What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-28 compared with 2024-02-26 · 502 added, 300 removed, 482 unchanged (62% of the section changed)

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Unless otherwise indicated, the date of measurement is December 31, 2024, our most recently completed fiscal quarter.

In this Item 7, we discuss the results of operations for the years ended December 31, 2023 and 2022 and comparisons of the year ended December 31, 2023 to the year ended December 31, 2022.

Discussions of the results of operations for the year ended December 31, 2021 and comparisons of the year ended December 31, 2022 to the year ended December 31, 2021 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on February 23, 2023.

Camping World Holdings, Inc.

(together with its subsidiaries) is the world’s largest retailer of recreational RVs and related products and services.

Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966.

Through our Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor adventures fun and easy.

We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.

We also believe that our Good Sam organization and family of services and plans uniquely enables us to connect with our customers as stewards of the RV lifestyle.

We also believe that our Good Sam organization and family of highly-specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enables us to connect with our customers as stewards of an outdoor and recreational lifestyle.

On December 31, 2024, we operated a total of 206 store locations, with all of them selling and/or servicing RVs.

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Retail Centers

Retail Stores

Number of store locations as of December 31, 2023

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Number of store locations as of December 31, 2024

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

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

See “Results of Operations” below for same store revenue and unit sales.

During the first quarter of 2025, we expect to open twelve RV dealerships, convert one RV service and retail center into an RV dealership, and close two RV dealerships.

We operate two reportable segments:

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We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions.

See Note 1 — Summary of Significant Accounting Policies — Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.

The following table presents percentages of total revenue and total gross profit for our two reportable segments:

See Note 1 — Summary of Significant Accounting Policies —

Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.

The following table presents percentages of total revenue and total Segment Adjusted EBITDA for our two reportable segments:

Year Ended December 31,

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RV and Outdoor Retail

As percentage of total gross profit (1) :

As percentage of total Segment Adjusted EBITDA:

Good Sam Services and Plans

RV and Outdoor Retail

(1) Gross profit is presented exclusive of depreciation and amortization, which is presented separately in operating expenses.

Within a few months of the initial significant outbreaks of COVID-19 in the U.S.

in 2020, we experienced elevated demand for RVs and many of our related products and services.

We believe 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.

We believe 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, we were able to procure more new vehicles from our suppliers than were sold and new towables inventory levels, in particular, normalized in early 2022.

As other modes of transportation and vacation options have mostly recovered from the impact of COVID-19, the increased demand for our products has dropped from the peak levels experienced in recent years.

Strategic Review

On January 17, 2024, we announced that we are reviewing potential strategic alternatives for our Good Sam business, which could include a potential sale, spin off or other disposition of the business.

No decision has been made whether to proceed with any particular alternative.

We have not set a deadline for the strategic alternatives review process, and there can be no assurance that this process will result in any particular outcome.

On January 17, 2024, we announced that we were reviewing potential strategic alternatives for our Good Sam business.

In conducting that review, we came to the decision that the greatest value to the Company can be achieved through retaining the Good Sam business.

We have deepened our appreciation for the non-cyclical nature of the business and recognize the large growth potential of the business over multiple vectors in the outdoor and recreational space.

Going forward, we expect that Good Sam will continue to benefit from its relationship with the Camping World brand and store footprint but will be empowered to operate independently to drive growth.

Key Performance Indicators

We evaluate the results of our overall business based on a variety of factors, including the number of Active Customers and Good Sam members, revenue and same store revenue, vehicle units, and same store vehicle units, gross profit and gross profit per vehicle sold, gross margin, finance and insurance per vehicle (“PV”), vehicle inventory turnover, and Adjusted EBITDA and Adjusted EBITDA margin.

Same store revenue.

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As of December 31, 2024 and 2023, we had a base of 175 and 166 same stores, respectively.

For the years ended December 31, 2023, 2022 and 2021, our aggregate same store revenue was $5.2 billion, $5.9 billion, and $5.8 billion, respectively.

For the years ended December 31, 2024 and 2023, our aggregate same store revenue was $5.2 billion and $5.5 billion, respectively.

With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales has in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue.

Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles.

From 2015 to 2023, total new vehicle travel trailer units have increased from 62% to 75% of total new vehicle unit sales but from 2015 to 2023 our average selling price of a new vehicle unit increased from $39,853 to $43,866.

Due to lower industry supply of travel trailers and motorhomes during much of 2020 and 2021, both average cost and average sales price increased.

However, average sales price decreased in 2023 (see “Industry Trends” below), which impacted our same store revenue.

From 2015 to 2024, total new vehicle travel trailer units have increased from 62% to 78% of total new vehicle unit sales.

From 2015 to 2024 our average selling price of a new vehicle unit increased 1% from $39,853 to $40,089, as inflation over that period was partially offset by the higher mix of lower priced travel trailers.

Gross Profit and Gross Margins .

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Sales of new vehicles generally result in a lower gross margin than other areas of our business, including used vehicles, repair service and installation work, RV equipment and accessories, outdoor equipment and accessories and finance and insurance products.

While gross margins for our RV and Outdoor Retail segment are lower than gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue.

We believe the overall growth of our RV and Outdoor Retail segments will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and

Plans to our Active Customer base.

Gross margin in our RV and Outdoor Retail segment was positively impacted in 2021 and, to a lesser extent, 2022 by increased demand for vehicles and reduced supply leading to higher average prices per unit.

However, gross margins in 2023 and 2022 were negatively impacted by the higher cost of new vehicles that was driven largely from the reduced supply of new vehicles during much of 2021.

Gross margins were also negatively impacted in 2023 by the decline in average prices per unit.

While gross margins for our RV and Outdoor Retail segment are lower than

gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue.

We believe the overall growth of our RV and Outdoor Retail segment will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and Plans to our Active Customer base.

Adjusted EBITDA and Adjusted EBITDA Margin.

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For the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize these non-GAAP financial measures and their limitations, see “Non-GAAP Financial Measures” below.

SG&A Excluding SBC as a Percentage of Gross Profit.

SG&A Excluding SBC is a significant component of our Adjusted EBITDA and Adjusted EBITDA Margin.

SBC is excluded from the determination of Adjusted EBITDA and Adjusted EBITDA Margin.

Our ability to control costs within SG&A Excluding SBC and the extent to which these expenses are variable with gross profit are a significant focus of our management and we believe they are a focus of analysts, investors, and other interested parties to evaluate companies in our industry.

For a definition of SG&A Excluding SBC, a reconciliation of SG&A Excluding SBC to SG&A, and a further discussion of how we utilize this non-GAAP financial measure and its limitations, see “Non-GAAP Financial Measures” below.

Industry Trends

According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2023 were 313,174 units, 36.5% less than in 2022.

RV shipments for the last two months of 2023 showed an increase over the previous year, and their projections indicate that they expect to continue to see increased shipments and retail sales in 2024, particularly in the latter half of the year.

Thor Industries, our largest supplier of RVs, disclosed in its Form 10-Q for the quarter ended October 31, 2023 as filed with the SEC on December 6, 2023 that its North American RV order backlog had declined 54% compared to October 31, 2022, primarily as a result of a reduction in orders from independent dealers.

Thor Industries also disclosed that it believes that as of July 31, 2023, the North American RV independent dealer inventory levels were generally at, or slightly higher than, the levels dealers are comfortable stocking for most of their towable products and generally aligned with desired levels for its motorized products.

The per unit cost of new vehicles has been significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates.

These higher costs had been partially mitigated by the higher average selling prices on new vehicles initially, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2022, which continued in 2023, as a result of these higher costs.

We experienced a 4.3% decrease in the average sale price of new vehicles during 2023 compared to 2022, driven by more price sensitive customers in a higher interest rate environment.

We will continue to evaluate supplier pricing and the mix of our vehicle offerings, such as lower-priced towables, among other criteria, as part of our vehicle procurement process.

Certain of our RV manufacturers have indicated that they expect new towable vehicle average selling prices to decline by up to 10% for model year 2024 vehicles.

The decrease in average selling prices for new towable vehicles has led to additional discounting on new vehicles from prior model years, beginning primarily in the fourth quarter of 2023, which has negatively impacted our near-term new vehicle gross margins as we sell through our stock of pre-2024 model year vehicles.

Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain our rate of sale and inventory turns, which has negatively impacted used vehicle gross margins.

Certain finance and insurance and Good Sam services and plans revenues that are at least partially based on new and/or used vehicle pricing have been negatively impacted by new and used vehicle average selling price decreases.

According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2024 were 333,733 units, 6.6% greater than in 2023.

This positive trend is highlighted by a 7.6% rise in December 2024 shipments with 23,153 units shipped compared to 21,522 units shipped in the same period in 2023.

The per unit cost of new vehicles in fiscal year 2023 was significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates.

These higher costs were partially mitigated by the higher average selling prices on new vehicles initially, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2023, as a result of these higher costs.

We experienced a 4.3% decrease in the average sale price of new vehicles during fiscal year 2023 compared to 2022, driven by more price sensitive customers in a higher interest rate environment.

Since certain of our RV manufacturers had indicated that they expected new towable vehicle average manufacturer selling prices to decline by up to 10% for 2024 model year vehicles, we focused on clearing out a significant portion of our pre-2024 model year new vehicles primarily during the fourth quarter of 2023 and early 2024 to improve the mix of our new vehicle inventory toward the lower cost 2024 model year vehicles.

These new vehicle cost decreases further decreased average selling prices of new vehicles in 2024.

For the year ended December 31, 2024, overall new vehicle gross margins decreased 112 basis points to 14.4%, as our average selling price per vehicle decreased 8.6% while our average cost per vehicle decreased 7.4%.

Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain used vehicles as a lower cost alternative to new vehicles, which has negatively impacted used vehicle gross margins.

We also experienced lower used vehicle inventory levels in 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines.

During the fourth quarter of 2024, we took steps to reverse the trend of decreasing used vehicle revenue and unit sales, which resulted in an 8.2% increase in used vehicle revenue and 11.4% increase in used vehicle unit sales in the fourth quarter of 2024.

We are closely monitoring U.S.

trade policy developments with countries from which we source product and equipment, such as China, Mexico, and Canada.

There is uncertainty as to the extent and duration of additional tariffs that have or may be imposed on imports from these countries.

We have made adjustments to our procurement practices to partially mitigate certain of the potential negative effects that additional tariffs may impose on the sourcing of our inventory and equipment.

Additionally, many of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers.

In 2024, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $27.0 million, $10.0 million and $2.0 million, respectively.

Financial Institutions

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In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.

During 2023 we experienced the impact of inflation on our operations, particularly with the increased cost of new vehicles.

The price risk relating to new vehicles includes the cost from the manufacturer, as well as freight and logistics costs.

Each of these costs have been impacted, to differing degrees, by factors such as high demand for product, supply chain disruptions, labor shortages, and increased fuel costs, some of which were caused, in part, by the COVID-19 pandemic.

These cost pressures began to recede during the third quarter of 2023 and we expect this trend to continue into 2024.

We have increased employee compensation rates as a response to the generally higher cost of living experienced in much of the United States in recent quarters.

While we regularly review our compensation arrangements to ensure that our pay practices are competitive, we made meaningful adjustments to labor rates, largely in the fourth quarter of 2022, which were mostly offset by other cost reductions which included reduced headcount in the fourth quarter of 2022 and the elimination or reduction of underperforming assets, locations, and business lines.

Additionally, during September and October of 2023, we implemented employee headcount reductions and adjustments to employee variable compensation plans that are expected to result in approximately $60.0 million of annual cost savings, primarily for selling, general and administrative expenses.

These cost savings exclude any additional employee headcount from our expected expansion of store locations.

Inflationary factors, such as increases to our product and overhead costs, may adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs.

As noted in “Industry Trends” above, we have experienced, and continue to experience, reduced cost and average selling prices with respect to new vehicles and, as a byproduct of the new vehicle pricing decrease, used vehicles.

New and used vehicles regularly represent a majority of our costs.

However, inflationary factors, such as increases to our product cost, overhead costs, or tariffs on imported product or components used by RV manufacturers, have in the past adversely affected and may in the future adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs.

We finance substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements.

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Restructuring

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”).

On March 1, 2023, our management determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”).

As of December 31, 2023, the Company had substantially completed the activities under the 2019 Strategic Shift and Active Sports Restructuring except for the remaining potential ongoing charges related to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities.

The process of identifying subtenants and negotiating lease terminations had 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.

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”), which was substantially complete by December 31, 2021.

On March 1, 2023, our

management determined to implement plans (the “Active Sports Restructuring”), which were substantially complete by December 31, 2023.

For the 2019 Strategic Shift the remaining potential ongoing charges related to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities.

The timing of sublease and/or termination negotiations will vary as both are contingent on landlord approvals.

We expect that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $3.5 million per year.

During the year ended December 31, 2024, the Company terminated the final significant lease under the Active Sports Restructuring that included a $1.5 million lease termination fee that was paid in October 2024.

The Company does not expect any further costs under the Active Sports Restructuring beyond insignificant lease costs of less than $0.2 million per year.

See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

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

During 2023, we experienced a decrease in gross margin for new and used vehicles compared to 2022.

However, 2023 new vehicle gross margins were higher than the pre-COVID-19 pandemic periods of 2016 to 2019, which we believe are more typical demand environments than during the COVID-19 pandemic.

During 2023, as the procurement prices of model year 2024 new vehicles declined compared to model years 2022 and 2023, we actively discounted certain used vehicles to reduce inventory levels of aged used vehicles.

This discounting had a negative impact on used vehicle gross margins during 2023.

Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in 2023 compared to the pre-COVID-19 pandemic periods of 2016 to 2019.

We are continuing to execute on our used vehicle strategy, which differentiates us from the competition with proprietary tools, such as the RV Valuator, a focus on the development and retention of our service technician team, and investment in our service bay infrastructure.

The following table presents vehicle gross margin and unit sale mix for the year ended December 31, 2023 and pre-COVID-19 pandemic periods of the years ended December 31, 2019, 2018, 2017, and 2016:

Year Ended December 31,

Gross margin:

Used vehicles

Unit sales mix:

Used vehicles

(1) These periods were prior to the COVID-19 Pandemic.

Our Corporate Structure Impact on Income Taxes

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CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S.

federal and most applicable state and local income tax purposes and, as such is generally not subject to any

federal and most applicable state and local income tax purposes and, as such is generally not subject to any U.S.

federal entity-level income taxes (“Pass-Through”), with the exception of Americas Road and Travel Club, Inc.

and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are C-Corps embedded within the CWGS, LLC structure.

and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are active C-Corps embedded within the CWGS, LLC structure.

As discussed below, prior to 2023, Camping World, Inc.

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By January 2, 2023, the “LLC Conversion” (see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) was completed.

We expect that, beginning with the year ended December 31, 2023, the LLC Conversion will allow certain losses that previously would have been confined within the C-Corp portion of CWGS, LLC to instead offset a portion of income generated by the Pass-Through portion of CWGS, LLC, which would reduce the amount of income tax expense recorded by CWH.

The LLC Conversion is also expected to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ended December 31, 2023.

Beginning with the year ended December 31, 2024, the LLC Conversion has allowed and we expect will continue to allow certain losses that previously would have been confined within the C-Corp portion of CWGS, LLC to instead offset a portion of income generated by the Pass-Through portion of CWGS, LLC, which reduces the amount of income tax expense recorded by CWH.

The LLC Conversion has and we expect will continue to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ended December 31, 2023.

CWH receives an allocation of its share of the net income of CWGS, LLC based on CWH’s weighted-average ownership of CWGS, LLC for the period.

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The income tax relating to the net income of CWGS, LLC allocated to CWH that relates to separately taxed C-Corp entities is recorded within the consolidated results of CWGS, LLC.

No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interest other than income tax expense recorded by CWGS, LLC.

No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interests other than income tax expense recorded by CWGS, LLC.

Rather, tax distributions are paid to the non-controlling interest holders, which are recorded as distributions to holders of LLC common units in the consolidated statements of cash flows.

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federal, state and local income taxes with respect to its allocable share of any taxable income of CWGS, LLC and is taxed at the prevailing corporate tax rates.

For the years ended December 31, 2023, 2022 and 2021, the Company used effective income tax rate assumptions between 25.0% and 25.5%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc.

For the years ended December 31, 2024, 2023 and 2022, the Company used blended statutory tax rate assumptions between 25.0% and 25.4%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc.

— basic and diluted (see “Non-GAAP Financial Measures” in Part II, Item 7 of this Form 10-K).

CWGS, LLC may be liable for various other state and local taxes.

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

The following table presents the allocation of CWGS, LLC’s C-Corp and Pass-Through net income to CWH, the allocation of CWGS, LLC’s net (loss) income to non-controlling interests, income tax benefit (expense) recognized by CWH, and other items:

Year Ended December 31,

($ in thousands)

C-Corp portion of CWGS, LLC net income (loss) allocated to CWH

Pass-Through portion of CWGS, LLC net income allocated to CWH

CWGS, LLC net income allocated to CWH

CWGS, LLC net income allocated to noncontrolling interests

CWGS, LLC net income

C-Corp portion of CWGS, LLC net income allocated to CWH

Pass-Through portion of CWGS, LLC net (loss) income allocated to CWH

CWGS, LLC net (loss) income allocated to CWH

CWGS, LLC net (loss) income allocated to noncontrolling interests

CWGS, LLC net (loss) income

Tax Receivable Agreement liability adjustment

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Other incremental CWH net income

Net (loss) income

The following table presents further information on income tax benefit (expense):

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Income tax benefit (expense) recorded by CWH (1)

Income tax (expense) benefit recorded by CWGS, LLC (2)

Income tax expense recorded by CWGS, LLC (2)

Income tax benefit (expense)

During the year ended December 31, 2024, this amount included $11.4 million of income tax benefit related to federal net operating losses and $5.5 million related to state net operating losses.

During the year ended December 31, 2023, this amount included $3.1 million of net income tax benefit related to the LLC Conversion and the realization of a portion of outside basis in CWGS, LLC, which previously had a valuation allowance.

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This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

During the years ended December 31, 2023 and 2022, the Company recorded $15.3 million of income tax benefit and $12.5 million of income tax expense, respectively, related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC.

See Note 1 – Summary of Significant Accounting Policies – Revisions to Prior Period Consolidated Financial Statements and Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

During the year ended December 31, 2023, this amount included $2.9 million of income tax benefit related to CW state unitary net operating losses.

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This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance.

Additionally, during the year ended December 31, 2021, this amount included benefits to income tax of $15.2 million for the release of valuation allowance at CW, which, in 2021 and 2022 prior to the LLC Conversion, became available to offset state combined income in certain unitary states due to the Company’s increased ownership in CWGS, LLC.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

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Operating expenses:

Depreciation and amortization

Long-lived asset impairment

Lease termination

Loss (gain) on sale or disposal of assets

Total operating expenses

Income from operations

Other expense

Floor plan interest expense

Other interest expense, net

Tax Receivable Agreement liability adjustment

Other expense, net

Total other expense

(Loss) income before income taxes

Income tax benefit

Net (loss) income

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Camping World Holdings, Inc.

n/m- not meaningful

Supplemental Data

Year Ended December 31,

Used vehicles

Average selling price

Used vehicles

Same store unit sales (1)

Used vehicles

Same store revenue (1) ($ in 000s)

Used vehicles

Products, service and other

Finance and insurance, net

Average gross profit per unit

Used vehicles

Finance and insurance, net per vehicle unit

Total vehicle front-end yield (2)

Good Sam Services and Plans

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Subtotal RV and Outdoor Retail

Total gross margin

Retail locations

RV dealerships

RV service & retail centers

RV and Outdoor Retail inventories ($ in 000s)

Used vehicles

Products, parts, accessories and misc.

Total RV and Outdoor Retail inventories

Vehicle inventory per location ($ in 000s)

New vehicle inventory per dealer location

Used vehicle inventory per dealer location

Vehicle inventory turnover (3)

New vehicle inventory turnover

Used vehicle inventory turnover

Active Customers (4)

Good Sam Club members (5)

Service bays (6)

Finance and insurance gross profit as a % of total vehicle revenue

Same store locations

unch -unchanged

bps- basis points

n/a- not applicable

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

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

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

(5) Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits.

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

Revenue and Gross Profit

Good Sam Services and Plans

Good Sam Services and Plans revenue increased slightly as increased contracts in force for our Good Sam Insurance Agency programs and the introduction of our new tire rescue roadside assistance program were partially offset by reduced contracts in force for our traditional roadside assistance programs.

Good Sam Services and Plans gross profit and gross margin decreased primarily due to the nonrecurrence in 2024 of $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023, incremental roadside assistance claims costs in 2024 and reduced policies in force for our roadside assistance programs, partially offset by increased contracts in force for our Good Sam Insurance Agency programs.

RV and Outdoor Retail

New vehicles revenue increased primarily due to a 20.0% increase in the number of new vehicles sold, partially offset by an 8.6% decrease in the average selling price per new vehicle sold driven primarily by the lower cost of 2024 model year travel trailers and discounting of pre-2024 model year new vehicles.

On a same store basis, new vehicles revenue increased 4.9% to $2.5 billion with an increase in the number of new vehicles sold of 15.0%, which was partially offset by an 8.8% decrease in the average selling price per new vehicle sold (see Industry Trends above in Item 7 of Part II of this Form 10-K for further discussion of new vehicle average selling prices and cost).

New vehicles gross profit increased primarily due to the increase in new vehicles sold, partially offset by the lower gross profit per new vehicle.

The lower gross profit per new vehicle and 112 basis point decrease in new vehicle gross margin was driven by the 8.6% decrease in average selling price per new vehicle sold, which was mostly offset by a 7.4% decrease in average cost per new vehicle sold resulting primarily from the lower cost 2024 model year travel trailers.

Used vehicles

Used vehicles revenue decreased primarily due to a 10.2% reduction in the number of used vehicles sold and a 9.2% decrease in the average selling price per used vehicle sold.

The decrease in used vehicles sold was due in large part to slowed procurement of used vehicles.

This reduced availability and decrease in average selling price of used vehicles were largely a byproduct of the lower cost and selling price of 2024 model year new vehicles, which impacted used vehicles as discussed in “Industry Trends” above.

On a same store

basis, used vehicles revenue decreased 22.8% to $1.4 billion, resulting from a 14.6% decrease in used vehicles sold and a 9.6% decrease in average sales price per used vehicle sold.

Used vehicles gross profit decreased primarily due to the decrease in used vehicles sold and the lower gross profit per used vehicle sold.

The lower gross profit per used vehicle and a 209 basis point decrease in used vehicle gross margin was driven by the 9.2% decrease in average selling price per used vehicle sold, partially offset by the 6.8% decrease in average cost per used vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to a reduction in sales activity resulting from our Active Sports Restructuring, the divestiture of our RV furniture business, and fewer used vehicles sold leading to a decline in retail product attachment to vehicle sales, as used vehicles experience higher retail product attachment than new vehicles.

This revenue decrease was partially offset by increases in RV service revenue.

On a same store basis, products, service and other revenue decreased 4.0% to $648.2 million.

Products, service and other gross profit increased primarily due to higher labor billing rates and billable hours.

The increase in products, service and other gross margin was primarily due to higher labor billing rates resulting from increased demand and increased technician wages, a higher proportion of billable labor, product discounting associated with restructuring of our Active Sports business in 2023, and margin improvement associated with the sale of our RV furniture business in the second quarter of 2024.

Finance and insurance, net

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged.

Finance and insurance, net revenue increased $37.5 million, which was primarily a result of an increased number of contracts sold from the increased vehicles sold.

Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 13.5%, an increase from 12.3%.

On a same store basis, finance and insurance, net revenue increased 1.2%.

Good Sam Club

Good Sam Club revenue increased mostly due to an additional $2.8 million of favorable adjustments to our loyalty point liability from changes in our estimates of breakage and point value, an additional $1.7 million of revenue from enhancements to the co-branded credit card program in late 2023 to incorporate our loyalty points program into the credit card rewards, and an increased rate per annual membership, partially offset by a decrease in Good Sam Club enrollment, excluding free basic plan members.

The decrease in Good Sam Club members resulted from an increase in the standard membership price and the introduction of the free basic plan in late 2023 that provides for limited participation in the loyalty point program without access to the remaining member benefits.

Operating Expenses and Other

SG&A increased primarily due to $29.4 million of additional advertising expenses, and $7.3 million of additional employee compensation costs, consisting of a $9.3 million increase in employee cash compensation expenses partially offset by a $2.0 million decrease in SBC expenses.

Depreciation and amortization

Depreciation and amortization increased primarily from $7.9 million of additional amortization of finance lease assets that included the conversion of six property operating leases to finance leases.

The remaining

increase was primarily from additional depreciation on property and equipment for new store locations added in 2024 and late 2023.

Long-lived asset impairment

As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $15.1 million of long-lived asset impairments in 2024, relating to operating lease assets, leasehold improvements, and buildings and improvements.

We recognized $9.3 million of long-lived asset impairments in 2023, of which $6.6 million related to the 2023 Active Sports Restructuring.

Lease Termination

We recognized a $2.3 million gain from lease terminations in 2024, which represented $6.8 million from the derecognition of the operating lease assets and liabilities and other lease costs relating to the terminated leases, partially offset by $4.5 million of cash payments to terminate those leases.

Loss (gain) on sale or disposal of assets

The increased loss on sale or disposal of assets in 2024 was driven primarily by the divestiture of our RV furniture business that resulted in a loss of $7.1 million (see Note 6 – Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Additionally, the gain on sale or disposal of assets in 2023 related primarily to the sale of properties.

Floor plan interest expense

The significant increase in floor plan interest expense was primarily due to increased average floor plan balances and a 60 basis point increase in the average floor plan borrowing rate.

The average interest rates for the Floor Plan Facility for the years ended December 31, 2024 and 2023 were 7.63% and 7.03%, respectively.

Other interest expense, net

Other interest expense, net increased primarily due to a higher average principal balance from increased borrowings with higher average interest rates on the Company’s Real Estate Facilities, and a 20 basis point increase in the Term Loan Facility average interest rate (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

The average interest rate for the Term Loan Facility for the years ended December 31, 2024 and 2023 was 7.80% and 7.60%, respectively.

The average interest rate on the M&T Real Estate Facility for years ended December 31, 2024 and 2023 was 7.45% and 7.10%, respectively

Other expense, net

Other expense, net primarily represents loss and impairment on investments in equity securities which included impairment on investments in equity securities of $0.9 million and $1.3 million in 2024 and 2023, respectively.

Tax Receivable Agreement Liability adjustment

The Tax Receivable Agreement Liability adjustment for 2023 consisted of a $2.4 million benefit, related to a remeasurement from changes in blended state income tax rates.

Income tax benefit

Income tax benefit increased primarily due to the reduction in earnings generated from CWGS, LLC for which the Company is subject to U.S.

federal and state taxes on its allocable share and changes in deferred tax assets, net of valuation allowance.

Segment Results

The following tables set forth information comparing select components of Segment Adjusted EBITDA for the years ended December 31, 2024 and 2023 (see Note 23 — Segment Information of our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information on our segments).

Year Ended December 31,

(Unfavorable)

($ in thousands)

Good Sam Services and Plans:

External revenue

Intersegment revenue (1)

Total revenue before intersegment eliminations

Segment expenses:

Adjusted costs applicable to revenue (2)

Intersegment costs applicable to revenue (3)

Adjusted selling, general and administrative (4)

Segment Adjusted EBITDA

RV and Outdoor Retail:

External revenue

Intersegment revenue (1)

Total revenue before intersegment eliminations

Segment expenses:

Adjusted costs applicable to revenue (2)

Intersegment costs applicable to revenue (3)

Adjusted selling, general and administrative (4)

Floor plan interest expense

Other segment items (5)

Segment Adjusted EBITDA

n/m – not meaningful

(1) Intersegment revenue consist of segment revenue that is eliminated in our consolidated statements of operations.

(2) Adjusted costs applicable to revenue excludes stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue.

(3) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations.

(4) Adjusted selling, general, and administrative expenses excludes stock-based compensation expense, restructuring costs, and intersegment operating expenses.

(5) Other segment items include (i) intersegment operating expenses, which are eliminated in our consolidated statements of operations, and (ii) other expense, net excluding loss and/or impairment on investments in equity securities.

Good Sam Services and Plans Segment

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans.

Adjusted costs applicable to revenues increased primarily from the nonrecurrence in 2024 of the $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and incremental roadside assistance claims costs in 2024.

Adjusted selling, general and administrative expense increased primarily from $2.6 million of additional employee cash compensation expense.

The Good Sam Services and Plans Segment Adjusted EBITDA decrease was driven primarily by the increases to adjusted costs applicable to revenue and adjusted selling, general and administrative expense discussed above.

Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the decrease in Segment Adjusted EBITDA.

RV and Outdoor Retail Segment

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for RV and Outdoor Retail and “Floor plan interest expense” section above for a discussion of the increase in floor plan interest expense.

Adjusted costs applicable to revenue decreased from (i) lower total vehicle costs of $14.7 million driven by 5.3% lower cost per total vehicle units, which was partially offset by 5.2% higher total unit sales, and (ii) lower products, service and other costs applicable to revenue from the decrease in revenue, additional costs applicable to revenue in 2023 from the discounting associated with restructuring of our Active Sports business in 2023, and the sale of our RV furniture business in the second quarter of 2024.

Adjusted selling, general and administrative expense increased primarily from $28.9 million of additional advertising expenses.

The RV and Outdoor Retail Segment Adjusted EBITDA decreased from the reductions in revenue and increases in segment expenses discussed above.

Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease in Segment Adjusted EBITDA.

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

The following tables set forth information comparing the components of net income for the years ended December 31, 2023 and 2022.

December 31, 2023

December 31, 2022

Favorable/ (Unfavorable)

($ in thousands)

Good Sam Services and Plans

RV and Outdoor Retail:

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Total revenue

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

Good Sam Services and Plans

RV and Outdoor Retail:

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Total gross profit

Operating expenses:

Selling, general and administrative expenses

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Net income attributable to Camping World Holdings, Inc.

nm- not meaningful

n/m- not meaningful

Supplemental Data

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Total gross margin

Retail locations

RV dealerships

RV service & retail centers

Other retail stores

RV and Outdoor Retail inventories ($ in 000s)

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Used vehicle inventory turnover

Retail locations

RV dealerships

RV service & retail centers

Other retail stores

Active Customers (4)

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Same store locations

unch -unchanged

bps- basis points

n/a- not applicable

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

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

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Good Sam Services and Plans

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

Good Sam Services and Plans gross profit and gross margin increased primarily due to a nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in the current year and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses.

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

Good Sam Services and Plans gross profit and gross margin increased primarily due to a nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses.

RV and Outdoor Retail

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Finance and Insurance, net

has been received or financing has been arranged.

Finance and insurance, net revenue decreased primarily due to the 5.1% decrease in total vehicles sold, and lower average sales prices, partially offset by $6.0 million of favorable adjustments to cancellation reserve assumptions.

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Selling, general and administrative expenses decreased primarily due to approximately $49.2 million of reduced advertising expenses, $35.1 million of reduced commissions costs, and $10.0 million of reduced equity-based compensation, partially offset by increased facility costs related to the net six additional store locations added during the year ended December 31, 2023.

Equity-based compensation expenses decreased $10.0 million (See Note 21 — Equity-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) resulting primarily from (i) $2.7 million less expense, compared to 2022, related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 and 2023 compared to any of the years from 2017 to 2021.

Equity-based compensation expenses decreased $10.0 million (See Note 21 — Stock-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) resulting primarily from (i) $2.7 million less expense, compared to 2022, related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 and 2023 compared to any of the years from 2017 to 2021.

Depreciation and amortization

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Other interest expense, net

Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company’s Real Estate Facilities (see Note 10 – Long-Term Debt to our condensed consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company’s Real Estate Facilities (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

The average interest rates for the Term Loan Facility for the years ended December 31, 2023 and 2022 were 7.60% and 4.31%, respectively.

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Income tax expense decreased primarily due to lower income generated from CWGS, LLC for which the Company is subject to U.S.

federal and state taxes on its allocable share and changes in deferred tax assets, net of valuation allowance as a result of the LLC Conversion and certain entity classification elections in 2023.

Income tax increased primarily due to a $28.4 million decrease in deferred tax assets, net of release of valuation allowance, as a result of the LLC Conversion recorded in 2022.

Additionally, income tax expense for 2021 included benefits to income tax of $4.1 million for the revaluation of deferred tax assets as a result of increased state tax rates and $15.2 million for the release of valuation allowance at CW, which, in 2021 and 2022 prior to the LLC Conversion, became available to offset state combined income in certain unitary states due to the Company’s increased ownership in CWGS, LLC.

The valuation allowance release during 2021 was attributable to the change in the entities within state combined filing groups due to unitary relationships, which provided additional taxable income sources to utilize CW’s deferred tax assets.

CWH’s increased ownership in CWGS, LLC and other qualitative unity factors impacted the unitary relationships.

The impact of these changes in deferred tax assets on income tax expense in 2022 and 2021 was partially offset by a decrease in income tax expense due to lower income generated during 2022.

federal and state taxes on its allocable share in 2023 and 2022.

Income tax expense decreased from changes in deferred tax assets, net of valuation allowance as a result of the LLC Conversion and certain entity classification elections in 2023.

Income tax recorded in 2022 included a $28.4 million decrease in deferred tax assets, net of release of valuation allowance, as a result of the LLC Conversion recorded in 2022.

Additionally, during the years ended December 31, 2023 and 2022, the Company recorded $15.3 million of income tax benefit and $12.5 million of income tax expense, respectively, related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC.

Segment Results

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

The following tables set forth information comparing select components of Segment Adjusted EBITDA for the years ended December 31, 2023 and 2022 (see Note 23 — Segment Information of our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information on our segments).

Fiscal Year Ended

December 31, 2023

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Good Sam Services and Plans:

RV and Outdoor Retail

Elimination of intersegment revenue

Total consolidated revenue

Segment income (1) :

Good Sam Services and Plans

External revenue

Intersegment revenue (1)

Total revenue before intersegment eliminations

Segment expenses:

Adjusted costs applicable to revenue (2)

Intersegment costs applicable to revenue (3)

Adjusted selling, general and administrative (4)

Segment Adjusted EBITDA

RV and Outdoor Retail:

Total segment income

Corporate & other

Depreciation and amortization

Other interest expense, net

Tax Receivable Agreement liability adjustment

Other expense, net

Income before income taxes

Same store revenue- RV and Outdoor Retail (2)

nm – not meaningful

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

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

Good Sam Services and Plans

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

Good Sam Services and Plans segment income and segment income margin increased primarily due to a nonrecurring $5.5 million savings from finalizing contract negotiations to exit an arrangement with a service partner in the current year and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses.

Segment income margin increased 762 basis points to 54.8%.

External revenue

Intersegment revenue (1)

Total revenue before intersegment eliminations

Segment expenses:

Adjusted costs applicable to revenue (2)

Intersegment costs applicable to revenue (3)

Adjusted selling, general and administrative (4)

Floor plan interest expense

Other segment items (5)

Segment Adjusted EBITDA

n/m – not meaningful

(3) Intersegment revenue consist of segment revenue that is eliminated in our consolidated statements of operations.

(4) Adjusted costs applicable to revenue excludes stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue.

(6) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations.

(7) Adjusted selling, general, and administrative expenses excludes stock-based compensation expense, restructuring costs, and intersegment operating expenses.

(8) Other segment items include (i) intersegment operating expenses, which are eliminated in our consolidated statements of operations, and (ii) other expense, net excluding loss and/or impairment on investments in equity securities.

Good Sam Services and Plans Segment

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans.

Adjusted costs applicable to revenues decreased primarily from the nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and our efforts to reduce expenses.

Adjusted selling, general and administrative expense decreased primarily from $1.3 million of reduced employee cash compensation expense.

The Good Sam Services and Plans Segment Adjusted EBITDA increase was driven primarily by the decrease to adjusted costs applicable to revenue and adjusted selling, general and administrative expense and increase to external revenue discussed above.

Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the increase in Segment Adjusted EBITDA.

RV and Outdoor Retail Segment

RV and Outdoor Retail segment revenue decreased primarily due to a $652.8 million, or 20.2%, decrease in new vehicles revenue, a $129.5 million, or 12.9%, decrease in products, service and other revenue, a $76.5 million, or 11.9%, decrease in finance and insurance, net revenue, and a $2.0 million, or 4.3%, decrease in Good Sam Club revenue, partially offset by a $102.4 million, or 5.4%, increase in used vehicles revenue.

RV and Outdoor Retail segment income decreased primarily due to a 5.1% reduction in total vehicles sold, and decreased segment gross profit of $395.6 million, relating to reduced vehicles sold, which also tends to result in a correlating decrease in finance and insurance, net revenue, and reduced sales price per vehicle sold, a $41.0 million increase in floor plan interest expense, a $5.0 million increase in long-lived asset impairment, partially offset by a $65.2 million decrease in selling, general and administrative expenses (see discussion of selling, general and administrative expenses above for the similar drivers of this change), a $5.8

million increase in gain on sale or disposal of assets, and a $1.7 million decrease in lease termination expense,.

RV and Outdoor Retail segment income margin decreased to 2.6% in the year ended December 31, 2023 from 7.8% in the year ended December 31, 2022 primarily due to reduced average sales prices and increased average costs per vehicle sold for the year ended December 31, 2023 versus the comparable period in 2022.

Corporate and other expenses

The increase in corporate and other expenses was primarily due to increased professional fees.

Adjusted costs applicable to revenue decreased from (i) lower total vehicle costs of $244.3 million driven by 5.1% lower total unit sales and 1.1% lower cost per total vehicle units, and (ii) lower products, service and other costs applicable to revenue primarily from the decrease in revenue discussed above.

Adjusted selling, general and administrative expense decreased primarily due to approximately $48.9 million of reduced advertising expenses and $35.1 million of reduced commissions costs, partially offset by increased facility costs related to the net six additional store locations added during the year ended December 31, 2023.

The RV and Outdoor Retail Segment Adjusted EBITDA decreased from the reductions in revenue, which was partially offset by the decreases in segment expenses discussed above.

Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease in Segment Adjusted EBITDA.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures:

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc.

– Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc.

– Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures").

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Diluted, Adjusted (Loss) Earnings Per Share – Basic, Adjusted (Loss) Earnings Per Share – Diluted, and SG&A Excluding SBC (collectively the "Non-GAAP Financial Measures").

We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making.

These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives and for planning purposes.

Certain of these Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives, and for planning purposes.

By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

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

For periods beginning after December 31, 2022, we are no longer including the other associated costs category of expenses relating to the 2019 Strategic Shift as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods.

For a discussion of the 2019 Strategic Shift, see Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

For periods beginning after December 31, 2022 for the 2019 Strategic Shift and for periods beginning after December 31, 2023 for the Active Sports Restructuring, we are no longer including the other associated costs category of expenses relating to those restructuring activities as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods.

discussion of restructuring activities, see Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

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

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We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance.

These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of

assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on investments in equity securities, and other unusual or one-time items.

We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue.

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Management believes that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles Segment Adjusted EBITDA to consolidated Adjusted EBITDA:

Year Ended December 31,

($ in thousands)

Good Sam Services and Plans Segment Adjusted EBITDA

RV and Outdoor Retail Segment Adjusted EBITDA

Total Segment Adjusted EBITDA

Corporate and Other Adjusted EBITDA

Total Adjusted EBITDA

The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures:

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EBITDA and Adjusted EBITDA:

Net (loss) income

Other interest expense, net

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Lease termination (b)

(Gain) loss on sale or disposal of assets, net (c)

Equity-based compensation (d)

Loss (gain) on sale or disposal of assets, net (c)

Tax Receivable Agreement liability adjustment (e)

Restructuring costs (f)

Loss and impairment on investments in equity securities (g)

Loss and expense on debt restructure (h)

Loss and/or impairment on investments in equity securities (g)

Adjusted EBITDA

2 unchanged sentences

Adjusted EBITDA margin:

Net income margin

Net (loss) income margin

Other interest expense, net

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Lease termination (b)

(Gain) loss on sale or disposal of assets, net (c)

Equity-based compensation (d)

Loss (gain) on sale or disposal of assets, net (c)

Tax Receivable Agreement liability adjustment (e)

Restructuring costs (f)

Loss and impairment on investments in equity securities (g)

Loss and expense on debt restructure (h)

Loss and/or impairment on investments in equity securities (g)

Adjusted EBITDA margin

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See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(b) Represents the loss on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

(b) Represents the gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

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

(e) Represents an adjustment to eliminate the losses and gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

(d) Represents noncash SBC expense relating to employees, directors, and consultants of the Company.

(e) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(f) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods ended on or before December 31, 2022.

(f) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022.

These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs.

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See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(g) Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.

(g) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.

Amounts relating to periods prior to 2023 were not significant.

These amounts are included in other expense, net in the consolidated statements of operations.

During the year ended December 31, 2023, this amount included a $1.3 million impairment on an equity method investment.

(h) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $12.1 million in legal and other expenses related to the New Term Loan Facility in 2021.

Adjusted Net Income Attributable to Camping World Holdings, Inc.

and Adjusted Earnings Per Share

We define “Adjusted Net Income Attributable to Camping World Holdings, Inc.

During the years ended December 31, 2024 and 2023, these amounts included a $0.9 million and a $1.3 million impairment on investments in equity securities, respectively.

Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

and Adjusted (Loss) Earnings Per Share

We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Basic” as net income attributable to Camping World Holdings, Inc.

adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance.

These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, and the effect of net income attributable to non-controlling interests from these adjustments.

We define “Adjusted Net Income Attributable to Camping World Holdings, Inc.

– Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc.

adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance.

These items include, among other things, long-lived asset impairment, lease termination, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, and the effect of net income attributable to non-controlling interests from these adjustments.

We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.

We define “Adjusted Earnings Per Share – Basic” as Adjusted Net Income Attributable to Camping World Holdings, Inc.

We define “Adjusted (Loss) Earnings Per Share – Basic” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

- Basic divided by the weighted-average shares of Class A common stock outstanding.

We define “Adjusted Earnings Per Share – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc.

We define “Adjusted (Loss) Earnings Per Share – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any.

We present Adjusted Net Income Attributable to Camping World Holdings, Inc.

– Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc.

– Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc.

– Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc.

– Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure:

We present Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

– Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure:

Year Ended December 31,

(In thousands except per share amounts)

Net income attributable to Camping World Holdings, Inc.

Net (loss) income attributable to Camping World Holdings, Inc.

Adjustments related to basic calculation:

Loss and expense on debt restructure (a):

Gross adjustment

Income tax expense for above adjustment (b)

Long-lived asset impairment (c):

Long-lived asset impairment (a):

Gross adjustment

Income tax expense for above adjustment (b)

Lease termination (d):

Lease termination (c):

Gross adjustment

Income tax benefit (expense) for above adjustment (b)

(Gain) loss on sale or disposal of assets (e):

Income tax benefit for above adjustment (b)

Loss (gain) on sale or disposal of assets (d):

Gross adjustment

Income tax benefit (expense) for above adjustment (b)

Equity-based compensation (f):

Income tax (expense) benefit for above adjustment (b)

Gross adjustment

Income tax expense for above adjustment (b)

Tax Receivable Agreement liability adjustment (g):

Tax Receivable Agreement liability adjustment (f):

Gross adjustment

Income tax benefit (expense) for above adjustment (b)

Restructuring costs (h):

Income tax benefit for above adjustment (b)

Restructuring costs (g):

Gross adjustment

Income tax expense for above adjustment (b)

Loss and impairment on investments in equity securities (i):

Loss and/or impairment on investments in equity securities (h):

Gross adjustment

Income tax expense for above adjustment (b)

Income tax (benefit) expense impact from LLC Conversion (j):

Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (k)

Adjusted net income attributable to Camping World Holdings, Inc.

Income tax benefit impact from LLC Conversion (i):

Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (j)

Adjusted net (loss) income attributable to Camping World Holdings, Inc.

Adjustments related to diluted calculation:

Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l)

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (m)

Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l)

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (m)

Assumed income tax expense of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (n)

Adjusted net income attributable to Camping World Holdings, Inc.

Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k)

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l)

Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k)

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l)

Adjusted net (loss) income attributable to Camping World Holdings, Inc.

Year Ended December 31,

(In thousands except per share amounts)

Weighted-average Class A common shares outstanding – basic

Adjustments related to diluted calculation:

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (o)

Dilutive options to purchase Class A common stock (o)

Dilutive restricted stock units (o)

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (m)

Dilutive options to purchase Class A common stock (m)

Dilutive restricted stock units (m)

Adjusted weighted average Class A common shares outstanding – diluted

Adjusted earnings per share - basic

Adjusted earnings per share - diluted

Year Ended December 31,

(In thousands except per share amounts)

Anti-dilutive amounts (p):

Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l)

Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (m)

Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (n)

Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (p)

Adjusted (loss) earnings per share - basic

Adjusted (loss) earnings per share - diluted

Anti-dilutive amounts (n):

Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k)

Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l)

Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n)

Anti-dilutive options to purchase Class A common stock (n)

Anti-dilutive restricted stock units (n)

Reconciliation of per share amounts:

Earnings per share of Class A common stock — basic

Non-GAAP Adjustments (q)

Adjusted earnings per share - basic

Earnings per share of Class A common stock — diluted

Non-GAAP Adjustments (q)

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (r)

Dilutive options to purchase Class A common stock and/or restricted stock units (r)

Adjusted earnings per share - diluted

(a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $12.1 million in legal and other expenses related to the New Term Loan Facility.

(b) Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized.

This assumption uses effective tax rates between 25.0% and 25.5% for the adjustments for 2023, 2022 and 2021, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(Loss) earnings per share of Class A common stock — basic

Non-GAAP Adjustments (p)

Adjusted (loss) earnings per share - basic

(Loss) earnings per share of Class A common stock — diluted

Non-GAAP Adjustments (p)

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (q)

Dilutive options to purchase Class A common stock and/or restricted stock units (q)

Adjusted (loss) earnings per share - diluted

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(d) Represents the loss on termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

(b) Represents the current and deferred income tax expense or benefit effect of the above adjustments.

This assumption uses blended statutory tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2022, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c) Represents the gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(e) Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets.

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

(g) Represents an adjustment to eliminate the losses and gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended income tax rate.

(d) Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets.

(e) Represents noncash SBC expense relating to employees, directors, and consultants of the Company.

(f) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(h) Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022.

(g) Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022.

These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs.

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See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(i) Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.

(h) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.

Amounts relating to periods prior to 2023 were not significant.

These amounts are included in other expense, net in the consolidated statements of operations.

During the year ended December 31, 2023, this amount included a $1.3 million impairment on an equity method investment.

(j) Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance.

During the years ended December

31, 2024 and 2023, these amounts included a $0.9 million and a $1.3 million impairment on investments in equity securities, respectively.

(i) Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(k) Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC.

(j) Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC.

This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 45.5%, 47.3% and 49.8% for the years ended December 31, 2024, 2023 and 2022, respectively.

(l) Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(m) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests.

(k) Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(l) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests.

This assumption uses effective tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2022.

(n) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-Corps that under the Company’s equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries of CWGS, LLC.

However, for the year ended December 31, 2021, this adjustment included the reversal of $15.2 million benefit from changes in the valuation allowance for CW.

Subsequent to the redemption of all common units in CWGS, LLC and prior to the LLC Conversion, the Company believes certain actions could be taken such that the C-Corps’ losses could offset income of other consolidated subsidiaries.

(m) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

(n) The below amounts have not been considered in our adjusted (loss) earnings per share – diluted amounts as the effect of these items are anti-dilutive.

(o) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-Corps that under the Company’s equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries.

The adjustment reflects the income tax benefit assuming effective tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2021 for the losses experienced by the consolidated C-Corps for which valuation allowances have been recorded.

No assumed release of valuation allowance established for previous periods were included in these amounts.

The $15.2 million release of valuation allowance during the year ended December 31, 2021 was considered to be reversed and excluded from adjusted net income attributable to Camping World Holdings, Inc.

– diluted for purposes of this calculation .

Beginning in 2023, these C-Corp losses offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(o) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

(p) The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.

(q) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (k) above).

(r) Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP earnings per share calculations.

(p) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (j) above).

(q) Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP (loss) earnings per share calculations.

As discussed under “Our Corporate Structure Impact on Income Taxes” in Part II, Item 7 of this Form 10-K, our “Up-C” corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure.

There can be a significant fluctuation in the numerator and denominator for the calculation of our adjusted earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period.

To improve comparability of our financial results, users of our financial statements may find it useful to review our earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive.

The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (p) above).

To improve comparability of our financial results, users of our financial statements may find it useful to review our (loss) earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive.

The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (n) above).

SG&A Excluding SBC

We define “SG&A Excluding SBC” as SG&A before SBC relating to SG&A.

We caution investors that amounts presented in accordance with our definition of SG&A Excluding SBC may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate SG&A Excluding SBC in the same manner.

We present SG&A Excluding SBC because we believe that investors’ understanding of our performance and drivers of our other Non-GAAP Financial Measures, such as Adjusted EBITDA, is enhanced by including this Non-GAAP Financial Measure.

We believe it provides a reasonable basis for comparing our ongoing results of operations.

The following table reconciles SG&A Excluding SBC to the most directly comparable GAAP financial performance measure:

Year Ended December 31,

($ in thousands)

SG&A Excluding SBC:

As a percentage of gross profit

Liquidity and Capital Resources

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new store locations, the improvement and expansion of existing store locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs.

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new store locations, the improvement and expansion of existing store locations, debt service, distributions/dividends to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs.

These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined in Part II, Item 8 of this Form 10-K), borrowings under our Floor Plan Facility (as defined in Part II, Item 8 of this Form 10-K), and borrowings under our Real Estate Facilities (as defined in Part II, Item 8 of this Form 10-K).

Our additional liquidity needs are expected to include public company costs, payment of cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced as a result of the Tax Receivable Agreement.

The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding.

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Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P.

under the Tax Receivable Agreement will generally reduce

the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us;

under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us;

provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement.

For a discussion of the Tax Receivable Agreement, see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

November 2024 Public Offering

In November 2024, we completed a public offering (the “November 2024 Public Offering”) in which the Company sold 16,829,267 shares of our Class A common stock, including 2,195,121 under the exercised underwriter’s option, at a public offering price of $20.50 per share (or $19.81 per share after underwriting discounts and commissions).

We received $333.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 16,829,267 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions.

We incurred approximately $1.0 million of offering costs related to the November 2024 Public Offering and have used the net proceeds from the sale of common units to CWH for general corporate purposes, including strengthening the balance sheet, working capital for growth and pay down of debt.

Stock Repurchase Program

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Following these extensions, the stock repurchase program now expires on December 31, 2025.

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 the repurchase 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 our discretion, depending on market conditions and corporate needs.

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.

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We expect to fund the repurchases using cash on hand.

During the year ended December 31, 2023, we did not repurchase shares of Class A common stock.

During the year ended December 31, 2022, we repurchased 2,592,524 shares of our Class A common stock for $79.8 million, including broker commissions.

During the years ended December 31, 2024 and 2023, we did not repurchase shares of Class A common stock.

As of December 31, 2024, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock.

On May 24, 2023, in conjunction with the announcement of the declaration of the second quarter 2023 dividend to holders of Class A common stock, we announced that we had initiated an analysis of our capital allocation strategy as part of our commitment to driving long-term growth and maintaining a competitive dividend.

After completing the capital allocation strategy analysis during July 2023, we announced on August 1, 2023, that the Board of Directors approved a decrease of the quarterly cash dividend to $0.125 per share of Class A common stock from $0.625 per share, beginning with the quarterly cash dividend to be paid in September 2023.

The quarterly cash dividends paid in September and December of 2023 were funded entirely from the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), with no portion funded by common unit cash distributions from CWGS, LLC.

We believe that this decrease in the quarterly cash dividend will help us utilize that capital to continue to execute our expansion plans through accretive RV dealership acquisitions.

For each of the quarters from the three months ended March 31, 2022 to the three months ended June 30, 2023, we paid a quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remaining $0.475 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution.

Since December 2016, we have paid a quarterly cash dividend to holders of Class A common stock.

Since September 2023, the quarterly cash dividend has been $0.125 per share of Class A common stock that was funded entirely from the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), with no portion funded by other common unit cash distributions from CWGS, LLC.

Since CWGS, LLC has not funded these recent quarterly cash dividends with dividend distributions outside of required tax distributions, we believe that this will help us utilize our capital to continue to execute our expansion plans through accretive RV dealership acquisitions.

During the first half of 2023, we paid a quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remaining $0.475 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution.

Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.

Our dividend policy has certain risks and limitations particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all.

the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of this Form 10-K.

See “Dividend Policy” included in Part II, Item 5 of this Form 10-K and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of this Form 10-K.

Acquisitions and Capital Expenditures

During the year ended December 31, 2024, the RV and Outdoor Retail segment purchased real property for an aggregate purchase price of $9.6 million.

Over the next twelve months, our expansion of dealerships through acquisition and construction is expected to cost between $71.5 million and $114.9 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements.

In November 2024, we entered into an agreement with Lazydays Holdings, Inc.

(“Lazydays”) to acquire the assets and certain real estate of seven RV dealerships from Lazydays, which is expected to close in the first quarter of 2025.

In November 2024, we paid a $10.0 million deposit to Lazydays that is expected to convert to 9.7 million shares of Lazydays common stock upon closing of the transaction.

During the first quarter of 2025, the net cash to be paid for the acquisition of RV dealerships and real estate from Lazydays is expected to be an additional $10.0 million to $15.0 million, which is net of $65.0 million to $80.0 million of floor plan financing of inventory and $40.0 million to $50.0 million of related real estate.

We intend to pursue sale-leaseback arrangements with third parties for the related real estate, subject to mutually agreeable terms.

Over the next twelve months, in addition to the Lazydays acquisition discussed above, our expansion of existing and new dealerships through construction and acquisition is expected to cost between $53.0 million and $91.0 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements.

Included in this range is $6.7 million related to business acquisitions where, at a minimum, we have already signed a letter of intent with the seller.

These cost estimates exclude amounts for acquired inventories, which are primarily financed through our Floor Plan Facility.

These cost estimates exclude amounts for

acquired inventories, which are primarily financed through our Floor Plan Facility.

Additionally, the cost estimates do not consider potential funding received through sale leaseback transactions or other means for real estate and construction activities.

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Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria;

continued strong cash flow generation from our operations to fund these acquisitions and new locations;

and availability of financing on our Floor Plan Facility.

We expect the additional cash requirements of the other announced initiatives to be immaterial.

continued strong cash flow generation to fund these acquisitions and new locations;

and availability of financing.

Tax Receivable Agreement Liability

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See Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

2019 Strategic Shift

In connection with the 2019 Strategic Shift during the year ended December 31, 2023, we incurred $4.0 million of other associated costs.

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

The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals.

We expect that 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.

For a discussion of the 2019 Strategic Shift and other restructuring activities, see Note 5 ─ Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

2019 Strategic Shift and Active Sports Restructuring

See “Restructuring” above for a summary of the ongoing cash requirements related to our restructuring activities.

Supplier Agreement

In connection with the divestiture of its RV furniture business (“CWDS”), we entered into a supplier agreement (“Supplier Agreement”) with the buyer that requires us to purchase an aggregate $250.0 million of product over the approximately 10-year term of the Supplier Agreement.

See Note 6 — Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of the divestiture of CWDS.

Other Cash Requirements or Commitments

Substantially all of our new RV inventory and, at times, certain of our used RV inventory is financed under our Floor Plan Facility (defined in Note 4 – Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

See “Summary of Credit Facilities, Other

Long-Term Debt, and Finance Lease Arrangements” for a summary of the cash requirements related to our indebtedness.

See “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” for a summary of the cash requirements related to our indebtedness.

See Note 11 ─ Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to operating and finance lease obligations.

See Note 14 — Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to service and marketing sponsorship agreements.

Sources of Liquidity and Capital

We believe that our sources of liquidity and capital including cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional store locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months.

However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities, will be sufficient to meet our future needs.

We believe that our sources of liquidity and capital including cash provided by operating activities, equity offerings and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional store locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months.

However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents, registered offerings of equity under our Registration Statement on Form S-3, or cash available under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities, will be sufficient to meet our future needs.

If we are unable to generate sufficient cash flows from operations in the future and if availability under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities is not sufficient, we may have to obtain additional financing.

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As of December 31, 2024 and 2023, we had working capital of $590.3 million and $401.3 million, respectively, including $208.4 million and $39.6 million, respectively, of cash and cash equivalents.

Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $92.4 million and $95.7 million as of December 31, 2023 and 2022, respectively.

Deferred revenue primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, and deferred revenue for the annual guide.

The increase in working capital and cash and cash equivalents was primarily from the remaining net proceeds from our public offering of Class A common stock in November 2024 (see “November 2024 Public Offering” above).

Within current liabilities, which are deducted from current assets to calculate our working capital, we had deferred revenues of $92.1 million and $92.4 million as of December 31, 2024 and 2023, respectively.

Deferred revenues primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, deferred revenues for the annual campground guide, and our Good Sam Club loyalty points liability.

We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs.

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We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business.

See Note 1 ─ Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K and “Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues” included in Part I, Item 1A of this Form 10-K.

See Note 1 ─ Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, Part I, Item 1 of this Form 10-K and “Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues” included in Part I, Item 1A of this Form 10-K.

The following table shows summary cash flow information for the years ended December 31, 2024, 2023, and 2022, respectively:

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Net cash used in investing activities

Net cash (used in) provided by financing activities

Net decrease in cash and cash equivalents

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Operating activities.

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Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various consumer services program costs.

Net cash provided by operating activities was $245.2 million for the year ended December 31, 2024, a decrease of $65.6 million from $310.8 million of net cash provided by operating activities for the year ended December 31, 2023.

The decrease was primarily due to a $131.8 million reduction in net income, a $25.9 million decrease in the working capital adjustment for prepaid expenses and other assets, a $9.2 million decrease in the working capital adjustment for accounts payable and accrued expenses, a $6.7 million increase in gain on lease termination, a $4.4 million decrease in noncash lease expense, and a $2.5 million decrease in stock-based compensation, partially offset by a $34.1 million increase in the working capital adjustment for accounts receivable and contracts in transit, a $27.1 million increase in the working capital adjustment for inventory, a $15.1 million increase in loss on sale or disposal of assets, a $12.5 million increase in depreciation and amortization, a $12.5 million increase in the working capital adjustment for other, net, a $5.8 million increase in long-lived asset impairment, and a $3.4 million increase in deferred revenues.

Net cash provided by operating activities was $310.8 million for the year ended December 31, 2023, an increase of $121.0 million from $189.8 million of net cash provided by operating activities for the year ended December 31, 2022.

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Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing store locations, information technology, hardware and software.

The expected capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2024 are discussed above.

As of December 31, 2023, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of $25.6 million.

There were no other material commitments for capital expenditure.

The expected minimum capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2025 are discussed above.

As of December 31, 2024, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of capital expenditures of $31.9 million.

There were no other material commitments for capital expenditures as of December 31, 2024.

Net cash used in investing activities was $88.2 million for the year ended December 31, 2024.

The $88.2 million of cash used in investing activities was comprised of $90.8 million of capital expenditures primarily related to retail locations, $72.3 million for the acquisition of RV dealerships and a tire delivery service business, net of cash acquired, $9.6 million for the purchase of real property, and $0.2 million for the purchase of intangible assets, partially offset by $58.2 million of proceeds from the sale of real property, $20.0 million in proceeds from the divestiture of a business, $4.0 million of proceeds from the sale of property and equipment and $2.6 million of proceeds from the sale of intangible assets.

See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Net cash used in investing activities was $369.4 million for the year ended December 31, 2023.

The $369.4 million of cash used in investing activities was comprised of $209.5 million for the acquisition of RV dealerships, net of cash acquired, $131.1 million of capital expenditures primarily related to store locations, $67.2 million for the purchase of real property, $3.4 million for purchase of and loans to other investments, and $2.2 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $40.8 million and proceeds of $3.2 million from the sale of property and equipment.

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Financing activities.

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

Our financing activities primarily consist of proceeds from the offering of Class A common stock, the issuance of debt, and the repayment of principal and debt issuance costs.

Our net cash provided by financing activities was $11.8 million for the year ended December 3 1 , 2024.

The $ 11.8 million of cash provided by financing activities was primarily due to $332.9 million of proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discount and commissions, $55.6 million of proceeds from long-term debt, $43.0 million from borrowings on our revolving line of credit under the Floor Plan Facility and $0.5 million of proceeds from exercise of stock options, partially offset by $217.9 million of net payments on borrowings under the Floor Plan Facility, $80.9 million of payments on long-term debt, $63.9 million of payments on the revolving line of credit, $24.7 million of dividends paid on Class A common stock, $18.7 million of member distributions, $7.5 million of payments on finance leases, $5.4 million of withholding

taxes paid upon the vesting of restricted stock units, $1.1 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement.

Our net cash used in financing activities was $ 31.9 million for the year ended December 3 1 , 202 3 .

The $ 31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units (“RSU”), $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $ 59.3 million of net proceeds from borrowings under the Floor Plan Facility , $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options.

The $ 31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units, $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $ 59.3 million of net proceeds from borrowings under the Floor Plan Facility , $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options.

Our net cash provided by financing activities was $ 95.6 million for the year ended December 3 1 , 2022.

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The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities , other long-term debt and finance lease arrangements .

S ee definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligation s to our consolidated financial statements included in Part I I, Item 8 of this Form 10- K) at December 31, 202 3:

See definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligation s to our consolidated financial statements included in Part II, Item 8 of this Form 10- K) at December 31, 2024 :

(In thousands)

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Additional borrowings are subject to the vehicle collateral requirements under the Floor Plan Facility.

In July 2023, an amendment to the Floor Plan Facility increased the borrowing capacity under the floor plan notes payable by $150.0 million.

The Floor Plan Facility also includes an accordion feature allowing us, at our option, to request to increase the aggregate amount of the floor plan notes payable in $50.0 million increments up to a maximum amount of $300.0 million.

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

(2) The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of December 31, 2024 .

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The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million to $22.8 million in light of this financial covenant at December 31, 2024.

(4) Includes $17.3 million outstanding and $0.9 million current portion that are classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale).

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

During the first quarter of 2024, we expect to complete approximately $55.0 million of additional borrowings in aggregate on the Real Estate Facilities.

We have experienced an increase in interest rates, which are expected to remain elevated into 2024.

In August 2024, we amended the M&T Real Estate Facility to increase the borrowing capacity by $50.0 million, which was not deducted from our option to request an additional $100.0 million of principal capacity.

The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase.

We have experienced an increase in interest rates, which had begun to decrease by the end of 2024 and may continue to decrease during 2025.

As of December 31, 2024 and 2023, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 6.72% and 7.28%, respectively.

As of December 31, 2024 and 2023, the average interest rate for the Term Loan Facility was 6.97% and 7.97%, respectively.

The increase in interest rates and, to a lesser extent, higher average principal balances on our Real Estate Facilities have resulted in a combined year-over-year increase in our floor plan interest expense and other interest expense, net of $100.6 million for 2023 compared to 2022.

The previous increase in interest rates and, to a lesser extent, a higher average outstanding floor plan balance have resulted in a combined year-over-year increase of our floor plan interest expense and other interest expense, net of $17.2 million for 2024 compared to 2023.

Other Long-Term Debt

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Such sales generate proceeds which vary from period to period.

In 2024, we entered into sale-leaseback transactions for three properties associated with store locations in the RV and Outdoor Retail segment.

We received consideration of $37.7 million of cash and recorded a gain of $0.4 million that is included in loss (gain) on sale or disposal of assets in the consolidated statements of income for the year ended December 31, 2024.

We entered into 20-year lease agreements for two of the properties and a 17-year lease agreement for one of the properties.

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

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The financial liability is included in other long-term liabilities in the consolidated balance sheet as of December 31, 2024.

Deferred Revenue

Deferred revenue consists of our sales for products and services not yet recognized as revenue at the end of a given period.

Our deferred revenue as of December 31, 2023 was $159.1 million.

Deferred revenue is expected to be recognized as revenue as set forth in the following table (in thousands):

Deferred Revenues

Deferred revenues consist of our sales for products and services not yet recognized as revenue at the end of a given period.

Our deferred revenues as of December 31, 2024 were $155.8 million.

Deferred revenues are expected to be recognized as revenue as set forth in the following table (in thousands):

December 31, 2024

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Revenue Recognition — Finance and Insurance Chargebacks

Finance and insurance revenue is recorded net, since we are 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 that 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.

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Our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The evaluation of potential impairment triggering events requires judgment and we consider factors such as a change in the use of the assets, changes in overall business strategy, significant negative industry or economic trends, and/or a greater than expected loss generated by our store locations.

Our 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.

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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.

The estimated future cash flows require judgment and include significant assumptions for revenue growth, gross margin, and SG&A as a percentage of gross profit.

We believe our estimated cash flows are sufficient to support the carrying value of our long-lived assets.

If estimated cash flows significantly differ in the future, we may be required to record additional asset impairments.

If estimated cash flows or market rental rates significantly differ in the future, we may be required to record additional asset impairments.

For the years ended December 31, 2024, 2023, and 2022, we recorded long-lived asset impairment of $15.1 million, $9.3 million, and $4.2 million, respectively (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Inventories — Products, Parts, Accessories and Other

In assessing lower of cost or net realizable value for products, parts, accessories and other inventories, we typically consider (i) the aging of the inventory item, (ii) historical sales experience of the inventory item, and (iii) current market conditions and trends for the inventory item.

We also review and consider the following metrics related to sales of inventory items (both on a recent and longer-term historical basis):

(i) days of supply in our inventory, and (ii) average selling price if sold at less than original cost.

We then determine the appropriate level of inventory cost adjustment required to reduce our inventory to the lower of cost or net realizable value and record the resulting adjustment in the period in which we determine a loss has occurred.

If future demand or market conditions for our products are less favorable than forecasted or if unforeseen circumstances negatively impact the utility of inventory, we may be required to record additional write-downs, which would negatively affect the results of operations in the period when the write-downs are recorded.

For the year ended December 31, 2023, we recorded incremental inventory reserve charges of $4.3 million relating to the Active Sports Restructuring and, for the year ended December 31, 2021, we recorded incremental inventory reserve charges of $15.0 million relating to our 2019 Strategic Shift (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

If there was a decrease in net realizable value of our products, parts, accessories and other inventory that resulted in a 100 basis point decrease in the cost of that inventory at December 31, 2023, the resulting inventory cost adjustment would be $2.0 million.

Deferred Tax Assets and Tax Receivable Agreement Liability — Valuation

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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 7. Management’s Discussion and Analysis