repurchases of Class A common stock for withholding taxes on vested RSUs

Stock award to employee

Repurchases of Class A common stock for withholding taxes on stock award to employee

Repurchases of Class A common stock to treasury stock

Redemption of LLC common units for Class A common stock

Disgorgement of short-swing profits by Section 16 officer

Distributions to holders of LLC common units

12 unchanged sentences

Repurchases of Class A common stock for withholding taxes on vested RSUs

Repurchases of Class A common stock to treasury stock

Redemption of LLC common units for Class A common stock

Disgorgement of short-swing profits by Section 16 officer

Distributions to holders of LLC common units

14 unchanged sentences

Equity-based compensation

Loss on lease termination

(Gain) loss on lease termination

Loss on debt restructure

Long-lived asset impairment

Loss (gain) on sale or disposal of assets

(Gain) loss on sale or disposal of assets

Provision for losses on accounts receivable

16 unchanged sentences

Proceeds from sale of property and equipment

Purchase of real property

Purchases of real property

Proceeds from the sale of real property

Purchases of businesses, net of cash acquired

Purchase of other investments

Purchase of equity securities

Purchases of and loans to other investments

Purchases of intangible assets

8 unchanged sentences

Payments on long-term debt

Net proceeds (payments) on notes payable – floor plan, net

Net proceeds on notes payable – floor plan, net

Borrowings on revolving line of credit

12 unchanged sentences

Distributions to holders of LLC common units

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

(Decrease) increase in cash and cash equivalents

19 unchanged sentences

Description of the Business

Camping World Holdings, Inc., together with its subsidiaries, is America’s largest retailer of RVs and related products and services.

Camping World Holdings, Inc., together with its subsidiaries, is the world’s largest retailer of RVs and related products and services.

As noted above, CWGS, LLC is a holding company and operates through its subsidiaries.

8 unchanged sentences

vehicle financing and refinancing assistance;

consumer shows and events;

and consumer publications and directories.

6 unchanged sentences

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).

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

5 unchanged sentences

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 complied with notification obligations in accordance with relevant law and cooperated 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.

1 unchanged sentence

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 and plaintiffs executed a settlement agreement to resolve the putative class action complaints for an immaterial amount subject to court approval.

On December 12, 2023 the court granted preliminary approval of the settlement agreement and set a final approval hearing for April 17, 2024.

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

reported amounts of revenue and expenses during the reporting period.

Actual results may differ from those estimates.

11 unchanged sentences

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 are stated at realizable value, net of an allowance for credit losses.

Accounts receivable balances due in excess of one year was $ 8.8 million at December 31, 2023 and $ 9.6 million at December 31, 2022, 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 allowance for credit losses 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):

Allowance for doubtful accounts:

Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required at December 31, 2023 and 2022.

Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances for credit losses of approximately $ 3.0 million as of December 31, 2023 and $ 4.2 million as of December 31, 2022 were required.

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

Year Ended December 31,

Allowance for credit losses:

Balance, beginning of period

11 unchanged sentences

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.

1 unchanged sentence

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.

Assets Held for Sale

The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met.

Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group.

The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell.

Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met.

Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale.

The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers.

Property and Equipment, net

11 unchanged sentences

Many of the Company’s lease agreements include fixed rental payments.

Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price

Index (“CPI”).

Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”).

Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability.

2 unchanged sentences

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.

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.

4 unchanged sentences

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).

Goodwill is evaluated 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 might be impaired.

The Company has the option to assess 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 or the Company elects to not perform a qualitative analysis, 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.

(see Note 8 – Goodwill and Intangible Assets).

Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges.

12 unchanged sentences

Revenue Recognition

Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to

in exchange for those goods or services.

Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue.

Incidental items that are immaterial in the context of the contract are recognized as expense.

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.

7 unchanged sentences

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.

Good Sam Services and Plans revenue consists primarily of revenue from publications and marketing fees from various consumer services and plans.

Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership.

8 unchanged sentences

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

7 unchanged sentences

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

consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded.

E-commerce sales are recognized when the product is shipped and recorded as variable consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded.

When points are awarded to customers under the Good Sam Club program for purchases of products or services, a portion of the product or service revenue is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage.

The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company’s products or services.

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.

The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period.

In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue 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.

The chargeback liabilities included in the estimate of variable consideration totaled $ 68.2 million and $ 76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets.

Good Sam Club

6 unchanged sentences

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.

When points are awarded to cardholders under the co-branded credit card program relating to sign-up or card activity, a portion of the revenue from the third-party credit card provider is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage.

The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company’s products or services or as a credit to their credit card balance.

Advertising Expenses

6 unchanged sentences

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.

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.

11 unchanged sentences

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.

The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store 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.

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 seasonality of the Company’s business.

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

to such an equity security.

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

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.

The Company early adopted ASU 2021-08 as of January 1, 2023 and the adoption did not materially impact 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.

Disclosure of Supplier Finance Program Obligations.

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.

1 unchanged sentence

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.

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 the Company already included many of the required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842):

Common Control Arrangements.

For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group.

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 August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction.

The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.

Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively.

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 November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss.

The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit.

Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition.

Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods.

The standard should be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption.

The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction.

The standard is effective for fiscal years beginning after December 15, 2024,

with early adoption permitted.

The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

Contract Assets and Capitalized Costs to Acquire a Contract

As of December 31, 2023 and 2022, contract assets of $ 16.1 million and $ 18.4 million, respectively, related to RV service revenues were included in accounts receivable in the accompanying consolidated balance sheets.

As of December 31, 2023 and 2022, the Company had capitalized costs to acquire a contract consisting of $ 4.5 million and $ 5.1 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.

17 unchanged sentences

Due from manufacturers

Allowance for doubtful accounts

Allowance for credit losses

Inventories and Floor Plan Payables

2 unchanged sentences

Products, parts, accessories and other

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.

As of December 31, 2023 and 2022, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (as amended from time to time, the “Floor Plan Facility”) entered into in September 2021.

The Floor Plan Facility at December 31, 2023 allowed FR to borrow (a) up to $ 1.85 billion under a floor plan facility (an increase from $ 1.70 billion, following an amendment to the Floor Plan Facility in July 2023 (the “Floor Plan Amendment”)), (b) up to $ 30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $ 70.0 million under the revolving line of credit.

The maturity date of the Floor Plan Facility is September 30, 2026.

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 $ 50.0 million increments up to a maximum amount of $ 300.0 million, which was reset and increased by the Floor Plan Amendment in July 2023 from a maximum of $ 200.0 million.

The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature.

Also, the Floor Plan Amendment increased the percentage of the aggregate amount of the floor plan notes payable that may be used to finance used RV inventory to 30 % from 20 %.

As of December 31, 2023 and 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.28 % and 6.01 %, respectively.

5 unchanged sentences

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.

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, 2023 and 2022.

The Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the 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.

3 unchanged sentences

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 has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification.

Management believes that no events have occurred at December 31, 2023 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.

Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants.

FR was in compliance with all financial debt covenants at December 31, 2023 and 2022.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2023 and December 31, 2022 (in thousands):

2 unchanged sentences

Total commitment

borrowings, net

borrowings, net of FLAIR offset account

( 1,371,145 )

( 1,319,941 )

flooring line aggregate interest reduction account

FLAIR offset account

Additional borrowing capacity

12 unchanged sentences

Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows.

(2) Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding.

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.

Restructuring – 2019 Strategic Shift

On September 3, 2019, the Board of Directors of CWH approved a plan (the “2019 Strategic Shift”) to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the “Outdoor Lifestyle Locations”).

Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift.

As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift.

During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that were not RV-related.

As of December 31, 2021, the activities under the 2019 Strategic Shift were completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift.

The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic.

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;

● 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

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):

The Company expects that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $ 4.0 million per year.

As of December 31, 2023, the Company had incurred total restructuring costs associated with the 2019 Strategic Shift of $ 120.9 million.

The breakdown of these costs is as follows:

● one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $ 1.2 million;

● lease termination costs of $ 19.4 million;

● incremental inventory reserve charges of $ 57.4 million;

● other associated costs of $ 42.9 million.

The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented (in thousands):

Year Ended December 31,

Restructuring costs:

One-time termination benefits (1)

2019 Strategic Shift restructuring costs:

Lease termination costs (1)

1 unchanged sentence

Other associated costs (3)

Total restructuring costs

(1) These costs incurred in 2020 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations.

Total 2019 Strategic Shift restructuring costs

(1) 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.

(2) These costs incurred in 2021 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations.

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

For the years ended December 31, 2023, 2022 and 2021, costs of approximately $ 4.0 million, $ 7.0 million and $ 10.7 million, respectively, were included in selling, general, and administrative expenses in the consolidated statements of operations.

13 unchanged sentences

Balance at December 31, 2023

(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.

(1) Lease termination costs exclude the $ 1.3 million, $ 6.1 million, $ 0.2 million, $ 4.8 million and $ 0 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, 2022 and 2023, respectively.

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

The Company evaluated the requirements of ASC No.

1 unchanged sentence

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.

Restructuring – Active Sports

On March 1, 2023, management of the Company determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of its indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”) as part of its review of underperforming assets and business lines.

Upon liquidating a significant amount of inventory and exiting the related distribution centers, the Company reevaluated its exit plan and concluded instead that it would integrate the remaining operations into its existing distribution and fulfillment infrastructure while maintaining lower inventory levels and a smaller fixed cost structure.

These plans have resulted in a much smaller operation and included the closure of the specialty retail location.

The incremental inventory reserve charges are based, in part, on the Company’s estimates of the discounting necessary to liquidate the Active Sports inventory.

The activities under the Active Sports Restructuring were substantially completed by December 31, 2023.

Certain lease costs will continue to be incurred after December 31, 2023 on the remaining leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements.

The Company expects that the ongoing lease-related costs relating to the Active Sports Restructuring, net of associated sublease income, will be less than $ 1.1 million per year.

As of December 31, 2023, the total restructuring costs associated with the Active Sports Restructuring were $ 5.9 million.

The breakdown of these restructuring costs is as follows:

● one-time employee termination benefits relating to the specialty retail store and distribution center closures of $ 0.2 million;

● incremental inventory reserve charges of $ 4.3 million;

● lease termination charges of $ 0.4 million;

● other associated costs of $ 1.0 million.

The following table details the costs incurred associated with the Active Sports Restructuring (in thousands):

Year Ended December 31,

Active Sports Restructuring costs:

One-time termination benefits (1)

Incremental inventory reserve charges (1)

Lease termination costs (2)

Other associated costs (3)

Total Active Sports Restructuring costs

(1) These costs were 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.

As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities.

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

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

Balance at March 31, 2023

Charged to expense

Paid or otherwise settled

Balance at December 31, 2023

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

Long-Lived Asset Impairment

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

During the years ended December 31, 2023, 2022 and 2021, 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):

Such indicators primarily included decreases in market rental rates for closed locations or based on the Company’s review of location performance in the normal course of business, which included the determination to close certain locations.

As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.

The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort.

Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.

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

Year Ended December 31,

Long-lived asset impairment charges:

Long-lived asset impairment charges by type of long-lived asset:

Leasehold improvements

Furniture and equipment

Operating lease right of use assets

Furniture and equipment

Construction in progress and software in development

Intangible assets

Total long-lived asset impairment charges

portion unrelated to 2019 Strategic Shift

2019 Strategic Shift long-lived asset impairment charges

Long-lived asset impairment charges by restructuring activity:

2019 Strategic Shift

Active Sports Restructuring

Unrelated to restructuring activities

Total long-lived asset impairment charges

Assets Held for Sale

As of December 31, 2023, five properties from the RV and Outdoor Retail segment, relating to a closed RV dealership and real estate, met the criteria to be classified as held for sale.

Additionally, as of December 31, 2023, three of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 10 — Long-Term Debt for definition and further details), which will require payment of the associated balance upon sale of the property.

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

Assets held for sale:

Property and equipment, net

Liabilities related to assets held for sale:

Current portion of long-term debt

Long-term debt, net of current portion

Property and Equipment, net

Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands):

3 unchanged sentences

Construction in progress and software in development

accumulated depreciation and amortization

accumulated depreciation

Property and equipment, net

Depreciation expense for the years ended December 31, 2022, 2021, and 2020 was $ 48.7 million, $ 61.6 million and $ 47.4 million, respectively .

Goodwill and Intangible Assets

1 unchanged sentence

Outdoor Retail

Balance at January 1, 2021 (excluding impairment charges)

Balance at December 31, 2021 (excluding impairment charges)

Accumulated impairment charges

Balance at January 1, 2021

Balance at December 31, 2021

Balance at December 31, 2022

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.

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.

Balance at December 31, 2023

In the fourth quarter of 2023 and 2022, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, and GSS Enterprise reporting units by performing a quantitative analysis.

The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment.

10 unchanged sentences

RV and Outdoor Retail:

Customer lists and domain names

Customer lists, domain names and other

Supplier lists

3 unchanged sentences

Membership, customer lists and other

Trademarks and trade names

RV and Outdoor Retail:

4 unchanged sentences

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.

customer lists and domain names are 5.3 years,

suppliers lists are 5.0 years, trademarks and trade names are 15.0 years, and websites are 10.0 years.

The weighted-average useful life of all our finite-lived intangible assets is approximately 11.2 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.

Amortization expense related to finite-lived intangibles for the years ended December 31, 2023, 2022, and 2021 was $ 3.8 million, $ 13.5 million and $ 4.8 million, respectively.

The aggregate future five-year amortization of finite-lived intangibles at December 31, 2023, was as follows (in thousands):

3 unchanged sentences

Other accruals

(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.

Long-Term Debt

6 unchanged sentences

(2) Net of $ 3.3 million and $ 3.4 million of finance costs at December 31, 2023 and 2022, respectively.

The aggregate future maturities of long-term debt at December 31, 2022, were as follows (in thousands):

The aggregate future maturities of long-term debt at December 31, 2023, excluding original issue discount of $ 12.0 million, finance costs of $ 8.0 million, and $ 17.3 million of liabilities relating to assets held for sale (see Note 6 — Assets Held for Sale for further details), were as follows (in thousands):

Long-term debt instruments

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”).

As of December 31, 2023 and 2022, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for senior secured credit facilities (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”).

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 lenders under the Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase.

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 a Saturday.

Additionally, the Company is required to prepay the borrowings under the Term Loan Facility in an aggregate amount up to 50 % of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022.

No additional excess cash flow payment was required relating to 2023 and the Company does not expect an additional excess cash flow payment to be required relating to 2024.

The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit;

1 unchanged sentence

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

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.

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):

10 unchanged sentences

outstanding letters of credit

total net leverage ratio borrowing limitation

Additional borrowing capacity

As of December 31, 2023 and 2022, the average interest rate on the Term Loan Facility was 7.97 % and 6.80 %, respectively, and the effective interest rate on the Term Loan Facility was 8.21 % and 7.03 %, respectively.

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.

2 unchanged sentences

Management believes that no events have occurred at December 31, 2023 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35 % of the total commitment on the Revolving Credit Facility (excluding (i) up to $ 15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement.

As of 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.

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, 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, 2023, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35 % threshold, however the Company’s borrowing capacity was reduced by $ 37.3 million in light of this covenant.

The Company was in compliance with all applicable financial debt covenants at December 31, 2023 and 2022.

Real Estate Facilities

2 unchanged sentences

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 %.

(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

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.

1 unchanged sentence

All obligations under the M&T Real Estate Facility and the guarantees of those obligations, are secured, subject to certain exceptions, by the mortgaged real property assets.

During the year ended December 31, 2023, FRHP borrowed an additional $ 59.2 million under the M&T Real Estate Facility.

In November 2018, September 2021, and December 2021, Camping World Property, Inc.

(the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) with aggregate maximum principal capacities of $ 21.5 million, $ 9.0 million, and $ 10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively.

(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” and together with the M&T Real Estate Facility, the “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:

The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets.

The CIBC Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities (“CIBC Real Estate Facility Properties”).

In June 2023, the Real Estate Borrower sold one of the CIBC Real Estate Facility Properties located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility.

As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $ 7.4 million was repaid and terminated by the Real Estate Borrower.

The First CIBC Real Estate Facility was amended in October 2023 to extend the maturity date from October 2023 to October 2028.

The Third CIBC Real Estate Facility matures in December 2026.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities at December 31, 2023:

As of December 31, 2023

6 unchanged sentences

First CIBC Real Estate Facility

Second CIBC Real Estate Facility

Third CIBC Real Estate Facility

Amount reclassified to liabilities related to assets held for sale

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

1 unchanged sentence

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

(4) $ 17.3 million of this amount is classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale).

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification.

1 unchanged sentence

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.

The Company was in compliance with all financial debt covenants at December 31, 2023 and 2022.

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.

In December 2021, FRHP assumed a mortgage as part of a real estate purchase.

This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC and matures in December 2026.

In June 2023, FRHP assumed a promissory note as part of a real estate purchase.

This note is secured by the acquired property and matures in April 2041.

As of December 31, 2023, the outstanding principal balance of these debt instruments was $ 8.2 million with a weighted average interest rate of 4.27 %.

Lease Obligations

The Company leases most of the properties for its retail locations through 241 operating leases and 10 finance leases.

The Company leases most of the properties for its store locations through 242 operating leases and 13 finance leases.

The Company also leases billboards and certain of its equipment.

1 unchanged sentence

As of December 31, 2023 and 2022, finance lease assets of $ 100.4 million and $ 88.1 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):

The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands):

Year Ended December 31,

7 unchanged sentences

Net lease costs

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

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

Year Ended December 31,

6 unchanged sentences

New, remeasured and terminated finance leases

The following presents other information related to leases:

December 31, 2022

The following table presents other information related to leases:

Weighted average remaining lease term:

11 unchanged sentences

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.

On February 8, 2022, FRHP sold three properties for a total sale price of $ 28.0 million.

Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company agreed to 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.

1 unchanged sentence

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.

The financial liability is included in other long-term liabilities in the consolidated balance sheets as of December 31, 2023 and 2022.

CWH is organized as a Subchapter C corporation (“C-Corp”) and, as of December 31, 2023, is a 52.9 % owner of CWGS, LLC (see Note 19 — Stockholders’ Equity and Note 20 — Non-Controlling Interests).

6 unchanged sentences

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):

Income tax expense

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):

The components of the Company’s income tax (benefit) expense from operations for the years ended December 31, 2023, 2022 and 2021 consisted of (in thousands):

Income tax (benefit) expense

A reconciliation of income tax (benefit) expense from operations to the federal statutory rate for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):

Income taxes computed at federal statutory rate (1)

4 unchanged sentences

Effect of LLC Conversion (3)

(Decrease) increase in valuation allowance (4)

Increase (decrease) in valuation allowance (4)

Impact of other state tax rate changes

Income tax expense

(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.

Accrual to return

Uncertain Tax Positions

Income tax (benefit) expense

(1) Federal and state income tax includes $ 0.6 million, less than $ 0.1 million, and $ 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 for 2023, 2022, and 2021, respectively.

(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.

(3) For 2023, these amounts represent a reduction of $ 81.7 million to CWH’s outside basis deferred tax assets as a result of the LLC Conversion and $ 4.1 million related to the entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023 (defined and discussed below).

For 2022, these amounts represent the tax impact of the LLC Conversion, 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 2023, the valuation allowance increased by $ 66.7 million.

The valuation allowance increased by $ 132.2 million related to capital loss carryforward.

Additionally, valuation allowance decreased by $ 52.5 million as a result of the LLC Conversion and its impact on realization of the CWH’s outside basis deferred tax asset and decreased by $ 13.0 million for activities not related to the LLC Conversion.

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.

6 unchanged sentences

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”).

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.

Accordingly, certain effects of the LLC Conversion were 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.

1 unchanged sentence

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.

For the year ended December 31, 2023, the Company recorded an additional tax benefit of $ 2.0 million related to the LLC Conversion.

Additionally, the Company recorded an income tax benefit of $ 4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date.

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

and operating loss and tax credit carryforwards.

Significant items comprising the net deferred tax assets at December 31, 2023 and 2022 were (in thousands):

2 unchanged sentences

Deferred tax assets

Investment impairment

Investment in partnership ("Outside Basis Deferred Tax Asset") (1)

Capital loss carryforward

Tax Receivable Agreement liability

Net operating loss carryforward

Operating lease liabilities

Business interest expense carryforward

Net operating loss carryforward

Other reserves

3 unchanged sentences

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.

At December 31, 2023, the Company recorded a valuation allowance on the Outside Basis Deferred Tax Asset and the capital loss carryforward that are not more likely than not to be realized.

The capital loss has a five-year carryforward period.

At December 31, 2022, the Company determined that all of its deferred tax assets (except a portion of the Outside Basis Deferred Tax Asset) 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.

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.

As of January 2, 2023, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $ 151.7 million and $ 3.9 million, respectively, which are no longer available after the LLC Conversion.

The conversion loss generated a net operating loss that was immediately written off as CW’s net operating losses are lost as a result of the conversion.

Accordingly, the tax effect of the current year conversion loss was zero .

At December 31, 2023, the Company had unitary state net operating loss carryforwards of $ 34.3 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.

American Rescue Plan Act provisions do not have a material impact on the Company’s income tax expense and effective tax rate.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law.

One of the provisions of the TCJA was to amend Section 163(j) of the Internal Revenue Code, which, beginning for tax years after December 31, 2021, limits the amount of net interest expense that can be deducted by a percentage of adjusted taxable income.

For the year ended December 31, 2023, the reduction in earnings along with an increase in interest expense resulted in excess business interest expense of $ 42.6 million at CWGS, LLC.

Additionally, this limitation on net interest expense deductibility applied to the calculation of tax distributions to common unit holders of CWGS, LLC, including CWH, under the CWGS LLC Agreement in 2023, which increased the tax distributions required to be paid.

During the year ended December 31, 2023, the Company recorded an income tax benefit of $ 5.6 million related to its business interest expense carryforward.

For the year ended December 31, 2022, there was no excess business interest expense at CWGS, LLC.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.

19 unchanged sentences

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

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

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.

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.

Income Tax Audits

8 unchanged sentences

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.

During the year ended December 31, 2023, one of CWGS, LLC’s indirect wholly-owned subsidiaries was notified by the Internal Revenue Service that their 2020 tax year was finalized with no adjustments.

Additionally, during the year ended December 31, 2023, the Company was notified by the state of California that its 2020 and 2021 state income tax returns were 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.

9 unchanged sentences

The following table presents the reported carrying value and fair value information for the Company’s debt instruments.

by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial 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 by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.

December 31, 2023

7 unchanged sentences

Other Long-Term Debt

(1) The carrying value of Real Estate Facilities at December 31, 2023 includes the $ 17.3 million reported as liabilities related to assets held for sale in the consolidated balance sheet.

Commitments and Contingencies

2 unchanged sentences

Current sponsorship agreements run through 2027.

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 sponsorship and brand licensing agreements consist of annual fees payable in aggregate of $ 4.4 million in 2024, $ 2.6 million in 2025, $ 1.9 million in 2026, $ 0.4 million in 2027, and $ 0.4 million in 2028, which are recognized to expense over the expected benefit period.

The Company enters into subscription agreements from time to time.

Currently there are 51 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.

$ 10.8 million in 2024, $ 8.2 million in 2025, $ 2.0 million in 2026, $ 0.1 million in 2027, $ 0.1 million in 2028 and $ 0.1 million thereafter.

Expense is recognized ratably over the term of the agreement.

8 unchanged sentences

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).

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

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.

As of December 31, 2023 and 2022, these letters of credit were $ 17.2 million and $ 16.3 million, respectively.

This includes $ 12.3 million and $ 11.4 million for December 31, 2023 and 2022, 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 10 — Long-Term Debt).

Weissmann Complaint

On June 22, 2021, CWH filed a one -count complaint captioned FreedomRoads Holding Company, LLC v.

On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one -count complaint captioned FreedomRoads Holding Company, LLC v.

Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”).

On October 8, 2021, Weissmann brought a counterclaim against 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:

On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc.

(“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit.

Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW:

(ii) fraud in the inducement;

6 unchanged sentences

(ix) negligence;

(v) unjust enrichment;

and (vi) RICO § 1962.

(x) unjust enrichment;

and (xi) RICO § 1962.

Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $ 2.5 million);

2 unchanged sentences

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.

On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note.

Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022.

On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses.

The arbitration hearing is scheduled to begin March 11, 2024.

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:

(“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages.

Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW:

(ii) false promise;

10 unchanged sentences

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 April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus Lemonis, compelling Tumbleweed’s claims to arbitration.

Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus Lemonis on May 17, 2022.

FR Holdco, CW, and Marcus Lemonis filed responses and affirmative defenses on May 31, 2022.

On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint.

The parties have exchanged initial discovery, but the Arbitrator has not yet set a schedule in the case.

The parties have exchanged discovery.

The arbitration hearing is scheduled to begin March 11, 2024.

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

Profit and subsequent commercial relationship with CWH (the “Precise Complaint”).

Trustee Feldman alleges the following claims against defendants, including CWH:

Feldman, Esquire, in her capacity as the Chapter 7 Trustee (the “Trustee”) for the Estate of Precise Graphix, LLC (the “Precise Estate”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW.

The Trustee alleges the following claims against defendants, including CW:

(ii) false promise;

3 unchanged sentences

(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;

(vii) negligent misrepresentation;

(viii) fraudulent concealment;

(ix) conspiracy;

(x) unlawful business practices in violation of California Business and Professions

(xi) aiding and abetting;

(xii) 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.

The Trustee did not serve the Precise Complaint on CW.

On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint.

On April 4, 2023, the Precise Estate’s arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing.

On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $ 7.1 million (the “Final Award”), of which CW would be entitled to $ 3.7 million.

On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS.

On June 29, 2023, CW advanced the Trustee’s portion of the fee required by JAMS to advance the appeal.

On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “USBC”) seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate.

On July 14, 2023, the Trustee and respondents, including CW, filed a stipulation and agreed order (the “Stipulation”) as follows:

(1) upon approval and entry of the Stipulation, CW’s claim for $ 3,500 shall be allowed and reimbursed;

(2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award;

and (3) the Trustee will not dispute the amount of the Final Award.

On July 17, 2023, the USBC entered the Stipulation as an order, which became final upon the expiration of the ten ( 10 ) day appeal period.

Precise withdrew its appeal and on August 14, 2023 JAMS closed the arbitration.

On September 25, 2023, the Superior Court of the State of California, upon motion by defendants, confirmed the arbitration award.

On October 6, 2023, defendants filed an application in the matter of In re:

Precise Graphix, LLC, pending in the United States Bankruptcy Court for the Eastern District of Pennsylvania seeking to have the fee award deemed an administrative expense in the Precise Estate.

After a hearing on November 9, 2023, the parties engaged in settlement negotiations regarding the administrative expense application and the trustee’s objection.

The negotiations resulted in a resolution, subject to the execution of a settlement agreement, to treat the amount of $ 3.7 million as an allowed claim with a portion payable upon the effective date of the settlement agreement.

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.

4 unchanged sentences

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.

The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination.

Financial Assurances

4 unchanged sentences

As of December 31, 2023 and December 31, 2022, outstanding surety bonds were $ 23.2 million and $ 22.0 million, respectively.

The underlying liabilities insured by these instruments are reflected on the Company’s accompanying consolidated balance sheets, where applicable.

The underlying liabilities

to which these instruments relate 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.

1 unchanged sentence

Transactions with Directors, Equity Holders and Executive Officers

FR leases various retail locations from managers and officers.

FR leases various store locations from managers and officers.

During 2023, 2022 and 2021, the related party lease expense for these locations were $ 3.4 million, $ 3.4 million and $ 2.2 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”).

In January 2012, FR entered into a lease for what is now its previous corporate headquarters in Lincolnshire, Illinois, which was amended as of March 2013, November 2019, October 2020, and October 2021 (the “Lincolnshire Lease”).

This lease expires in March 2024.

For the years ended December 31, 2023, 2022, and 2021, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $ 0.9 million, $ 0.9 million, and $ 0.8 million, respectively.

The Company’s Chairman and Chief Executive Officer has personally guaranteed the Office Lease.

The Company’s Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire Lease.

The Company had an expense reimbursement payable to Mr.

2 unchanged sentences

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.

This office space became the Company’s corporate headquarters in February 2024.

Other Transactions

1 unchanged sentence

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.

The Company purchased fixtures for interior store sets at the Company’s store locations from Precise Graphix.

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 received refunds from Precise Graphix totaling $ 0.2 million in 2021.

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.

Baltins serves as a member of its Board of Directors, $ 0.1 million for both of the years ended December 31, 2023 and 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, $ 0.1 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, for legal services.

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 2023 and 2022, subsidiaries of the Company acquired the assets of multiple RV dealerships, as well as an outdoor publication during 2022, that constituted businesses under GAAP.

The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions.

The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store 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.

1 unchanged sentence

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.

In 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 18 locations for an aggregate purchase price of approximately $ 209.5 million, of which four RV dealerships had not opened by December 31, 2023.

Separate from these acquisitions, during the year ended December 31, 2023, the Company purchased real property for an aggregate purchase price of $ 72.4 million, of which $ 5.2 million was paid through the assumption of the related promissory note (see Note 10 — Long-Term Debt — Other Long-Term Debt).

The purchases were partially funded through $ 59.9 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.

Separate from these acquisitions, during the year ended December 31, 2022, the Company purchased real property for an aggregate purchase price of $ 55.7 million.

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following:

7 unchanged sentences

Operating lease assets

Accounts payable

Accrued liabilities

8 unchanged sentences

The fair values above for the year ended December 31, 2023 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, 2023, the fair values above include measurement period adjustments for valuation of acquired inventories and other current liabilities relating to dealership acquisitions during the year ended December 31, 2022.

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, 2023 and 2022, acquired goodwill of $ 88.8 million and $ 138.8 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.

For the year ended December 31, 2022, the intangible assets acquired included $ 2.1 million for trademark and trade names to be amortized over 15 years and other intangibles assets of $ 0.5 million to be amortized over three years .

Included in the consolidated financial results for the years ended December 31, 2023 and 2022 were $ 99.8 million and $ 83.3 million of revenue, respectively, and $ 8.1 million and $ 2.0 million of pre-tax loss, 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.

3 unchanged sentences

Cash paid during the period for:

Non-cash investing activities:

Non-cash investing and financing activities:

Leasehold improvements paid by lessor

1 unchanged sentence

Capital expenditures in accounts payable and accrued liabilities

Non-cash financing activities:

Purchase of real property through assumption of other long-term debt

Note receivable exchanged for amounts owed by other investment

Par value of Class A common stock issued for redemption of common units in CWGS, LLC

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

Cost of treasury stock issued for vested restricted stock units

6 unchanged sentences

Highly compensated employees may defer up to 15 % of their eligible compensation up to the Internal Revenue Service limits.

The Company contributed $ 2.8 million to the Company’s 401(k) Plan in 2023.

There were no contributions by the Company to the Company’s 401(k) Plan in 2022 or 2021.

2 unchanged sentences

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 20 – 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.

The remaining interest in CWGS, LLC, was held by the Continuing Equity Owners, 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

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.

In accordance with the CWGS LLC Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay 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.

2 unchanged sentences

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.

provided that, for as long as 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.

14 unchanged sentences

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.

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.

2 unchanged sentences

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.

During the year ended December 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program.

During the year ended December 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $ 79.8 million including commissions paid, at a weighted average price per share of $ 30.76 , which 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.

During the years ended December 31, 2023 and 2022, the Company reissued 579,176 and 852,508 shares of Class A common stock 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”), respectively, (see Note 21 — Equity-Based Compensation Plans).

As of December 31, 2023 and 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 12 — 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.

9 unchanged sentences

Continuing Equity Owners

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.

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.

During the year ended December 31, 2021, the funds controlled by Crestview Partners II GP, L.P.

redeemed 4.0 million common units of CWGS, LLC, for 4.0 million shares of the Company’s Class A common stock, respectively, which also resulted in the cancellation of 4.0 million shares of the Company’s Class B common stock, that was previously held by the funds controlled by Crestview Partners II GP, L.P.

with no additional consideration provided.

24 unchanged sentences

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.

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.

15 unchanged sentences

Outstanding and exercisable at December 31, 2023

At December 31, 2022, all stock options were fully vested.

At December 31, 2023 and 2022, all stock options were fully vested.

The intrinsic value of stock options exercised was $ 0.1 million, $ 0.2 million and $ 3.5 million for the years ended December 31, 2023, 2022 and 2021, 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.

The actual tax benefit for the tax deductions from the exercise of stock options was not significant for the years ended December 31, 2023 and 2022, and $ 0.6 million for the year ended December 31, 2021.

A summary of restricted stock unit activity for the year ended December 31, 2023 is as follows:

7 unchanged sentences

The fair value of restricted stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $ 20.7 million, $ 35.1 million, and $ 38.7 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

ended December 31, 2022, 2021, and 2020, respectively.

The actual tax benefit for the tax deductions from the vesting of restricted stock units was $ 2.8 million, $ 4.9 million, and $ 5.6 million for the years ended December 31, 2023, 2022, and 2021, 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, 2023 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 restricted stock units that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees’ 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.

3 unchanged sentences

The award was made in consideration of the Company’s strong performance.

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.

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 and related gross-ups.

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.

Lemonis’ 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.

3 unchanged sentences

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.

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.

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.

98 unchanged sentences

(Parent Company Only)

(In Thousands Except Share Amounts)

(In Thousands Except Per Share Amounts)

Current assets:

Cash and cash equivalents

Affiliate Loan

Prepaid income taxes and other

4 unchanged sentences

Current liabilities:

Income tax payable

Current portion of liabilities under Tax Receivable Agreement

11 unchanged sentences

41,466 issued and outstanding as of December 31, 2022

Class C common stock, par value $ 0.0001 per share – one share authorized, issued and outstanding as of December 31, 2022 and 2021

Class C common stock, par value $ 0.0001 per share – 0.001 share authorized, issued and outstanding as of December 31, 2023 and 2022

Additional paid-in capital

18 unchanged sentences

Interest income, net

Affiliate Loan interest income

Tax Receivable Agreement liability adjustment

Other income, net

Other (expense) income, net

Equity in net income of subsidiaries

Income before income taxes

Income tax expense

Income tax benefit (expense)

See accompanying Notes to Condensed Financial Information

12 unchanged sentences

Prepaid income taxes and other assets

Accounts payable and other accrued liabilities

Payment pursuant to Tax Receivable Agreement

4 unchanged sentences

Distributions received from CWGS, LLC

Lent funds under Affiliate Loan

Net cash provided by investing activities

16 unchanged sentences

(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 assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC”), its Affiliate Loan (as defined in Note 3 – Affiliate Loan), and certain deferred tax assets.

The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC.

9 unchanged sentences

For the years ended December 31, 2023, 2022, and 2021, 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.

No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2023 and 2022 (see Note 3 – Affiliate Loan for other amounts owed to the Parent Company).

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 $ 162.8 million and $ 170.6 million as of December 31, 2023 and 2022, respectively.

Affiliate Loan

In December 2023, the Parent Company (the “Lender”) and CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, entered into a loan agreement (the “Affiliate Loan”) whereby the Borrower may borrow up to $ 40.0 million from the Lender at an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 6.50 % per annum.

The Lender may demand repayment with thirty-day notice, there are no prepayment restrictions or penalties, and the Affiliate Loan expires in December 2025.

In December 2023, the Borrower borrowed $ 30.0 million under the Affiliate Loan, which was repaid with accrued interest in January 2024.

At December 31, 2023, the interest rate on the Affiliate Loan was 11.86 % and accrued interest was less than $ 0.1 million.

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 12 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.

described in Note 12 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.

9 unchanged sentences

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.

During the years ended December 31, 2023 and 2022, the above LLC Conversion resulted in additional income tax benefit and expense for the Parent Company of $ 3.1 million and $ 13.3 million, respectively.

Additionally, the Parent Company recorded an income tax benefit of $ 4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date.

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.

During the year ended December 31, 2023, the Parent Company did not repurchase Class A common stock under the stock repurchase program.

During the year ended December 31, 2022, the Parent Company repurchased 2,592,524 shares of Class A common stock, under this program for approximately $ 79.8 million, including commissions paid, at a weighted average price per share of $ 30.76 , which is recorded as treasury stock on the Parent Company’s balance sheet.

During the year ended December 31, 2022, the $ 79.8 million was concurrently funded by CWGS, LLC in exchange for the return of 2,592,524 common units in CWGS, LLC, which reduced the Parent Company’s ownership interest in CWGS, LLC.

Class A common stock held as treasury stock is not considered outstanding.

During the 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.

During the years ended December 31, 2023 and 2022, the Parent Company reissued 579,176 and 852,508 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 Incentive Award Plan.

As of December 31, 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million.

2 unchanged sentences

Year Ended December 31,

Cash paid during the period for:

Cash paid (refunded) during the period for:

Non-cash financing activities:

Par value of Class A common stock issued for redemption of common units in CWGS, LLC

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

Cost of treasury stock issued for vested restricted stock units

6 unchanged sentences

Year ended December 31, 2021

(1) Additions to allowance for doubtful accounts are charged to expense.

(1) Additions to allowance for credit losses 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.

(3) Accounts receivable allowance includes the allowance for credit losses and the allowance for returns.

(In Thousands)

13 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data