What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-26 · 555 added, 349 removed, 1323 unchanged (41% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc., and subsidiaries (the "Company") as of December 31, 2023, and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc.

and subsidiaries (the "Company") as of December 31, 2024, and December 31, 2023, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15(a)(1) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.

Basis for Opinion

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

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

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

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

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Its long-lived asset groups exist predominantly at the individual store location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets.

For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value.

The impairment charge is allocated to the individual long-lived assets within an asset group;

however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable.

The measurement of any impairment loss includes estimation of the fair value of the asset group’s respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions.

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

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

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

Therefore, we identified this as a critical audit matter.

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

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

Therefore, we have identified this as a critical audit matter.

How the Critical Audit Matter Was Addressed in the Audit

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

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

● Testing the design and operating effectiveness of controls over i) the identification of impairment indicators of long-lived asset groups and ii) the estimation of future cash flows for asset groups that had impairment indicators.

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

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

● With the assistance of our valuation specialists we:

◾ Compared the relevant lease datapoints (i.e., lease start date, square footage, rent per square foot) used in the Company’s estimate to an independent industry database where such information was publicly available.

◾ Identified additional comparable lease datapoints of similar square footage to the store location in the related geographic market and calculated a range of rent per square foot and average rent per square foot for similar lease types.

◾ Evaluated the reasonableness of the market rental rates by comparing to the respective market data, considering the level of similarity of the location with the age, size, and proximity of the comparable lease datapoints.

● Where available, we compared the rent per square foot for sublease offers and current negotiations with potential tenants to the market rental rate assumption for the related locations to determine if the market rental rate assumption was reasonably supported by the current offers on the actual property.

/s/ Deloitte & Touche LLP

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Treasury stock, at cost;

4,551 and 5,130 shares, respectively

none and 4,551 shares, respectively

Retained earnings

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Selling, general, and administrative

Debt restructure expense

Depreciation and amortization

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Lease termination

(Gain) loss on sale or disposal of assets

Loss (gain) on sale or disposal of assets

Total operating expenses

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Other interest expense, net

Loss on debt restructure

Tax Receivable Agreement liability adjustment

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Total other expense

Income before income taxes

(Loss) income before income taxes

Income tax benefit (expense)

net income attributable to non-controlling interests

Net income attributable to Camping World Holdings, Inc.

Earnings per share of Class A common stock:

Net (loss) income

net income (loss) attributable to non-controlling interests

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

(Loss) earnings per share of Class A common stock:

Weighted average shares of Class A common stock outstanding:

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Balance at January 1, 2022

Equity-based compensation

Stock-based compensation

Exercise of stock options

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

Stock award to employee

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

Repurchases of Class A common stock to treasury stock

Redemption of LLC common units for Class A common stock

Disgorgement of short-swing profits by Section 16 officer

Distributions to holders of LLC common units

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Balance at December 31, 2022

Equity-based compensation

Stock-based compensation

Exercise of stock options

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

Repurchases of Class A common stock to treasury stock

Redemption of LLC common units for Class A common stock

Disgorgement of short-swing profits by Section 16 officer

Distributions to holders of LLC common units

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Treasury Stock

Equity-based compensation

Public offering of Class A common stock, net of underwriting discounts and commissions

Offering costs related to public offering of Class A common stock

Non-controlling interest adjustment for capital contribution of proceeds from the public offering of Class A common stock

Stock-based compensation

Exercise of stock options

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Operating activities

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

Equity-based compensation

Stock-based compensation

(Gain) loss on lease termination

Loss on debt restructure

Long-lived asset impairment

(Gain) loss on sale or disposal of assets

Loss (gain) on sale or disposal of assets

Provision for losses on accounts receivable

Non-cash lease expense

Noncash lease expense

Accretion of original debt issuance discount

Non-cash interest

Noncash interest

Deferred income taxes

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Payment pursuant to Tax Receivable Agreement

Deferred revenue

Deferred revenues

Operating lease liabilities

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Purchases of businesses, net of cash acquired

Proceeds from divestiture of business

Purchases of and loans to other investments

Purchases of intangible assets

Proceeds from sale of intangible assets

Net cash used in investing activities

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Payments on long-term debt

Net proceeds on notes payable – floor plan, net

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

Borrowings on revolving line of credit

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Payment of debt issuance costs

Proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discounts and commissions

Payments of stock offering costs

Dividends on Class A common stock

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RSU shares withheld for tax

Stock award shares withheld for tax

Repurchases of Class A common stock to treasury stock

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Distributions to holders of LLC common units

Net cash (used in) provided by financing activities

(Decrease) increase in cash and cash equivalents

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the period

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The IPO and related reorganization transactions that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 19 — Stockholders’ Equity).

CWH’s position as sole managing member of CWGS, LLC, includes periods where CWH held a minority economic interest in CWGS, LLC.

As of December 31, 2024, 2023, and 2022, CWH owned 61.0 %, 52.9 % and 50.2 %, respectively, of CWGS, LLC.

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the sale of outdoor products, equipment, gear and supplies;

business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards.

and the sale of Good Sam Club memberships and co-branded credit cards.

The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World brand, and markets its products and services primarily to RV and outdoor enthusiasts.

Cybersecurity Incident

The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations.

In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”).

The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure.

The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022.

The Company is continuing to take measures to enhance its IT Systems.

Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers.

The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement.

The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems.

Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action.

In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident.

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

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

The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition.

Revisions to Prior Period Consolidated Financial Statements

Subsequent to the issuance of the Company's consolidated financial statements for the year ended December 31, 2023, the Company's management identified prior period misstatements related to the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in CWGS, LLC, including the associated valuation allowance.

As a result, deferred tax assets, net, additional paid-in capital, and income tax benefit (expense) have been revised from the amounts previously reported as of and for the years ended December 31, 2023 and 2022.

The misstatements affecting additional paid-in capital and income tax benefit (expense) as of and for the year ended December 31, 2021, are reflected as adjustments to additional paid-in capital and retained earnings, respectively, as of January 1, 2022.

The Company evaluated

the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No.

99, Materiality, and SAB No.

108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and determined the effect of these revisions was not material to the previously issued financial statements.

However, correcting the cumulative error during the year ended December 31, 2024 would have been material to the current period.

Therefore, the Company has revised the consolidated financial statements for the prior periods presented, including the comparative prior period amounts in the applicable notes to the consolidated financial statements.

The Company will also revise previously reported financial information for such immaterial misstatements in future consolidated financial statements, as applicable.

These immaterial misstatements did not impact the Company’s reportable segments, since they only related to the public holding company, CWH.

The following table presents the effect of the immaterial misstatements on the Company’s consolidated balance sheet for the period indicated:

As of December 31, 2023

($ in thousands)

As Previously Reported

Deferred tax assets, net

Additional paid-in capital

Retained earnings

Total stockholders' equity attributable to Camping World Holdings, Inc.

Total stockholders' equity

Total liabilities and stockholders' equity

The following table presents the effect of the immaterial misstatements on the consolidated statements of operations for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands except per share amounts)

As Previously Reported

Income tax benefit (expense)

Net income attributable to Camping World Holdings, Inc.

Earnings per share of Class A common stock:

The following table presents the effect of the immaterial misstatements on the consolidated statements of stockholders’ equity for the periods indicated:

Additional Paid-In Capital

Retained Earnings

Total Stockholders' Equity

($ in thousands)

As Previously Reported

Balance at January 1, 2022

Stock-based compensation

Exercise of stock options

Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

Vesting of restricted stock units

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

Repurchases of Class A common stock to treasury stock

Redemption of LLC common units for Class A common stock

Disgorgement of short-swing profits by Section 16 officer

Distributions to holders of LLC common units

Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

Non-controlling interest adjustment

Balance at December 31, 2022

Stock-based compensation

Exercise of stock options

Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

Vesting of restricted stock units

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

Redemption of LLC common units for Class A common stock

Distributions to holders of LLC common units

Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

Non-controlling interest adjustment

Balance at December 31, 2023

The following table presents the effect of the immaterial misstatements on the consolidated statements of cash flows for the periods indicated.

These immaterial misstatements resulted in no change in net cash provided from operating activities for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands)

As Previously Reported

Deferred income taxes

Use of Estimates

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Actual results may differ from those estimates.

In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality.

The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable.

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

Accounts receivable balances due in excess of one year was $ 8.8 million at December 31, 2023 and $ 9.6 million at December 31, 2022, which are included in other assets in the accompanying consolidated balance sheets.

Accounts receivable balances due in excess of one year were $ 7.4 million at December 31, 2024 and $ 8.8 million at December 31, 2023, which are included in other assets in the accompanying consolidated balance sheets.

The allowance for credit losses is based on management’s assessment of the collectability of its customer accounts.

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

Year Ended December 31,

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These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business.

These receivables are short-term in nature and are from various financial institutions located throughout the United States.

receivables are short-term in nature and are from various financial institutions located throughout the United States.

The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation.

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New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value.

Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight.

Cost includes purchase costs, reconditioning costs, dealer-installed accessories, freight, and rebates.

For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in plus reconditioning costs.

Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value using the first in, first

The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight and rebates.

A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly.

Prior to the divestiture of the RV and Outdoor Retail segment’s RV furniture business in May 2024 (see Note 6 — Assets Held for Sale and Business Divestiture for further details), a portion of the products, parts, accessories and other inventory included capitalized labor relating to assembly.

Assets Held for Sale

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Most of the Company’s real estate leases include one or more options to renew , with renewal terms that can extend the lease term from one to five years or more.

The exercise of lease renewal options is at the

Company’s sole discretion.

The exercise of lease renewal options is at the Company’s sole discretion.

If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities.

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The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs.

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

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

The Company’s long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets.

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

Incidental items that are immaterial in the context of

the contract are recognized as expense.

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

The Company’s contracts with customers may include multiple performance obligations.

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For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time.

The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies, RV furniture, camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies.

The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies;

outdoor products, equipment, gear and supplies;

and, prior to the divestiture of RV and Outdoor Retail segment’s RV furniture business in May 2024 (see Note 6 — Assets Held for Sale and Business Divestiture for further details), the distribution of RV furniture.

Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers.

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

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

The resulting point liability is deferred until the revenue is recognized (i) when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company’s products or services or (ii) when the point liability is adjusted to reflect changes in breakage estimates.

Points generally expire twelve months after the date that they are credited to a customer’s account.

Finance and Insurance, net

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Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods.

For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period.

For lifetime memberships, an 18-year period is used, which is the actuarially

determined estimated fulfillment period.

Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders.

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

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

The resulting point liability is deferred until the revenue is recognized (i) when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company’s products or services, (ii) as a credit to their credit card balance, (iii) or when the point liability is adjusted to reflect changes in breakage estimates.

Points generally expire twelve months after the date that they are credited to a customer’s account.

Advertising Expenses

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These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold.

Certain of these vendor

contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time.

Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time.

Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable.

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Recently Adopted Accounting Pronouncements

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

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

This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related to such an equity security.

The standard should be applied prospectively.

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

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

In September 2022, the FASB issued ASU 2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.

This standard requires a buyer in a supplier

finance program to disclose qualitative and quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and potential magnitude.

Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period.

The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively.

The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

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

Recently Issued Accounting Pronouncements

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

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842):

Common Control Arrangements.

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

The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements.

The Company’s adoption of the provisions of this ASU as of January 1, 2024 did not materially impact the Company’s consolidated financial statements.

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

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

The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements.

The Company’s early adoption of the provisions of this ASU as of January 1, 2024 did not materially impact the Company’s consolidated financial statements.

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

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

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

The Company adopted the provisions of this ASU as of January 1, 2024, with respect to the annual disclosures beginning with the year ended December 31, 2024 and interim disclosures beginning with the three months ending March 31, 2025, including

the presentation of the comparable prior periods.

The adoption of this ASU resulted in additional segment reporting disclosures and did not otherwise have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

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

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

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

with early adoption permitted.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company expects that the adoption of this ASU will impact certain of its income tax disclosures and will not otherwise have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement―Reporting Comprehensive Income―Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires that at each interim and annual reporting period entities present a new tabular disclosure in the notes to the financial statements, presenting disaggregation of the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion.

Furthermore, the ASU requires entities to include certain amounts that are already required to be disclosed under GAAP in the same disclosure as other disaggregation requirements and disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Additionally, entities are required to disclose the total amount of selling expenses and, in annual reporting period, an entity’s definition of selling expenses.

The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

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

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The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities.

For the year ended December 31, 2023, $ 92.6 million of revenues recognized were included in the deferred revenue balance at the beginning of the period.

For the year ended December 31, 2022, $ 95.5 million of revenues recognized were included in the deferred revenue balance at the beginning of the period.

As of December 31, 2023, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams.

For the year ended December 31, 2024, $ 90.3 million of revenues recognized were included in the deferred revenues balance at the beginning of the period.

For the year ended December 31, 2023, $ 92.6 million of revenues recognized were included in the deferred revenues balance at the beginning of the period.

As of December 31, 2024, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Good Sam Club loyalty program, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams.

The total unsatisfied performance obligations for these revenue streams at December 31, 2024 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

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Allowance for credit losses

As of December 31, 2024 and 2023, the Company had Good Sam Services and Plans receivables that were expected to be collected after one year of $ 7.4 million and $ 8.8 million, respectively, which were included in other assets in the consolidated balance sheets.

Inventories and Floor Plan Payables

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As of December 31, 2024 and 2023, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (as amended from time to time, the “Floor Plan Facility”) entered into in September 2021.

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

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

The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $ 50.0 million increments up to a maximum amount of $ 300.0 million, which was reset and increased by the Floor Plan Amendment in July 2023 from a maximum of $ 200.0 million.

The Floor Plan Facility at December 31, 2024 allowed FR to borrow (a) up to $ 1.85 billion under a floor plan facility of which 30 % may be used to finance used RV inventory, (b) up to $ 30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $ 70.0 million under the revolving line of credit.

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

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

As of December 31, 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.

Under the Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.90 % to 2.50 % determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40 % to 1.00 % determined based on FR’s consolidated current ratio.

As of December 31, 2023 and 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.63 % and 6.21 %, respectively.

Under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either:

(a) a floating BSBY rate, plus 2.25 %, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of:

(i) the federal funds rate plus 0.50 %, (ii) the prime rate published by Bank of America, N.A.

and (iii) the floating BSBY rate plus 1.75 %, plus 0.75 %, in the case of base rate loans.

Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at December 31, 2023 and 2022.

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

As of December 31, 2024, under the Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Secured Overnight Financing Rate (“SOFR”), plus a SOFR adjustment of 0.11 %, plus the applicable rate of 1.90 % to 2.50 % determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40 % to 1.00 % determined based on FR’s consolidated current ratio.

The outstanding balance of the revolving line of credit under the Floor Plan Facility was paid off in November 2024 and there was no balance outstanding as of December 31, 2024.

As of December 31, 2023, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.63 %.

As of December 31, 2024, under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either:

(a) a floating SOFR rate, plus a SOFR adjustment of 0.11 %, plus 2.25 %, in the case of floating SOFR rate loans, or (b) a base rate determined by reference to the greatest of:

(i) the federal funds rate plus 0.50 % or (ii) the prime rate published by Bank of America, N.A., plus 0.75 %, in the case of base rate loans.

Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are subject to a borrowing base calculation, which did not limit the borrowing capacity at December 31, 2024 and 2023.

Plan Facility.

These transfers reduce the amount of liability outstanding under the floor plan borrowings that would otherwise accrue interest, while retaining the ability to withdraw amounts from the FLAIR offset account subject to the financial covenants under the Floor Plan Facility.

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FR was in compliance with all financial debt covenants at December 31, 2024 and 2023.

In February 2025, FR entered into an amendment to the Floor Plan Facility (the “Floor Plan Amendment”), which (a) increased the commitment for floor plan borrowings by $ 300.0 million to $ 2.15 billion, (b) increased the commitment for the letter of credit facility by $ 15.0 million to $ 45.0 million, and (c) extended the maturity date from September 30, 2026 to the earlier of, if applicable, (i) February 18, 2030 or (ii) March 5, 2028, if the Company’s Term Loan Facility (as defined and discussed in Note 10 — Long-Term Debt) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2024 and December 31, 2023 (in thousands):

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Additional letters of credit capacity

(1) Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as offset to the payables under the Floor Plan Facility.

The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.

(2) The short-term payable represents the amount due for sold inventory.

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

The following table rolls forward the Company's outstanding supplier finance program obligations confirmed as valid under its Floor Plan Facility for the year ended December 31, 2024 (in thousands):

December 31, 2024

Notes payable - floor plan, net, beginning of year

FLAIR offset account, beginning of year

short-term payable for sold inventory, beginning of year

Confirmed obligations outstanding, beginning of year

new obligations confirmed during the period

confirmed obligations paid during the period

( 2,576,047 )

Confirmed obligations outstanding, end of period

FLAIR offset account, end of period

short-term payable for sold inventory, end of period

Notes payable - floor plan, net, end of period

Restructuring and Long-Lived Asset Impairment

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Lease termination costs (1)

Incremental inventory reserve charges (2)

Other associated costs (2)

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This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities.

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

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

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

For the years ended December 31, 2024 , 2023 and 2022, these costs were included in selling, general, and administrative expenses in the consolidated statements of operations.

The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands):

Balance at June 30, 2019

Charged to expense

Paid or otherwise settled

Balance at December 31, 2021

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Balance at December 31, 2024

(1) Lease termination costs exclude the $ 1.3 million, $ 6.1 million, $ 0.2 million, $ 4.8 million and $ 0 of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the years ended December 31, 2020, 2021, 2022 and 2023, respectively.

(1) Lease termination costs exclude the $ 7.6 million and $ 4.8 million of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the thirty months ended December 31, 2021 and for the year ended December 31, 2022, respectively.

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

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

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

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

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

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

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

Certain lease costs continued to be incurred until the termination of the last remaining significant lease during the year ended December 31, 2024.

As of December 31, 2024, the total restructuring costs associated with the Active Sports Restructuring were $ 8.1 million.

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(2) These costs were included in lease termination charges in the consolidated statements of operations.

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

This reflects termination fees paid or to be paid, net of any gain from derecognition of the related operating lease assets and liabilities.

The Company paid $ 1.5 million lease termination fee for a lease terminated during the year ended December 31, 2024.

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

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Balance at December 31, 2023

Charged to expense

Paid or otherwise settled

Balance at December 31, 2024

(1) Lease termination costs exclude the $ 0.1 million of gain from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the Active Sports Restructuring for the year ended December 31, 2024.

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

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

During the years ended December 31, 2023, 2022 and 2021, the Company had indicators of impairment of the long-lived assets for certain of its locations.

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

During the years ended December 31, 2024, 2023 and 2022, the Company had indicators of impairment of the long-lived assets for certain locations, which were unrelated to the Active Sports Restructuring.

Such indicators primarily included decreases in market rental rates or market value of real property for closed locations, or based on the Company’s review of location performance in the normal course of business.

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

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Operating lease right of use assets

Building and improvements

Furniture and equipment

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Total long-lived asset impairment charges

Assets Held for Sale

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

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

Assets Held for Sale and Business Divestiture

As of December 31, 2024, two properties from the RV and Outdoor Retail segment relating to real estate met the criteria to be classified as held for sale.

The following table presents the components of assets held for sale and liabilities related to assets held for sale at December 31, 2024 and 2023 (in thousands):

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Long-term debt, net of current portion

Additionally, on May 3, 2024, the Company closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”) and, in connection with the sale, entered into a supply agreement (“Supplier Agreement”) with the buyer and the sublease of certain properties and equipment to the buyer.

The approximately $ 30.4 million fair value of consideration received from the divestiture were comprised of approximately $ 20.0 million of cash consideration, $ 9.5 million of an intangible asset for the Supplier Agreement, and $ 0.9 million of cash consideration as a holdback to be released by the buyer after one year less any offset for expenditures that were indemnified by the Company.

The divested net assets of CWDS were comprised primarily of approximately $ 28.8 million of products, parts, accessories and other inventories, $ 0.9 million of net intangible assets, $ 1.2 million of accounts payable assumed and $ 8.9 million of goodwill allocated from the RV and Outdoor Retail segment based on the relative fair value of CWDS.

This divestiture transaction resulted in a loss of $ 7.1 million and is included in loss (gain) on sale or disposal of assets in the consolidated statements of operations for the year ended December 31, 2024.

The Company believes that it has gained operational efficiencies by exiting the manufacture of RV furniture and focusing its resources on the sourcing and sale of its RV and aftermarket accessory products.

The fair value of the Supplier Agreement intangible asset was estimated as the present value of the estimated benefits that a market participant would receive

under the Supplier Agreement, such as favorable pricing and rebates, over the term of the agreement, which is categorized as a Level 3 measurement.

This Supplier Agreement intangible asset is expected to be amortized over the term of the agreement of approximately 10 years .

Property and Equipment, net

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Balance at December 31, 2023

Divestiture (1)

Balance at December 31, 2024

(1) See Note 6 ― Assets Held for Sale and Business Divestiture.

In the fourth quarter of 2024 and 2023, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, and GSS Enterprise reporting units by performing a quantitative analysis.

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

The Good Sam Show, GSS Enterprise, and Good Sam Media reporting units are comprised of a portion of the Good Sam Services and Plans segment.

The Good Sam Show, GSS Enterprise, Good Sam Media, and Good Sam RA and Tire Rescue reporting units are comprised of a portion of the Good Sam Services and Plans segment.

These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value.

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Trademarks and trade names

Websites and developed technology

RV and Outdoor Retail:

Customer lists, domain names and other

Supplier lists

Supplier lists and agreements

Trademarks and trade names

Websites and developed technology

December 31, 2023

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Trademarks and trade names

Websites and developed technology

RV and Outdoor Retail:

Customer lists and domain names

Supplier lists

Supplier lists and agreements

Trademarks and trade names

As of December 31, 2023, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.4 years, trademarks and trade names are 15.0 years, and websites are 7.0 years.

The approximate weighted average useful lives of our RV and Outdoor Retail finite-lived intangible assets are as follows:

customer lists and domain names are 5.3 years,

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

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

During the first quarter of 2022, the Company recorded $ 8.8 million of incremental accelerated amortization from the adjustment of the useful lives of certain trademark and trade name intangible assets relating to brands not traditionally associated with RVs that the Company phased out.

Websites and developed technology

Amortization expense related to finite-lived intangibles for the years ended December 31, 2024, 2023, and 2022 was $ 3.6 million, $ 3.8 million and $ 13.5 million, respectively.

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(2) Net of $ 3.1 million and $ 3.3 million of finance costs at December 31, 2024 and 2023, respectively.

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

The aggregate future maturities of long-term debt at December 31, 2024, excluding original issue discount of $ 9.6 million and finance costs of $ 6.9 million , were as follows (in thousands):

Long-term debt instruments

Senior Secured Credit Facilities

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

As of December 31, 2024 and 2023, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for senior secured credit facilities (as amended from time to time, the “Senior Secured Credit Facilities”).

The Senior Secured Credit Facilities consist of a $ 1.4 billion term loan facility (the “Term Loan Facility”) and a $ 65.0 million revolving credit facility (the “Revolving Credit Facility”).

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The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $ 3.5 million.

The December 31, 2022 principal payment was due in January 2023, since December 31, 2022 was a Saturday.

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

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

No additional excess cash flow payment was required relating to 2024 or 2023.

The Term Loan Facility matures in June 2028.

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

however, a maximum of $ 25.0 million may be allocated to such letters of credit.

The Revolving Credit Facility matures in June 2026, and the Term Loan Facility matures in June 2028.

The Revolving Credit Facility matures at the earlier of (i) ninety-one days prior to the maturity date of the Floor Plan Facility (September 30, 2026 as of December 31, 2024 and amended in February 2025 to a maturity date of at least March 5, 2028 as detailed in Note 4 — Inventories and Floor Plan Payables) or (ii) March 3, 2028.

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):

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Real Estate Facilities

On October 27, 2022, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, entered into a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $ 250.0 million with an option that allows FRHP to request an additional $ 100.0 million of principal capacity.

As of December 31, 2024 and 2023, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were party to a credit agreement with a syndication of banks for a real estate credit facility (as amended from time to time, the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $ 300.0 million (an increase from $ 250.0 million through an amendment entered into in August 2024) with an option that allows FRHP to request an additional $ 100.0 million of principal capacity.

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

The M&T Real Estate Facility bears interest at FRHP’s option of either (as defined in the credit agreement for the M&T Real Estate Facility):

(a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30 % or (b) the highest of (i) the Federal Funds Rate plus 1.80 %, (ii) the Prime Rate plus 1.30 %, or (iii) SOFR

(a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30 % or (b) the highest of (i) the Federal Funds Rate plus 1.80 %, (ii) the Prime Rate plus 1.30 %, or (iii) SOFR plus 2.30 %.

The M&T Real Estate Facility has an unused commitment fee of 0.20 % of the aggregate unused principal amount and it matures in October 2027.

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

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

During the years ended December 31, 2024 and 2023, FRHP borrowed an additional $ 55.6 million and $ 59.2 million under the M&T Real Estate Facility, respectively.

During the year ended December 31, 2024, FRHP repaid $ 46.5 million of the M&T Real Estate Facility to pay off the remaining principal balances relating to eight properties.

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

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

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

The Third CIBC Real Estate Facility matures in December 2026.

In May 2024, the Real Estate Borrower repaid the outstanding balance of the Third Real Estate Facility of $ 8.9 million, which related to the facility for the operations of CWDS in Elkhart, Indiana (see Note 6 — Assets Held for Sale and Business Divestiture), and the Third Real Estate Facility was terminated.

The First CIBC Real Estate Facility matures in October 2028.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities at December 31, 2024:

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First CIBC Real Estate Facility

Third CIBC Real Estate Facility

Amount reclassified to liabilities related to assets held for sale

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

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

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

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

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federal entity-level income taxes.

However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc., Camping World, Inc.

However, certain active CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc., Camping World, Inc.

(“CW”) prior to the LLC Conversion (defined below), and FreedomRoads RV, Inc.

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Effect of LLC Conversion (3)

Increase (decrease) in valuation allowance (4)

(Decrease) increase in valuation allowance (4)

Impact of other state tax rate changes

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Income tax (benefit) expense

(1) Federal and state income tax includes $ 0.6 million, less than $ 0.1 million, and $ 0.7 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, 2022, and 2021, respectively.

(1) Federal and state income tax includes $ 0.6 million and $ 0.1 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, and 2022, respectively.

There were no changes to the Tax Receivable Agreement liability due to fluctuations in state tax rate for the year ended December 31, 2024.

(2) The related income is taxable to the non-controlling interest.

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For 2022, these amounts represent the tax impact of the LLC Conversion, which is comprised of a $ 209.4 million adjustment to CW’s deferred tax assets inclusive of tax operating losses, net of a $ 0.6 million reduction to CWH’s outside basis deferred tax asset.

(4) For 2024, the decrease in valuation allowance was primarily related to utilization of a portion of the capital loss carryforward.

For 2023, the valuation allowance increased by $ 64.4 million.

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Additionally, valuation allowance decreased by $ 52.5 million as a result of the LLC Conversion and its impact on realization of the CWH’s outside basis deferred tax asset and decreased by $ 15.3 million for activities not related to the LLC Conversion.

For 2022, these amounts include a $ 180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $ 16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily resulting from losses of CW for which no benefit is recognized for the U.S.

federal and non-unitary states, net of a $ 0.6 million decrease in valuation allowance associated with CWH’s outside basis deferred tax asset.

During 2021, and as a result of CWH’s ownership of CWGS increasing above 50 % during the first quarter of 2021, the amount for the year ended December 31, 2021 included a decrease in the valuation allowance of CW in certain state deferred tax assets of $ 15.2 million, partially offset by $ 13.0 million of increases to the valuation allowance primarily resulting from losses of CW for which no benefit is recognized for the U.S.

resulting from losses of CW for which no benefit is recognized for the U.S.

federal and non-unitary states.

Additionally, the valuation allowance increased by $ 12.5 million associated with CWH’s outside basis deferred tax asset in CWGS, LLC.

LLC Conversion

CW, including certain of its subsidiaries, were taxable as C-Corps and subject to entity-level taxes.

Prior to 2023, CW, including certain of its subsidiaries, were taxable as C-Corps and subject to entity-level taxes.

CW had historically generated operating losses for tax purposes.

Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company’s other businesses.

The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs

with an effective date of January 2, 2023 (the “LLC Conversion”).

The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs with an effective date of January 2, 2023 (the “LLC Conversion”).

All required filings for conversion to LLC were made by December 31, 2022.

Accordingly, certain effects of the LLC Conversion were recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes.

Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by the Company’s other LLC businesses.

As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease.

The LLC Conversion will allow the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries have and will offset taxable income generated by the Company’s other LLC businesses.

As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, have and will decrease.

The LLC Conversion has allowed the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

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

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Business interest expense carryforward

Net operating loss carryforward

Net operating loss and tax credit carryforward

Other investments

Other reserves

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(1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC.

The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is not more likely than not that all or a portion of the deferred tax assets can be realized.

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

assets can be realized.

At December 31, 2024 and 2023, the Company recorded a valuation allowance on the Outside Basis Deferred Tax Asset and the capital loss carryforward that are not more likely than not to be realized.

The capital loss has a five-year carryforward period.

At December 31, 2022, the Company determined that all of its deferred tax assets (except a portion of the Outside Basis Deferred Tax Asset) are more likely than not to be realized.

Prior to the LLC Conversion discussed above, the Company maintained a valuation allowance against the deferred tax assets of CW, excluding certain state deferred tax assets included in the state combined unitary income tax returns.

At December 31, 2022, as a result of the LLC Conversion, the Company wrote off all of the remaining deferred tax assets and related valuation allowance associated with CW.

The Company maintains a valuation allowance against the Outside Basis Deferred Tax Asset pertaining to the portion that is not

amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested.

Net Operating Loss Carryforwards

The Company maintains a valuation allowance against the Outside Basis Deferred Tax Asset pertaining to the portion that is not amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested.

Net Operating Loss and Tax Carryforwards

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

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

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

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

Accordingly, the tax effect of 2023 conversion loss was zero .

At December 31, 2024, the Company accumulated $ 11.4 million of federal net operating losses which can be carried forward indefinitely and $ 5.5 million of state net operating losses which will begin to expire in 2028.

At December 31, 2024, the Company had federal general business credit carryforwards of $ 0.5 million that can be carried forward through 2044.

Tax Legislation

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

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

For the years ended December 31, 2024 and 2023, the reduction in earnings along with an increase in interest expense resulted in excess business interest expense of $ 110.7 million and $ 42.6 million, respectively, at CWGS, LLC.

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

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

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

During the years ended December 31, 2024 and 2023, the Company recorded an income tax benefit of $ 15.6 million and $ 5.6 million, respectively, related to its business interest expense carryforward.

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

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in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any future redemptions of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement.

The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption of common units for cash or stock occur.

The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a

redemption of common units for cash or stock occur.

These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P.

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The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85 % of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemption, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income.

As of December 31, 2023, and December 31, 2022, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $ 162.8 million and $ 170.6 million, respectively, of which $ 12.9 million and $ 10.9 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the accompanying consolidated balance sheets.

During the year ended December 31, 2023, the Continuing Equity Owners redeemed 2,000,000 common units in CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock.

During the year ended December 31, 2023, the Tax Receivable Agreement liability and Deferred Tax Assets increased $ 5.6 million and $ 6.5 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity).

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

During the year ended December 31, 2022, the Continuing Equity Owners redeemed 50,000 common units in CWGS, LLC for 50,000 shares of the Company’s Class A common stock.

During the year ended December 31, 2022, the Tax Receivable Agreement liability and Deferred Tax Assets increased $ 0.5 million and $ 0.6 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders’ equity).

Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2023.

During the year ended December 31, 2024 and 2023, the Tax Receivable Agreement liability increased $ 0.9 million and $ 5.6 million, respectively, as a result of common unit redemptions.

As of December 31, 2024, and December 31, 2023, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $ 150.4 million and $ 162.8 million, respectively, of which $ 13.4 million of the December 31, 2023 balance was paid during the year ended December 31, 2024.

The Company does not expect a cash tax reduction for tax benefits subject to the Tax Receivable Agreement during the year ended December 31, 2024 and, therefore, does not expect a payment under the Tax Receivable Agreement to be made during the year ending December 31, 2025.

Income Tax Audits

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federal income tax returns and tax returns in various states.

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

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

The Company does not expect any material adjustments as a result of the examination.

During the year ended December 31, 2024, the Company was notified by the state of New York that its 2021 and 2022 state income tax returns were under examination.

The Company finalized its 2020 and 2021 California income tax audits with no adjustments.

The Company is not under any other material audits in any jurisdiction.

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and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying Consolidated Balance Sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.

Recurring Fair Value Measurements

The following table presents the reported carrying values and the fair values by level of the Company’s assets and liabilities measured at fair value on a recurring basis:

December 31, 2024

December 31, 2023

($ in thousands)

Carrying Value

Derived participation investment (1)

Acquisition-related contingent consideration (2)

(1) Derived participation investment was included in other assets in the accompanying consolidated balance sheets.

(2) The $ 0.2 million currently and $ 0.2 million non-current portions of acquisition-related contingent consideration were included in accrued liabilities and other long-term liabilities, respectively, in the accompanying balance sheets.

The following table presents fair value measurements using significant unobservable inputs (Level 3):

Year Ended December 31, 2024

($ in thousands)

Derived Participation Investment

Acquisition-related contingent consideration

Beginning balance

Business combinations

Gains included in earnings

Ending balance

Derived Participation Investment

The Company has entered into an arrangement with a consumer financing partner to invest in a participation interest in the cash flows of certain financing transactions under the white label financing program with such consumer financing partner.

The fair value of this investment was estimated by discounting the projected cash flows subject to the participation interest.

The assumptions in the analysis included loan losses, prepayments, and recoveries derived based on historical observation of such data pertaining to the RV industry, as well as other relevant industries with loan structure similar to that of the RV industry.

This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the year ended December 31, 2024.

Contingent Consideration

The Company’s contingent consideration liability was established as part of the consideration for the acquisition of a tire rescue roadside assistance business in June 2024.

The fair value of this liability was estimated as the present value of the probability weighted milestone payments at each of the first two anniversaries of the date of the acquisition for a maximum aggregate payment of $ 0.5 million if all milestones are reached.

The assumptions in the analysis included the Company’s assessment of the probability that the milestones will be reached and a discount rate based primarily on the Company’s credit risk and its ability to pay.

This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the year ended December 31, 2024.

Other Fair Value Disclosures

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2024 and 2023 of assets and liabilities that are no t measured at fair value on a recurring basis.

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

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Current sponsorship agreements run through 2028.

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

The sponsorship and brand licensing agreements consist of annual fees payable in the aggregate of $ 2.6 million in 2025, $ 1.8 million in 2026, $ 0.4 million in 2027, and $ 0.4 million in 2028, which are recognized to expense over the expected benefit period.

The Company enters into subscription agreements from time to time.

Currently there are subscription agreements for future software services consisting of annual fees payable as follows:

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

$ 26.0 million in 2025, $ 20.9 million in 2026, $ 12.7 million in 2027, $ 3.0 million in 2028, and $ 1.2 million in 2029.

Expense is recognized ratably over the term of the agreement.

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In addition, the Company has obtained letters of credit as required by insurance carriers.

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

This includes $ 12.3 million and $ 11.4 million for December 31, 2023 and 2022, respectively, issued under the Floor Plan Facility (see Note 4 — Inventories and Floor Plan Payables), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 10 — Long-Term Debt).

As of December 31, 2024 and December 31, 2023, these letters of credit were $ 19.2 million and $ 17.2 million, respectively.

This includes $ 14.3 million and $ 12.3 million for December 31, 2024 and December 31, 2023, respectively, issued under the Floor Plan Facility (see Note 4 —

Inventories and Floor Plan Payables), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 10 — Long-Term Debt).

Weissmann Complaint

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

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

On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus A.

Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc.

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

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

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

Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus A.

Lemonis, NBCUniversal, and Machete on July 7, 2022.

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

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

On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing.

On May 23, 2024, the arbitrator issued an interim award in favor of FR Holdco in the amount of $ 4,318,892 , plus interest, costs, and attorneys’ fees as set forth in the Tumbleweed bankruptcy plan and to be determined by the arbitrator in subsequent proceedings.

On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, after Weissmann conceded in a written briefing the obligation to pay attorneys’ fees and costs to FR Holdco as the prevailing party.

On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco in the amount of $ 4,990,006 , in the manner described in the Tumbleweed bankruptcy plan.

Weissmann is jointly and severally liable for $ 4,106,884 of that amount.

On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles.

On September 27, 2024, FR Holdco, CW, Marcus A.

Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles.

On January 16, 2025, Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation.

There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.

Tumbleweed Complaint

On November 10, 2021, Tumbleweed Tiny House Company, Inc.

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

(“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus A.

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

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

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and (xiii) declaratory judgment.

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

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

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

On April 21, 2022, the Court granted a motion to compel arbitration

filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus A.

Lemonis, compelling Tumbleweed’s claims to arbitration.

Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus A.

Lemonis on May 17, 2022.

FR Holdco, CW, and Marcus A.

Lemonis filed responses and affirmative defenses on May 31, 2022.

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

The parties have exchanged discovery.

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

On March 11, 2024, FR Holdco’s arbitration demand and the Weissman arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing.

On May 23, 2024, the arbitrator issued an interim award in favor of all respondents, including FR Holdco, CW, and Lemonis.

On July 31, 2024, the arbitrator heard the parties arguments on the amount of attorneys’ fees and costs owed to FR Holdco, CW, Lemonis, and the other defendants, after Tumbleweed conceded the obligation to pay attorneys’ fees and costs to the prevailing parties.

On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco, CW, Lemonis in the amount of $ 3,793,455 in attorneys’ fees and $ 626,611 in costs.

The arbitrator also awarded $ 4,990,006 in favor of FR Holdco.

On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles.

On September 27, 2024, FR Holdco, CW, Marcus A.

Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles.

There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.

Precise Complaint

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(ix) conspiracy;

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

(x) unlawful business practices in violation of California Business and Professions Code §17200;

(xi) aiding and abetting;

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

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

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

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

While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements.

The Company does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above.

No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations.

From time to time, the Company is involved in other litigation arising in the normal course of business operations.

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

On April 4, 2024, the Trustee, CW, and the Precise Estate entered into a settlement agreement which provides for, among other things, an allowed claim against the Precise

Estate in favor of CW in the amount of $ 3.7 million, a portion of which is payable upon the entry of a final order of the Bankruptcy Estate approving the settlement agreement and mutual releases from the parties (the “Settlement Agreement”).

On May 7, 2024, the Bankruptcy Court approved the Settlement Agreement.

There can be no assurances that we will be able to collect amounts owed pursuant to the Settlement Agreement.

From time to time, the Company is involved in litigation arising in the normal course of business operations.

While the outcome of litigation cannot be predicted with certainty, and some lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any pending matters is likely to have a material adverse effect on the Company’s financial statements.

The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated.

The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate.

If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading.

If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements.

Supplier Agreement

In connection with the divestiture of CWDS, the Company entered into a Supplier Agreement with the buyer that requires the Company 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 for a discussion of the divestiture of CWDS.

Employment Agreements

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These instruments support a wide variety of the Company’s business activities.

As of December 31, 2023 and December 31, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $ 12.3 million and $ 11.4 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $ 4.9 million and $ 4.9 million, respectively (see Note 4 — Inventories and Floor Plan Payables and Note 10 — Long-Term Debt).

As of December 31, 2024 and December 31, 2023, outstanding standby letters of credit issued through our Floor Plan Facility were $ 14.3 million and $ 12.3 million, respectively, (see Note 4 — Inventories and Floor Plan Payables) and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $ 4.9 million and $ 4.9 million, respectively (see Note 10 — Long-Term Debt).

As of December 31, 2024 and December 31, 2023, outstanding surety bonds were $ 26.6 million and $ 23.2 million, respectively.

The underlying liabilities

to which these instruments relate are reflected on the Company’s accompanying consolidated balance sheets, where applicable.

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

Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

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Transactions with Directors, Equity Holders and Executive Officers

FR leases various store locations from managers and officers.

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

FR leases various RV dealership locations from managers and officers.

During 2023 and 2022, the related party lease expense for these locations were $ 3.4 million and $ 3.4 million, respectively.

For the year ended December 31, 2024 there was no related party lease expense.

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

This lease expires in March 2024.

This lease expired in March 2024.

For the years ended December 31, 2024, 2023, and 2022, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $ 0.2 million, $ 0.9 million, and $ 0.9 million, respectively.

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

The Company had an expense reimbursement payable to Mr.

Lemonis of $ 0.1 million at December 31, 2021, relating primarily to advertising expenses for the Company that were processed through Mr.

Lemonis’ social media accounts, which was paid in 2022.

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

In October 2022, the Company purchased a property to be used as office space in Lincolnshire, Illinois, for $ 4.5 million from the Company’s Chairman and Chief Executive Officer.

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Other Transactions

The Company does business with certain companies in which Mr.

Lemonis has a direct or indirect material interest.

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

Lemonis exited his economic interest in Precise Graphix.

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

The Company paid Adams Outdoor Advertising, Inc., an entity controlled by Stephen Adams, a former member of the Company’s Board of Directors and for which Andris A.

The Company paid Adams Outdoor Advertising, Inc., an entity for which Andris A.

Baltins serves as a member of its Board of Directors, $ 0.1 million for both of the years ended December 31, 2024 and December 31, 2023 for advertising services.

The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A.

Baltins is a member, and a member of the Company’s Board of Directors, $ 0.1 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, for legal services.

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

Baltins is a member, and a member of the Company’s Board of Directors $ 0.1 million and $ 0.2 million for the years ended December 31, 2023, and 2022, respectively, for legal services.

Amounts paid for the year ended December 31, 2024 were immaterial.

In 2024 and 2023, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP.

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

The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store locations to expand its business and grow its customer base.

In April 2022, the Good Sam Services and Plans segment acquired an outdoor publication for $ 3.4 million that the Company considers as a furtherance of its strategy to target a younger demographic of RV enthusiasts.

The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new greenfield store locations to expand its business and grow its customer base.

The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting.

The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

In 2024, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $ 69.4 million.

Separate from these acquisitions, during the year ended December 31, 2024, the Company purchased real property for an aggregate purchase price of $ 9.6 million.

Additionally, in June 2024, the Good Sam Services and Plans segment acquired the assets of a tire rescue roadside assistance business for $ 1.8 million in cash and up to an aggregate $ 0.5 million of milestone payments of which half is potentially payable at each of the first two anniversaries of the date of the acquisition.

These potential milestone payments were recorded as contingent consideration with a fair value of $ 0.4 million.

The tire rescue roadside assistance business includes a robust dispatch platform and strong network of service providers, which provide an opportunity to serve our customer base more effectively and reduce cost.

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

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

In 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships and one RV service center comprised of 11 locations for an aggregate purchase price of approximately $ 213.6 million, of which one RV dealership opened in 2023.

The purchases were partially funded through $ 59.9 million of borrowings under the Floor Plan Facility.

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

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

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following, net of insignificant measurement period adjustments relating to acquisitions from the respective previous year:

Year Ended December 31,

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Total tangible net assets acquired

Intangible assets acquired:

Supplier and customer relationships

Websites and developed technology

Total intangible assets acquired

Purchase price of acquisitions

Application of deposit paid in prior period

Contingent consideration

Lazydays acquisition deposit

Cash paid for acquisitions, net of cash acquired

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The fair values above for the year ended December 31, 2024 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories.

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

For the year ended December 31, 2022, the fair values above include measurement period adjustments for valuation of acquired inventories, accounts receivable, accrued liabilities, and other current liabilities relating to dealership acquisitions during the year ended December 31, 2021.

During the year ended December 31, 2024, the fair values include a measurement period adjustment to record $ 2.6 million of other intangible assets from a RV dealership acquisition that occurred during the year ended December 31, 2023.

These intangible assets had an estimated useful life of 15 years ;

however, these intangible assets were sold for $ 2.6 million during the 2024.

Developed technology intangible asset acquired of $ 0.6 million has an estimated useful life of five years .

The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset.

For the years ended December 31, 2024 and 2023, acquired goodwill of $ 31.7 million and $ 88.8 million is expected to be deductible for tax purposes.

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

Included in the consolidated financial results for the years ended December 31, 2024 and 2023 were $ 99.6 million and $ 99.8 million of revenue, respectively, and $ 0.2 million and $ 8.1 million of pre-tax loss, respectively, from the acquisitions as of their applicable acquisition dates.

Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

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

(“Lazydays”) to acquire the assets and certain real estate of seven RV dealerships from Lazydays, which the Company expects will close in March 2025.

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

At December 31, 2024, this deposit was included in other assets in the accompanying consolidated balance sheet.

During February 2025, the Company closed on the purchase of three locations from the Lazydays transaction, which included the purchase of associated real estate of $ 35.5 million.

Statements of Cash Flows

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Year Ended December 31,

Cash paid during the period for:

Non-cash investing and financing activities:

Cash paid (received) during the period for:

Noncash investing and financing activities:

Leasehold improvements paid by lessor

Vehicles transferred to property and equipment from inventory

Capital expenditures in accounts payable and accrued liabilities

Contingent consideration recognized as partial consideration for purchase of a business

Fair value of holdback receivable recognized as partial consideration for divestiture of a business

Supplier agreement intangible asset recognized as partial consideration for divestiture of a business

Prior period deposit applied to portion of purchase price of RV dealership acquisition

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

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Cost of treasury stock issued for vested restricted stock units

Cost of treasury stock issued for stock award to employee

The Freedom Roads 401(k) Defined Contribution Plan (“FreedomRewards 401(k) Plan”) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended.

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

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

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

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

There were no contributions by the Company to the Company’s 401(k) Plan for 2024 or 2022.

Stockholders’ Equity

CWGS, LLC Ownership

CWH is the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC through March 11, 2021 before obtaining a majority economic interest in CWGS, LLC, CWH has the sole voting power in, and controls the management of, CWGS, LLC (See Note 20 – Non-Controlling Interests for further information about the ownership of CWGS, LLC).

The remaining interest in CWGS, LLC, was held by the Continuing Equity Owners, who may redeem at each of their options their common units for, at the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly issued shares of the Company’s Class A common stock.

CWH is the sole managing member of CWGS, LLC and has the sole voting power in, and controls the management of, CWGS, LLC (See Note 20 – Non-Controlling Interests for further information about the ownership of CWGS, LLC).

who are disinterested), cash or newly issued shares of the Company’s Class A common stock.

Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements.

pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC.

In accordance with the CWGS LLC Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay the portion of its regular quarterly cash dividend to holders of its Class A common stock that is unrelated to tax distributions, if any, and 2) the common unit holders of CWGS, LLC to pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC.

The payment of these cash distributions by CWGS, LLC to Continuing Equity Owners are recorded as distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows.

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Additionally, the one share of Class C common stock entitles its holder to the number of votes necessary such that the holder casts 5 % of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally.

The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s Chairman and Chief Executive Officer, Marcus Lemonis.

The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s Chairman and Chief Executive Officer, Marcus A.

Holders of the Company’s Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company.

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The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

November 2024 Public Offering

On November 1, 2024, the Company completed a public offering (the “November 2024 Public Offering”) in which the Company sold 14,634,146 shares of the Company’s Class A common stock at a public offering price of $ 20.50 per share (or $ 19.81 per share after underwriting discounts and commissions).

The Company received $ 289.9 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 14,634,146 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.

Additionally, in November 2024, the underwriters exercised their option to purchase an additional 2,195,121 shares of Class A common stock and the Company received $ 43.5 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 2,195,121 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.

Of the 16,829,267 shares Class A common stock sold in the November 2024 Public Offering, 4,228,700 were issued from treasury stock and the remainder were newly-issued shares.

The Company incurred approximately $ 1.0 million of offering costs that were recorded as a reduction in the additional paid-in capital recorded for the proceeds from the November 2024 Public Offering in the consolidated statement of stockholders’ equity.

Short-Swing Profit Disgorgement

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In August 2021 and January 2022, the Company’s Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $ 125.0 million and $ 152.7 million, respectively, of the Company’s Class A common stock and extended the stock repurchase program to expire on August 31, 2023 and December 31, 2025, respectively.

Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and

may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs.

Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs.

Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

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The Company expects to fund the repurchases using cash on hand.

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

During the years ended December 31, 2024 and 2023, the Company did no t repurchase Class A common stock under the stock repurchase program.

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

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

During the years ended December 31, 2023 and 2022, the Company reissued 579,176 and 852,508 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”), respectively, (see Note 21 — Equity-Based Compensation Plans).

During the years ended December 31, 2024 and 2023, the Company reissued 322,271 and 579,176 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other stock-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”), respectively, (see Note 21 — Stock-Based Compensation Plans).

As discussed above, the Company reissued 4,228,700 shares of Class A common stock held as treasury in the November 2024 Public Offering.

As of December 31, 2024 and 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million.

As described in Note 12 — Income Taxes, the IRA imposes a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested RSUs and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs.

Non-Controlling Interests

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Continuing Equity Owners

During the years ended December 31, 2022 and 2021, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 and 540,699 common units of CWGS, LLC, respectively, in total to a college and hospital in 2022 (“2022 Common Unit Giftees”) and in total to a high school, university, and a charitable organization in 2021 (“2021 Common Unit Giftees”), which resulted in the corresponding 2,000,000 and 540,699 shares of

Class B common stock, respectively, being transferred to the 2022 Common Unit Giftees and 2021 Common Unit Giftees, respectively.

During the year ended December 31, 2022, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of the estate of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus A.

Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 common units of CWGS, LLC in total to a college and hospital in 2022 (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 of Class B common stock being transferred to the 2022 Common Unit Giftees.

On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided.

During December 2021, on the day following each of the gifts, the 2021 Common Unit Giftees redeemed the 540,699 common units of CWGS, LLC for 540,699 shares of the Company’s Class A common stock, which also resulted in the cancellation of 540,699 shares of the Company’s Class B common stock that had been transferred to the 2021 Common Unit Giftees with no additional consideration provided.

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

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

with no additional consideration provided.

The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity:

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($ in thousands)

Net income attributable to Camping World Holdings, Inc.

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

Transfers to non-controlling interests:

Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the public offering

Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options

Decrease in additional paid-in capital as a result of the vesting of restricted stock units

Increase (decrease) in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs

Decrease in additional paid-in capital as a result of the stock award to employee

Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee

(Decrease) increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs

Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock

Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

Change from net income attributable to Camping World Holdings, Inc.

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

and transfers to non-controlling interests

Equity-Based Compensation Plans

The following table summarizes the equity-based compensation that has been included in the following line items within the consolidated statements of operations during:

Stock-Based Compensation Plans

The following table summarizes the stock-based compensation that has been included in the following line items within the consolidated statements of operations during:

Year Ended December 31,

($ in thousands)

Equity-based compensation expense:

Stock-based compensation expense:

Costs applicable to revenue

Selling, general, and administrative

Total equity-based compensation expense

Total income tax benefit recognized related to equity-based compensation

Total stock-based compensation expense

Total income tax benefit recognized related to stock-based compensation

2016 Incentive Award Plan

In October 2016, the Company adopted the 2016 Plan under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of equity-based awards to employees, consultants or non-employee directors of the Company.

The Company does not intend to use cash to settle

any of its equity-based awards.

In October 2016, the Company adopted the 2016 Plan under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of stock-based awards to employees, consultants or non-employee directors of the Company through September 2026.

The Company does not intend to use cash to settle any of its stock-based awards.

Upon the exercise of a stock option award, the vesting of a restricted stock unit or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury.

Stock options and restricted stock units granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment.

Stock options and restricted stock units granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment, although vested stock options may generally be exercised for a limited period of time after termination.

Stock options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant.

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At December 31, 2024, 2023 and 2022, all stock options were fully vested.

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

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

The intrinsic value of stock options exercised was insignificant, $ 0.1 million and $ 0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The actual tax benefit for the tax deductions from the exercise of stock options was not significant for the years ended December 31, 2024, 2023 and 2022.

A summary of restricted stock unit activity for the year ended December 31, 2024 is as follows:

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These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

In December 2021, the Board of Directors of the Company awarded Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, an award of 510,986 shares of the Company’s Class A common stock having an aggregate grant-date fair value of $ 20.0 million or $ 39.14 per share, which was recognized as equity-based compensation expense during the year ended December 31, 2021.

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

Lemonis has not received compensation since the time of the Company’s initial public offering other than Company-provided benefits such as medical and dental insurance and related gross-ups.

Similar to the vesting of restricted stock units discussed above, this award to Mr.

Lemonis was net share settled such that the Company withheld shares with value equivalent to Mr.

Lemonis’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

The total shares withheld were based on the value of the shares of Class A common stock on the date of the award as determined by the Company’s closing stock price.

Total payments for Mr.

Lemonis’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows.

This net share settlement had the effect of a share repurchase by the Company as they reduced the number of shares that would have otherwise been issued as a result of the award and did not represent an expense to the Company.

The actual tax benefit for the tax deduction for this award was $ 2.6 million for the year ended December 31, 2021, which was subject to limitations on deductibility of executive compensation.

Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc.

In January 2025, the Company granted a total of 447,350 RSUs to employees with an aggregate grant date fair value of $ 9.8 million and weighted-average grant date fair value of $ 21.85 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years .

In January 2025, pursuant to the approval of the amended and restated employment agreement with Marcus A.

Lemonis, the Company granted Mr.

Lemonis (i) an award of 600,000 RSUs with a grant date fair value of $ 22.13 per RSU, which will be recognized, net of forfeitures, over a vesting period of approximately three years , and (ii) an award of performance stock units (“PSU”) under the 2016 Plan with respect to 750,000 PSUs if earned at “target” levels of performance, which will be eligible to vest based on the achievement of specified stock price hurdles over a three year performance period.

The PSUs have a weighted-average grant date fair value of $ 13.84 per PSU, which will be recognized over a weighted-average derived service period of approximately one year if the respective derived service period and/or vesting conditions are satisfied.

(Loss) Earnings Per Share

Basic (loss) earnings per share of Class A common stock is computed by dividing net (loss) income available to Camping World Holdings, Inc.

by the weighted-average number of shares of Class A common stock outstanding during the period.

Diluted earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc.

Diluted (loss) earnings per share of Class A common stock is computed by dividing net (loss) income available to Camping World Holdings, Inc.

by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A common stock:

Year Ended December 31,

(In thousands except per share amounts)

net income attributable to non-controlling interests

Net income attributable to Camping World Holdings, Inc.

Net (loss) income

net (loss) income attributable to non-controlling interests

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

reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock

Net income attributable to Camping World Holdings, Inc.

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

Weighted-average shares of Class A common stock outstanding — basic

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Weighted-average shares of Class A common stock outstanding — diluted

Earnings per share of Class A common stock — basic

Earnings per share of Class A common stock — diluted

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:

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

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

Weighted-average anti-dilutive securities excluded from the computation of diluted (loss) earnings per share of Class A common stock:

Stock options to purchase Class A common stock

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Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities.

As such, separate presentation of basic and diluted earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

As such, separate presentation of basic and diluted (loss) earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

Segment Information

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(i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail (see Note 1 – Summary of Significant Accounting Policies – Description of the Business for a discussion of the primary revenue generating activities of each segment).

The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance.

The Company’s chief operating decision maker is a group comprised of the Chief Executive Officer and the President.

Segment revenue includes intersegment revenue.

Segment income includes intersegment allocations for subsidiaries and shared resources.

Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows:

The reportable segments identified above represent operating segments that are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker (“CODM”) to allocate resources and assess performance.

The Company’s CODM is Marcus A.

Lemonis, the Company’s Chief Executive Officer.

The accounting policies of the reportable segments are the same as those described in Note 1 – Summary of Significant Accounting Policies except intersegment receivables and investments in intersegment entities, which are eliminated in the Company’s consolidated balance sheets, are not included in segment assets.

Intersegment revenues consist of segment revenues that are eliminated in the Company’s consolidated statements of operations.

Intersegment revenues include transactions with other segments and revenue recognition that differs between a segment standalone basis versus a consolidated basis, such as point-in-time recognition versus over-time recognition.

The reportable segments generally account for intersegment revenues with other segments at prices that approximate wholesale prices or discounted pricing to a third party depending on the nature of the intersegment sale.

The Company evaluates performance for all of its reportable segments based on Segment Adjusted EBITDA.

The Company defines “Segment Adjusted EBITDA” as the reportable segments’ total revenue less segment expenses which are comprised of (i) adjusted costs applicable to revenue, (ii) intersegment costs applicable to revenues, (iii) adjusted selling, general, and administrative expense, (iv) floor plan interest expense, and (v) other segment items.

Segment expenses exclude depreciation and amortization and certain

noncash and other items that the CODM does not consider in his evaluation of ongoing operating performance.

These excluded items include (a) stock-based compensation, (b) restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, and (c) loss and/or impairment on investments in equity securities.

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, the other associated costs category of expenses relating to those restructuring activities were not excluded from Segment Adjusted EBITDA as restructuring costs, since these costs are not expected to be significant in future periods.

For periods ended on or before December 31, 2022, loss and/or impairment on investments in equity securities were not excluded from Segment Adjusted EBITDA and these expenses were not significant for the year ended December 31, 2022.

The CODM uses Segment Adjusted EBITDA to allocate resources (including employees, property, and financial or other capital resources) for each segment predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual and/or forecast-to-actual Segment Adjusted EBITDA variances on a monthly basis when making decisions about allocating capital and personnel to the segments.

The CODM will also use Segment Adjusted EBITDA as a component of the compensation for certain employees and when considering opening new greenfield or acquired RV dealership locations, new Good Sam services, or changes to Good Sam service partners.

Reportable segment revenue, Segment Adjusted EBITDA, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows:

Year Ended December 31, 2024

($ in thousands)

Good Sam services and plans

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Total consolidated revenue

Year Ended December 31, 2023

($ in thousands)

Good Sam services and plans

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Total consolidated revenue

Year Ended December 31, 2022

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Good Sam Club

Total consolidated 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

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

(2) Adjusted costs applicable to revenue exclude 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.

Year Ended December 31,

($ in thousands)

Segment income:

Good Sam Services and Plans

RV and Outdoor Retail

Total segment income

Corporate & other

Good Sam Services and Plans Segment

RV and Outdoor Retail Segment

Total segment revenue

Intersegment eliminations

Total revenue

Segment Adjusted EBITDA:

Good Sam Services and Plans Segment

RV and Outdoor Retail Segment

Total Segment Adjusted EBITDA

Corporate selling, general, and administrative excluding stock-based compensation (1)

Depreciation and amortization

Long-lived asset impairment

Lease termination

(Gain) loss on sale or disposal of assets

Stock-based compensation (2)

Restructuring costs (3)

Loss and impairment on investments in equity securities (4)

Other interest expense, net

Tax Receivable Agreement liability adjustment

Loss and expense on debt restructure

Other expense, net

Income before income taxes

(1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense.

Corporate other expense, net

Intersegment eliminations (5)

(Loss) income before income taxes

(1) Corporate selling, general, and administrative excluding stock-based compensation represents corporate selling, general, and administrative expenses that are not allocated to the segments and are comprised primarily of the costs associated with being a public company.

This amount excludes the stock-based compensation relating to the Board of Directors for their service as board members that is not allocated to the segments, since it is presented as part of the stock-based compensation reconciling line item in this table.

(2) This stock-based compensation amount includes stock-based compensation allocated to the segments and stock-based compensation relating to the Board of Directors for their service as board members that is not allocated to the segments (See Note 21 — Stock-Based Compensation Plans).

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

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

These costs exclude lease termination costs, which are presented as a separate reconciling line item.

See Note 5 – Restructuring and Long-Lived Asset Impairment for additional information.

(4) 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 years ended December 31, 2024 and 2023, these amounts included $ 0.9 million and $ 1.3 million of impairment on an equity method investment, respectively.

(5) Represents the net impact of intersegment eliminations on (loss) income before income taxes.

Year Ended December 31,

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Current liabilities:

Income tax payable

Accrued liabilities

Current portion of liabilities under Tax Receivable Agreement

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Liabilities under Tax Receivable Agreement, net of current portion

Other long-term liabilities

Total liabilities

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Treasury stock, at cost;

4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively

none and 4,551 shares as of December 31, 2024 and 2023, respectively

Retained earnings

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Total operating expenses

Income from operations

Loss from operations

Interest income, net

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Tax Receivable Agreement liability adjustment

Other (expense) income, net

Equity in net income of subsidiaries

Income before income taxes

Other income, net

Equity in net (loss) income of subsidiaries

(Loss) income before income taxes

Income tax benefit (expense)

Net (loss) income

See accompanying Notes to Condensed Financial Information

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Operating activities

Adjustments to reconcile net income to net cash used in operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Equity in net income of subsidiaries

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Lent funds under Affiliate Loan

Net cash provided by investing activities

Repaid funds under Affiliate Loan

Net cash (used in) provided by investing activities

Financing activities

Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts and commissions

Dividends paid to Class A common stockholders

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Disgorgement of short-swing profits by Section 16 officer

Net cash used in financing activities

(Decrease) increase in cash and cash equivalents

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

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Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $ 150.4 million and $ 162.8 million as of December 31, 2024 and 2023, respectively.

Revisions to Prior Period Condensed Financial Statements

Subsequent to the issuance of the Parent Company's condensed financial statements for the year ended December 31, 2023, the Parent Company's management identified prior period misstatements related to the measurement of the realizable portion of the Parent Company’s outside basis difference deferred tax asset in CWGS, LLC, including the associated valuation allowance.

The Parent Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No.

99, Materiality, and SAB No.

However, correcting the cumulative error during the year ended December 31, 2024 would have been material to the current period.

Therefore, the Parent Company has revised the condensed financial statements for the prior periods presented, including the comparative prior period amounts in the applicable notes to the condensed financial statements.

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed balance sheet for the period indicated:

As of December 31, 2023

($ in thousands)

As Previously Reported

Deferred tax assets, net

Additional paid-in capital

Retained earnings

Total stockholders' equity

Total liabilities and stockholders' equity

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed statement of income (loss) for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands)

As Previously Reported

Income tax benefit (expense)

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed statement of cash flows for the periods indicated.

These immaterial misstatements resulted in no change in net cash used in operating activities for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands)

As Previously Reported

Deferred income taxes

Affiliate Loan

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

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

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

At December 31, 2024 and 2023, the Borrower had outstanding balances of $ 6.0 million and $ 30.0 million, respectively, under the Affiliate Loan that were each repaid with accrued interest early in January of the following year.

At December 31, 2024 and 2023, the interest rate on the Affiliate Loan was 10.86 % and 11.86 %, respectively, and accrued interest was less than $ 0.1 million at December 31, 2024 and 2023.

Commitments and Contingencies

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See Note 12 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement.

described in Note 12 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc.

As described in Note 12 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc.

over the term of the tax receivable agreement and (ii) future changes in tax laws.

As of December 31, 2024 and 2023, liabilities under the tax receivable agreement totaled $ 150.4 million and $ 162.8 million, respectively.

See Note 14 to the consolidated financial statements for information regarding pending and threatened litigation and Note 1 to the consolidated financial statements for information about the February 2022 cybersecurity incident.

The Parent Company does not expect a cash tax reduction for tax benefits subject to the Tax Receivable Agreement during the year ended December 31, 2024 and, therefore, does not expect a payment under the Tax Receivable Agreement to be made during the year ending December 31, 2025.

See Note 14 to the consolidated financial statements for information regarding pending and threatened litigation.

Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation and cybersecurity incidents.

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The LLC Conversion will allow CWGS, LLC to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

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

During the year ended December 31, 2023, the above LLC Conversion resulted in additional income tax benefit for the Parent Company of $ 3.1 million.

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

November 2024 Public Offering

On November 1, 2024, the Parent Company completed a public offering (the “November 2024 Public Offering”) in which the Parent Company sold 14,634,146 shares of the Parent Company’s Class A common stock at a public offering price of $ 20.50 per share (or $ 19.81 per share after underwriting discounts and commissions).

The Parent Company received $ 289.9 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 14,634,146 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.

Additionally, in November 2024, the underwriters exercised their option to purchase an additional 2,195,121 shares of Class A common stock and the Parent Company received $ 43.5 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 2,195,121 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.

Of the 16,829,267 shares Class A common stock sold in the November 2024 Public Offering, 4,228,700 were issued from treasury stock and the remainder were newly-issued shares.

CWGS, LLC, on behalf of the Parent Company, incurred approximately $ 1.0 million of offering costs that were recorded as a reduction in the additional paid-in capital recorded by the Parent Company for the proceeds from the November 2024 Public Offering.

Stock Repurchase Program

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

During the years ended December 31, 2024 and 2023, the Parent Company did not repurchase Class A common stock under the stock repurchase program.

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

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

During the years ended December 31, 2023 and 2022, the Parent Company reissued 579,176 and 852,508 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Parent Company’s 2016 Incentive Award Plan.

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

During the years ended December 31, 2024, 2023 and 2022, the Parent Company reissued 322,271 , 579,176 and 852,508 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other stock-based awards under the Parent Company’s 2016 Incentive Award Plan.

As discussed in Note 7 — November 2024 Public Offering, the Company reissued 4,228,700 shares of Class A common stock held as treasury in the November 2024 Public Offering.

As of December 31, 2024, the remaining approved

amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million.

Statements of Cash Flows

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Year Ended December 31,

Cash paid (refunded) during the period for:

Non-cash financing activities:

Cash (refunded) paid during the period for:

Noncash financing activities:

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

Cost of treasury stock issued for vested restricted stock units

Cost of treasury stock issued for stock award to employee

Valuation and Qualifying Accounts

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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 8. Financial Statements and Supplementary Data