Camping World Holdings, Inc. 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included in Part II, Item 8 of this Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of this Form 10-K, the “Cautionary Note Regarding Forward-Looking Statements” and in other parts of this Form 10-K. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis. For purposes of this Form 10-K, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is December 31, 2024, our most recently completed fiscal quarter. Overview Camping World Holdings, Inc. (together with its subsidiaries) is the world’s largest retailer of recreational RVs and related products and services. Through our Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor adventures fun and easy. We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of highly-specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enables us to connect with our customers as stewards of an outdoor and recreational lifestyle. On December 31, 2024, we operated a total of 206 store locations, with all of them selling and/or servicing RVs. See Note 1 ─ Summary of Significant Accounting Policies ─ Description of the Business to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. A summary of the changes in quantities and types of retail stores and changes in same stores from December 31, 2023 to December 31, 2024, are in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV RV Service & ​ ​ ​ Same ​ Dealerships Retail Centers ​ Total ​ Store (1) Number of store locations as of December 31, 2023 ​ 198 ​ 4 ​ 202 ​ 166 Opened ​ 17 ​ — ​ 17 ​ — Closed ​ (11) ​ (2) ​ (13) ​ (7) Achieved designation of same store (1) ​ — ​ — ​ — ​ 16 Number of store locations as of December 31, 2024 ​ 204 ​ 2 ​ 206 ​ 175 ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Our same store revenue and unit sales calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. See “Results of Operations” below for same store revenue and unit sales. During the first quarter of 2025, we expect to open twelve RV dealerships, convert one RV service and retail center into an RV dealership, and close two RV dealerships. Segments We operate two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. See Note 1 — Summary of Significant Accounting Policies — 56 Table of Contents Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments. The following table presents percentages of total revenue and total Segment Adjusted EBITDA for our two reportable segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 ​ 2023 2022 As percentage of total revenue: ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ 3.2% ​ ​ 3.1% ​ ​ 2.8% RV and Outdoor Retail ​ 96.8% ​ ​ 96.9% ​ ​ 97.2% As percentage of total Segment Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ 49.0% ​ ​ 37.1% ​ ​ 14.2% RV and Outdoor Retail ​ 51.0% ​ ​ 62.9% ​ ​ 85.8% ​ Strategic Review On January 17, 2024, we announced that we were reviewing potential strategic alternatives for our Good Sam business. In conducting that review, we came to the decision that the greatest value to the Company can be achieved through retaining the Good Sam business. We have deepened our appreciation for the non-cyclical nature of the business and recognize the large growth potential of the business over multiple vectors in the outdoor and recreational space. Going forward, we expect that Good Sam will continue to benefit from its relationship with the Camping World brand and store footprint but will be empowered to operate independently to drive growth. Key Performance Indicators We evaluate the results of our overall business based on a variety of factors, including the number of Active Customers and Good Sam members, revenue and same store revenue, vehicle units, and same store vehicle units, gross profit and gross profit per vehicle sold, gross margin, finance and insurance per vehicle (“PV”), vehicle inventory turnover, Adjusted EBITDA and Adjusted EBITDA margin, and selling, general and administrative expenses (“SG&A”) excluding stock-based compensation (“SBC”). Same store revenue. Same store revenue measures the performance of a store location during the current reporting period against the performance of the same store location in the corresponding period of the previous year. Our same store revenue calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. As of December 31, 2024 and 2023, we had a base of 175 and 166 same stores, respectively. For the years ended December 31, 2024 and 2023, our aggregate same store revenue was $5.2 billion and $5.5 billion, respectively. With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales has in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue. Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles. From 2015 to 2024, total new vehicle travel trailer units have increased from 62% to 78% of total new vehicle unit sales. From 2015 to 2024 our average selling price of a new vehicle unit increased 1% from $39,853 to $40,089, as inflation over that period was partially offset by the higher mix of lower priced travel trailers. Gross Profit and Gross Margins . Gross profit is our total revenue less our total costs applicable to revenue. Our total costs applicable to revenue primarily consists of the cost of goods and cost of sales, exclusive of depreciation and amortization. Gross margin is gross profit as a percentage of revenue. Our gross profit is variable in nature and generally follows changes in our revenue. Sales of new vehicles generally result in a lower gross margin than other areas of our business, including used vehicles, repair service and installation work, RV equipment and accessories, outdoor equipment and accessories and finance and insurance products. While gross margins for our RV and Outdoor Retail segment are lower than 57 Table of Contents gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue. We believe the overall growth of our RV and Outdoor Retail segment will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and Plans to our Active Customer base. Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin are some of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA and Adjusted EBITDA Margin are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance as follows: • as a measurement of operating performance to assist us in comparing the operating performance of our business on a consistent basis, and remove the impact of items not directly resulting from our core operations; • for planning purposes, including the preparation of our internal annual operating budget and financial projections; and • to evaluate the performance and effectiveness of our operational strategies. For the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize these non-GAAP financial measures and their limitations, see “Non-GAAP Financial Measures” below. SG&A Excluding SBC as a Percentage of Gross Profit. SG&A Excluding SBC is a significant component of our Adjusted EBITDA and Adjusted EBITDA Margin. SBC is excluded from the determination of Adjusted EBITDA and Adjusted EBITDA Margin. Our ability to control costs within SG&A Excluding SBC and the extent to which these expenses are variable with gross profit are a significant focus of our management and we believe they are a focus of analysts, investors, and other interested parties to evaluate companies in our industry. For a definition of SG&A Excluding SBC, a reconciliation of SG&A Excluding SBC to SG&A, and a further discussion of how we utilize this non-GAAP financial measure and its limitations, see “Non-GAAP Financial Measures” below. Industry Trends According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2024 were 333,733 units, 6.6% greater than in 2023. This positive trend is highlighted by a 7.6% rise in December 2024 shipments with 23,153 units shipped compared to 21,522 units shipped in the same period in 2023. The per unit cost of new vehicles in fiscal year 2023 was significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates. These higher costs were partially mitigated by the higher average selling prices on new vehicles initially, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2023, as a result of these higher costs. We experienced a 4.3% decrease in the average sale price of new vehicles during fiscal year 2023 compared to 2022, driven by more price sensitive customers in a higher interest rate environment. 58 Table of Contents Since certain of our RV manufacturers had indicated that they expected new towable vehicle average manufacturer selling prices to decline by up to 10% for 2024 model year vehicles, we focused on clearing out a significant portion of our pre-2024 model year new vehicles primarily during the fourth quarter of 2023 and early 2024 to improve the mix of our new vehicle inventory toward the lower cost 2024 model year vehicles. These new vehicle cost decreases further decreased average selling prices of new vehicles in 2024. For the year ended December 31, 2024, overall new vehicle gross margins decreased 112 basis points to 14.4%, as our average selling price per vehicle decreased 8.6% while our average cost per vehicle decreased 7.4%. Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain used vehicles as a lower cost alternative to new vehicles, which has negatively impacted used vehicle gross margins. We also experienced lower used vehicle inventory levels in 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines. During the fourth quarter of 2024, we took steps to reverse the trend of decreasing used vehicle revenue and unit sales, which resulted in an 8.2% increase in used vehicle revenue and 11.4% increase in used vehicle unit sales in the fourth quarter of 2024. We are closely monitoring U.S. trade policy developments with countries from which we source product and equipment, such as China, Mexico, and Canada. There is uncertainty as to the extent and duration of additional tariffs that have or may be imposed on imports from these countries. We have made adjustments to our procurement practices to partially mitigate certain of the potential negative effects that additional tariffs may impose on the sourcing of our inventory and equipment. Additionally, many of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers. In 2024, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $27.0 million, $10.0 million and $2.0 million, respectively. Financial Institutions The Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. Inflation As noted in “Industry Trends” above, we have experienced, and continue to experience, reduced cost and average selling prices with respect to new vehicles and, as a byproduct of the new vehicle pricing decrease, used vehicles. New and used vehicles regularly represent a majority of our costs. However, inflationary factors, such as increases to our product cost, overhead costs, or tariffs on imported product or components used by RV manufacturers, have in the past adversely affected and may in the future adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs. We finance substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements. Inflationary increases in the costs of new and/or used vehicles financed through the revolving floor plan arrangement result in an increase in the outstanding principal balance of the revolving floor plan arrangement. Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Further, the cost of remodeling acquired RV dealership locations and constructing new RV dealership locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new RV dealership locations. Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation. Restructuring In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”), which was substantially complete by December 31, 2021. On March 1, 2023, our 59 Table of Contents management determined to implement plans (the “Active Sports Restructuring”), which were substantially complete by December 31, 2023. For the 2019 Strategic Shift the remaining potential ongoing charges related to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities. The timing of sublease and/or termination negotiations will vary as both are contingent on landlord approvals. We expect that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $3.5 million per year. During the year ended December 31, 2024, the Company terminated the final significant lease under the Active Sports Restructuring that included a $1.5 million lease termination fee that was paid in October 2024. The Company does not expect any further costs under the Active Sports Restructuring beyond insignificant lease costs of less than $0.2 million per year. See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Our Corporate Structure Impact on Income Taxes Our corporate structure is commonly referred to as an “Up-C” structure and typically results in a different relationship between income before income taxes and income tax expense than would be experienced by most public companies with a more traditional corporate structure. More traditional structures are typically comprised predominately of Subchapter C corporations (“C-Corps”) and/or lacking significant non-controlling interests with holdings through limited liability companies or partnerships. Typically, most of our income tax expense is recorded at the CWH level, our public holding company, based on its allocation of taxable income from CWGS, LLC. More specifically, CWH is organized as a C-Corp and, as of December 31, 2024, is a 61.0% owner of CWGS, LLC. CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such is generally not subject to any U.S. federal entity-level income taxes (“Pass-Through”), with the exception of Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are active C-Corps embedded within the CWGS, LLC structure. As discussed below, prior to 2023, Camping World, Inc. (“CW”) and its wholly-owned subsidiaries were also C-Corps embedded within the CWGS, LLC structure. By January 2, 2023, the “LLC Conversion” (see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) was completed. Beginning with the year ended December 31, 2024, the LLC Conversion has allowed and we expect will continue to allow certain losses that previously would have been confined within the C-Corp portion of CWGS, LLC to instead offset a portion of income generated by the Pass-Through portion of CWGS, LLC, which reduces the amount of income tax expense recorded by CWH. The LLC Conversion has and we expect will continue to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ended December 31, 2023. CWH receives an allocation of its share of the net income of CWGS, LLC based on CWH’s weighted-average ownership of CWGS, LLC for the period. CWH recognizes income tax expense on its pre-tax income including its portion of this income allocation from CWGS, LLC primarily relating to Pass-Through entities. The income tax relating to the net income of CWGS, LLC allocated to CWH that relates to separately taxed C-Corp entities is recorded within the consolidated results of CWGS, LLC. No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interests other than income tax expense recorded by CWGS, LLC. Rather, tax distributions are paid to the non-controlling interest holders, which are recorded as distributions to holders of LLC common units in the consolidated statements of cash flows. CWH is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of CWGS, LLC and is taxed at the prevailing corporate tax rates. For the years ended December 31, 2024, 2023 and 2022, the Company used blended statutory tax rate assumptions between 25.0% and 25.4%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc. — basic and diluted (see “Non-GAAP Financial Measures” in Part II, Item 7 of this Form 10-K). CWGS, LLC may be liable for various other state and local taxes. 60 Table of Contents The following table presents the allocation of CWGS, LLC’s C-Corp and Pass-Through net income to CWH, the allocation of CWGS, LLC’s net (loss) income to non-controlling interests, income tax benefit (expense) recognized by CWH, and other items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2024 ​ 2023 2022 C-Corp portion of CWGS, LLC net income allocated to CWH ​ $ 2,876 ​ $ 3,776 ​ $ (37,500) ​ Pass-Through portion of CWGS, LLC net (loss) income allocated to CWH ​ ​ (56,318) ​ ​ 17,687 ​ ​ 252,771 ​ CWGS, LLC net (loss) income allocated to CWH ​ ​ (53,442) ​ ​ 21,463 ​ ​ 215,271 ​ CWGS, LLC net (loss) income allocated to noncontrolling interests ​ ​ (40,243) ​ ​ 19,557 ​ ​ 214,084 ​ CWGS, LLC net (loss) income ​ ​ (93,685) ​ ​ 41,020 ​ ​ 429,355 ​ Tax Receivable Agreement liability adjustment ​ ​ — ​ ​ 2,442 ​ ​ 114 ​ Income tax benefit (expense) recorded by CWH ​ ​ 13,533 ​ ​ 8,064 ​ ​ (92,253) ​ Other incremental CWH net income ​ ​ 1,272 ​ ​ 1,403 ​ ​ 616 ​ Net (loss) income ​ $ (78,880) ​ $ 52,929 ​ $ 337,832 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table presents further information on income tax benefit (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2024 ​ 2023 2022 Income tax benefit (expense) recorded by CWH (1) ​ $ 13,533 ​ $ 8,064 ​ $ (92,253) ​ Income tax expense recorded by CWGS, LLC (2) ​ ​ (2,156) ​ ​ (4,537) ​ ​ (20,030) ​ Income tax benefit (expense) ​ $ 11,377 ​ $ 3,527 ​ $ (112,283) ​ (1) During the year ended December 31, 2024, this amount included $11.4 million of income tax benefit related to federal net operating losses and $5.5 million related to state net operating losses. During the year ended December 31, 2023, this amount included $3.1 million of net income tax benefit related to the LLC Conversion and the realization of a portion of outside basis in CWGS, LLC, which previously had a valuation allowance. Additionally, the Company recorded an income tax benefit of $4.1 million related to an entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023. During the year ended December 31, 2022, this amount included $13.3 million of income tax expense related to the LLC Conversion. This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. During the years ended December 31, 2023 and 2022, the Company recorded $15.3 million of income tax benefit and $12.5 million of income tax expense, respectively, related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC. See Note 1 – Summary of Significant Accounting Policies – Revisions to Prior Period Consolidated Financial Statements and Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (2) During the year ended December 31, 2023, this amount included $2.9 million of income tax benefit related to CW state unitary net operating losses. During the year ended December 31, 2022, this amount included $15.2 million of income tax expense related to the LLC Conversion. This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. ​ 61 Table of Contents Results of Operations Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following tables set forth information comparing the components of net income for the years ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ Favorable/ (Unfavorable) ​ ($ in thousands) Amount Revenue Amount Revenue $ % Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 194,575 ​ 3.2% ​ $ 193,827 ​ 3.1% ​ $ 748 ​ 0.4% ​ RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,825,640 ​ 46.3% ​ ​ 2,576,278 ​ 41.4% ​ ​ 249,362 ​ 9.7% ​ Used vehicles ​ ​ 1,613,849 ​ 26.5% ​ ​ 1,979,632 ​ 31.8% ​ ​ (365,783) ​ (18.5%) ​ Products, service and other ​ ​ 820,111 ​ 13.4% ​ ​ 870,038 ​ 14.0% ​ ​ (49,927) ​ (5.7%) ​ Finance and insurance, net ​ ​ 599,718 ​ 9.8% ​ ​ 562,256 ​ 9.0% ​ ​ 37,462 ​ 6.7% ​ Good Sam Club ​ ​ 46,081 ​ 0.8% ​ ​ 44,516 ​ 0.7% ​ ​ 1,565 ​ 3.5% ​ Subtotal ​ ​ 5,905,399 ​ 96.8% ​ ​ 6,032,720 ​ 96.9% ​ ​ (127,321) ​ (2.1%) ​ Total revenue ​ ​ 6,099,974 ​ 100.0% ​ ​ 6,226,547 ​ 100.0% ​ ​ (126,573) ​ (2.0%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit (exclusive of depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 123,849 ​ 2.0% ​ ​ 134,436 ​ 2.2% ​ ​ (10,587) ​ (7.9%) ​ RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 407,471 ​ 6.7% ​ ​ 400,459 ​ 6.4% ​ ​ 7,012 ​ 1.8% ​ Used vehicles ​ ​ 296,697 ​ 4.9% ​ ​ 405,394 ​ 6.5% ​ ​ (108,697) ​ (26.8%) ​ Products, service and other ​ ​ 356,471 ​ 5.8% ​ ​ 336,413 ​ 5.4% ​ ​ 20,058 ​ 6.0% ​ Finance and insurance, net ​ ​ 599,718 ​ 9.8% ​ ​ 562,256 ​ 9.0% ​ ​ 37,462 ​ 6.7% ​ Good Sam Club ​ ​ 41,290 ​ 0.7% ​ ​ 39,691 ​ 0.6% ​ ​ 1,599 ​ 4.0% ​ Subtotal ​ ​ 1,701,647 ​ 27.9% ​ ​ 1,744,213 ​ 28.0% ​ ​ (42,566) ​ (2.4%) ​ Total gross profit ​ ​ 1,825,496 ​ 29.9% ​ ​ 1,878,649 ​ 30.2% ​ ​ (53,153) ​ (2.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SG&A ​ ​ 1,573,117 ​ 25.8% ​ ​ 1,538,988 ​ 24.7% ​ ​ (34,129) ​ (2.2%) ​ Depreciation and amortization ​ ​ 81,190 ​ 1.3% ​ ​ 68,643 ​ 1.1% ​ ​ (12,547) ​ (18.3%) ​ Long-lived asset impairment ​ ​ 15,061 ​ 0.2% ​ ​ 9,269 ​ 0.1% ​ ​ (5,792) ​ (62.5%) ​ Lease termination ​ ​ (2,297) ​ (0.0%) ​ ​ (103) ​ (0.0%) ​ ​ 2,194 ​ n/m ​ Loss (gain) on sale or disposal of assets ​ ​ 9,855 ​ 0.2% ​ ​ (5,222) ​ (0.1%) ​ ​ (15,077) ​ n/m ​ Total operating expenses ​ ​ 1,676,926 ​ 27.5% ​ ​ 1,611,575 ​ 25.9% ​ ​ (65,351) ​ (4.1%) ​ Income from operations ​ ​ 148,570 ​ 2.4% ​ ​ 267,074 ​ 4.3% ​ ​ (118,504) ​ (44.4%) ​ Other expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floor plan interest expense ​ ​ (95,121) ​ (1.6%) ​ ​ (83,075) ​ (1.3%) ​ ​ (12,046) ​ (14.5%) ​ Other interest expense, net ​ ​ (140,444) ​ (2.3%) ​ ​ (135,270) ​ (2.2%) ​ ​ (5,174) ​ (3.8%) ​ Tax Receivable Agreement liability adjustment ​ ​ — ​ 0.0% ​ ​ 2,442 ​ 0.0% ​ ​ (2,442) ​ (100.0%) ​ Other expense, net ​ ​ (3,262) ​ (0.1%) ​ ​ (1,769) ​ (0.0%) ​ ​ (1,493) ​ (84.4%) ​ Total other expense ​ ​ (238,827) ​ (3.9%) ​ ​ (217,672) ​ (3.5%) ​ ​ (21,155) ​ (9.7%) ​ (Loss) income before income taxes ​ ​ (90,257) ​ (1.5%) ​ ​ 49,402 ​ 0.8% ​ ​ (139,659) ​ n/m ​ Income tax benefit ​ ​ 11,377 ​ 0.2% ​ ​ 3,527 ​ 0.1% ​ ​ 7,850 ​ 222.6% ​ Net (loss) income ​ ​ (78,880) ​ (1.3%) ​ ​ 52,929 ​ 0.9% ​ ​ (131,809) ​ n/m ​ Less: net (loss) income attributable to non-controlling interests ​ ​ 40,243 ​ 0.7% ​ ​ (19,557) ​ (0.3%) ​ ​ 59,800 ​ n/m ​ Net (loss) income attributable to Camping World Holdings, Inc. ​ $ (38,637) ​ (0.6%) ​ $ 33,372 ​ 0.5% ​ $ (72,009) ​ n/m ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m- not meaningful 62 Table of Contents Supplemental Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ Percent ​ ​ 2024 2023 (decrease) ​ Change Unit sales ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 70,484 ​ ​ 58,731 ​ ​ 11,753 ​ ​ ​ 20.0% Used vehicles ​ ​ 51,032 ​ ​ 56,823 ​ ​ (5,791) ​ ​ ​ (10.2%) Total ​ ​ 121,516 ​ ​ 115,554 ​ ​ 5,962 ​ ​ ​ 5.2% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average selling price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 40,089 ​ $ 43,866 ​ $ (3,777) ​ ​ ​ (8.6%) Used vehicles ​ ​ 31,624 ​ ​ 34,839 ​ ​ (3,215) ​ ​ ​ (9.2%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store unit sales (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 62,915 ​ ​ 54,692 ​ ​ 8,223 ​ ​ ​ 15.0% Used vehicles ​ ​ 46,063 ​ ​ 53,928 ​ ​ (7,865) ​ ​ ​ (14.6%) Total ​ ​ 108,978 ​ ​ 108,620 ​ ​ 358 ​ ​ ​ 0.3% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store revenue (1) ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 2,527,743 ​ $ 2,408,770 ​ $ 118,973 ​ ​ ​ 4.9% Used vehicles ​ ​ 1,448,546 ​ ​ 1,876,020 ​ ​ (427,474) ​ ​ ​ (22.8%) Products, service and other ​ ​ 648,245 ​ ​ 675,446 ​ ​ (27,201) ​ ​ ​ (4.0%) Finance and insurance, net ​ ​ 537,293 ​ ​ 530,815 ​ ​ 6,478 ​ ​ ​ 1.2% Total ​ $ 5,161,827 ​ $ 5,491,051 ​ $ (329,224) ​ ​ ​ (6.0%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average gross profit per unit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 5,781 ​ $ 6,819 ​ $ (1,038) ​ ​ ​ (15.2%) Used vehicles ​ ​ 5,814 ​ ​ 7,134 ​ ​ (1,320) ​ ​ ​ (18.5%) Finance and insurance, net per vehicle unit ​ ​ 4,935 ​ ​ 4,866 ​ ​ 69 ​ ​ ​ 1.4% Total vehicle front-end yield (2) ​ ​ 10,730 ​ ​ 11,840 ​ ​ (1,110) ​ ​ ​ (9.4%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 63.7% ​ ​ 69.4% ​ ​ (571) bps ​ ​ ​ New vehicles ​ ​ 14.4% ​ ​ 15.5% ​ ​ (112) bps ​ ​ ​ Used vehicles ​ ​ 18.4% ​ ​ 20.5% ​ ​ (209) bps ​ ​ ​ Products, service and other ​ ​ 43.5% ​ ​ 38.7% ​ ​ 480 bps ​ ​ ​ Finance and insurance, net ​ ​ 100.0% ​ ​ 100.0% ​ ​ unch ​ ​ ​ ​ Good Sam Club ​ ​ 89.6% ​ ​ 89.2% ​ ​ 44 bps ​ ​ ​ Subtotal RV and Outdoor Retail ​ ​ 28.8% ​ ​ 28.9% ​ ​ (10) bps ​ ​ ​ Total gross margin ​ ​ 29.9% ​ ​ 30.2% ​ ​ (25) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail locations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV dealerships ​ ​ 204 ​ ​ 198 ​ ​ 6 ​ ​ ​ 3.0% RV service & retail centers ​ ​ 2 ​ ​ 4 ​ ​ (2) ​ ​ ​ (50.0%) Total ​ ​ 206 ​ ​ 202 ​ ​ 4 ​ ​ ​ 2.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV and Outdoor Retail inventories ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 1,241,533 ​ $ 1,378,403 ​ $ (136,870) ​ ​ ​ (9.9%) Used vehicles ​ ​ 413,546 ​ ​ 464,833 ​ ​ (51,287) ​ ​ ​ (11.0%) Products, parts, accessories and misc. ​ ​ 166,495 ​ ​ 199,261 ​ ​ (32,766) ​ ​ ​ (16.4%) Total RV and Outdoor Retail inventories ​ $ 1,821,574 ​ $ 2,042,497 ​ $ (220,923) ​ ​ ​ (10.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory per location ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory per dealer location ​ $ 6,086 ​ $ 6,962 ​ $ (876) ​ ​ ​ (12.6%) Used vehicle inventory per dealer location ​ ​ 2,027 ​ ​ 2,348 ​ ​ (321) ​ ​ ​ (13.7%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory turnover (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory turnover ​ ​ 1.8 ​ ​ 1.8 ​ ​ 0.0 ​ ​ ​ 2.0% Used vehicle inventory turnover ​ ​ 3.3 ​ ​ 2.9 ​ ​ 0.4 ​ ​ ​ 14.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Active Customers (4) ​ ​ 4,487,313 ​ ​ 4,959,723 ​ ​ (472,410) ​ ​ ​ (9.5%) Good Sam Club members (5) ​ ​ 1,753,798 ​ ​ 2,027,353 ​ ​ (273,555) ​ ​ ​ (13.5%) Service bays (6) ​ ​ 2,812 ​ ​ 2,757 ​ ​ 55 ​ ​ ​ 2.0% Finance and insurance gross profit as a % of total vehicle revenue ​ ​ 13.5% ​ ​ 12.3% ​ ​ 117 bps ​ ​ n/a Same store locations ​ ​ 175 ​ ​ n/a ​ ​ n/a ​ ​ ​ n/a ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 63 Table of Contents ​ unch -unchanged bps- basis points n/a- not applicable ​ (1) Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. (2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales. (3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months. (4) An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. (5) Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits. (6) A service bay is a fully-constructed bay dedicated to service, installation, and/or collision offerings. Revenue and Gross Profit Good Sam Services and Plans Good Sam Services and Plans revenue increased slightly as increased contracts in force for our Good Sam Insurance Agency programs and the introduction of our new tire rescue roadside assistance program were partially offset by reduced contracts in force for our traditional roadside assistance programs. Good Sam Services and Plans gross profit and gross margin decreased primarily due to the nonrecurrence in 2024 of $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023, incremental roadside assistance claims costs in 2024 and reduced policies in force for our roadside assistance programs, partially offset by increased contracts in force for our Good Sam Insurance Agency programs. RV and Outdoor Retail New vehicles New vehicles revenue increased primarily due to a 20.0% increase in the number of new vehicles sold, partially offset by an 8.6% decrease in the average selling price per new vehicle sold driven primarily by the lower cost of 2024 model year travel trailers and discounting of pre-2024 model year new vehicles. On a same store basis, new vehicles revenue increased 4.9% to $2.5 billion with an increase in the number of new vehicles sold of 15.0%, which was partially offset by an 8.8% decrease in the average selling price per new vehicle sold (see Industry Trends above in Item 7 of Part II of this Form 10-K for further discussion of new vehicle average selling prices and cost). New vehicles gross profit increased primarily due to the increase in new vehicles sold, partially offset by the lower gross profit per new vehicle. The lower gross profit per new vehicle and 112 basis point decrease in new vehicle gross margin was driven by the 8.6% decrease in average selling price per new vehicle sold, which was mostly offset by a 7.4% decrease in average cost per new vehicle sold resulting primarily from the lower cost 2024 model year travel trailers. Used vehicles Used vehicles revenue decreased primarily due to a 10.2% reduction in the number of used vehicles sold and a 9.2% decrease in the average selling price per used vehicle sold. The decrease in used vehicles sold was due in large part to slowed procurement of used vehicles. This reduced availability and decrease in average selling price of used vehicles were largely a byproduct of the lower cost and selling price of 2024 model year new vehicles, which impacted used vehicles as discussed in “Industry Trends” above. On a same store 64 Table of Contents basis, used vehicles revenue decreased 22.8% to $1.4 billion, resulting from a 14.6% decrease in used vehicles sold and a 9.6% decrease in average sales price per used vehicle sold. Used vehicles gross profit decreased primarily due to the decrease in used vehicles sold and the lower gross profit per used vehicle sold. The lower gross profit per used vehicle and a 209 basis point decrease in used vehicle gross margin was driven by the 9.2% decrease in average selling price per used vehicle sold, partially offset by the 6.8% decrease in average cost per used vehicle sold. Products, service and other Products, service and other revenue decreased primarily due to a reduction in sales activity resulting from our Active Sports Restructuring, the divestiture of our RV furniture business, and fewer used vehicles sold leading to a decline in retail product attachment to vehicle sales, as used vehicles experience higher retail product attachment than new vehicles. This revenue decrease was partially offset by increases in RV service revenue. On a same store basis, products, service and other revenue decreased 4.0% to $648.2 million. Products, service and other gross profit increased primarily due to higher labor billing rates and billable hours. The increase in products, service and other gross margin was primarily due to higher labor billing rates resulting from increased demand and increased technician wages, a higher proportion of billable labor, product discounting associated with restructuring of our Active Sports business in 2023, and margin improvement associated with the sale of our RV furniture business in the second quarter of 2024. Finance and insurance, net Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue increased $37.5 million, which was primarily a result of an increased number of contracts sold from the increased vehicles sold. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 13.5%, an increase from 12.3%. On a same store basis, finance and insurance, net revenue increased 1.2%. Good Sam Club Good Sam Club revenue increased mostly due to an additional $2.8 million of favorable adjustments to our loyalty point liability from changes in our estimates of breakage and point value, an additional $1.7 million of revenue from enhancements to the co-branded credit card program in late 2023 to incorporate our loyalty points program into the credit card rewards, and an increased rate per annual membership, partially offset by a decrease in Good Sam Club enrollment, excluding free basic plan members. The decrease in Good Sam Club members resulted from an increase in the standard membership price and the introduction of the free basic plan in late 2023 that provides for limited participation in the loyalty point program without access to the remaining member benefits. Operating Expenses and Other SG&A SG&A increased primarily due to $29.4 million of additional advertising expenses, and $7.3 million of additional employee compensation costs, consisting of a $9.3 million increase in employee cash compensation expenses partially offset by a $2.0 million decrease in SBC expenses. Depreciation and amortization Depreciation and amortization increased primarily from $7.9 million of additional amortization of finance lease assets that included the conversion of six property operating leases to finance leases. The remaining 65 Table of Contents increase was primarily from additional depreciation on property and equipment for new store locations added in 2024 and late 2023. Long-lived asset impairment As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $15.1 million of long-lived asset impairments in 2024, relating to operating lease assets, leasehold improvements, and buildings and improvements. We recognized $9.3 million of long-lived asset impairments in 2023, of which $6.6 million related to the 2023 Active Sports Restructuring. Lease Termination We recognized a $2.3 million gain from lease terminations in 2024, which represented $6.8 million from the derecognition of the operating lease assets and liabilities and other lease costs relating to the terminated leases, partially offset by $4.5 million of cash payments to terminate those leases. Loss (gain) on sale or disposal of assets The increased loss on sale or disposal of assets in 2024 was driven primarily by the divestiture of our RV furniture business that resulted in a loss of $7.1 million (see Note 6 – Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). Additionally, the gain on sale or disposal of assets in 2023 related primarily to the sale of properties. Floor plan interest expense The significant increase in floor plan interest expense was primarily due to increased average floor plan balances and a 60 basis point increase in the average floor plan borrowing rate. The average interest rates for the Floor Plan Facility for the years ended December 31, 2024 and 2023 were 7.63% and 7.03%, respectively. Other interest expense, net Other interest expense, net increased primarily due to a higher average principal balance from increased borrowings with higher average interest rates on the Company’s Real Estate Facilities, and a 20 basis point increase in the Term Loan Facility average interest rate (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). The average interest rate for the Term Loan Facility for the years ended December 31, 2024 and 2023 was 7.80% and 7.60%, respectively. The average interest rate on the M&T Real Estate Facility for years ended December 31, 2024 and 2023 was 7.45% and 7.10%, respectively Other expense, net Other expense, net primarily represents loss and impairment on investments in equity securities which included impairment on investments in equity securities of $0.9 million and $1.3 million in 2024 and 2023, respectively. 66 Table of Contents Tax Receivable Agreement Liability adjustment The Tax Receivable Agreement Liability adjustment for 2023 consisted of a $2.4 million benefit, related to a remeasurement from changes in blended state income tax rates. Income tax benefit Income tax benefit increased primarily due to the reduction in earnings generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share and changes in deferred tax assets, net of valuation allowance. Segment Results The following tables set forth information comparing select components of Segment Adjusted EBITDA for the years ended December 31, 2024 and 2023 (see Note 23 — Segment Information of our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information on our segments). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2024 ​ 2023 ​ Favorable / ​ ​ ​ ​ ​ Percent of ​ ​ ​ Percent of ​ (Unfavorable) ​ ($ in thousands) Amount Revenue Amount Revenue $ % Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenue ​ $ 194,575 ​ 99.5% ​ $ 193,827 ​ 99.5% ​ $ 748 ​ 0.4% ​ Intersegment revenue (1) ​ ​ 1,055 ​ 0.5% ​ ​ 1,000 ​ 0.5% ​ ​ 55 ​ 5.5% ​ Total revenue before intersegment eliminations ​ ​ 195,630 ​ 100.0% ​ ​ 194,827 ​ 100.0% ​ ​ 803 ​ 0.4% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted costs applicable to revenue (2) ​ ​ 70,557 ​ 36.1% ​ ​ 58,765 ​ 30.2% ​ ​ (11,792) ​ (20.1%) ​ Intersegment costs applicable to revenue (3) ​ ​ 784 ​ 0.4% ​ ​ 909 ​ 0.5% ​ ​ 125 ​ 13.8% ​ Adjusted selling, general and administrative (4) ​ ​ 29,774 ​ 15.2% ​ ​ 24,273 ​ 12.5% ​ ​ (5,501) ​ (22.7%) ​ Segment Adjusted EBITDA ​ $ 94,515 ​ 48.3% ​ $ 110,880 ​ 56.9% ​ $ (16,365) ​ (14.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenue ​ $ 5,905,399 ​ 99.8% ​ $ 6,032,720 ​ 99.8% ​ $ (127,321) ​ (2.1%) ​ Intersegment revenue (1) ​ ​ 11,358 ​ 0.2% ​ ​ 12,154 ​ 0.2% ​ ​ (796) ​ (6.5%) ​ Total revenue before intersegment eliminations ​ ​ 5,916,757 ​ 100.0% ​ ​ 6,044,874 ​ 100.0% ​ ​ (128,117) ​ (2.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted costs applicable to revenue (2) ​ ​ 4,203,549 ​ 71.0% ​ ​ 4,283,700 ​ 70.9% ​ ​ 80,151 ​ 1.9% ​ Intersegment costs applicable to revenue (3) ​ ​ 9,780 ​ 0.2% ​ ​ 9,814 ​ 0.2% ​ ​ 34 ​ 0.3% ​ Adjusted selling, general and administrative (4) ​ ​ 1,509,557 ​ 25.5% ​ ​ 1,479,642 ​ 24.5% ​ ​ (29,915) ​ (2.0%) ​ Floor plan interest expense ​ ​ 95,121 ​ 1.6% ​ ​ 83,075 ​ 1.4% ​ ​ (12,046) ​ (14.5%) ​ Other segment items (5) ​ ​ 188 ​ 0.0% ​ ​ 314 ​ 0.0% ​ ​ 126 ​ 40.1% ​ Segment Adjusted EBITDA ​ $ 98,562 ​ 1.7% ​ $ 188,329 ​ 3.1% ​ $ (89,767) ​ (47.7%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m – not meaningful ​ 67 Table of Contents (1) Intersegment revenue consist of segment revenue that is eliminated in our consolidated statements of operations. (2) Adjusted costs applicable to revenue excludes stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue. (3) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations. (4) Adjusted selling, general, and administrative expenses excludes stock-based compensation expense, restructuring costs, and intersegment operating expenses. (5) Other segment items include (i) intersegment operating expenses, which are eliminated in our consolidated statements of operations, and (ii) other expense, net excluding loss and/or impairment on investments in equity securities. ​ Good Sam Services and Plans Segment See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans. Adjusted costs applicable to revenues increased primarily from the nonrecurrence in 2024 of the $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and incremental roadside assistance claims costs in 2024. Adjusted selling, general and administrative expense increased primarily from $2.6 million of additional employee cash compensation expense. The Good Sam Services and Plans Segment Adjusted EBITDA decrease was driven primarily by the increases to adjusted costs applicable to revenue and adjusted selling, general and administrative expense discussed above. Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the decrease in Segment Adjusted EBITDA. RV and Outdoor Retail Segment See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for RV and Outdoor Retail and “Floor plan interest expense” section above for a discussion of the increase in floor plan interest expense. Adjusted costs applicable to revenue decreased from (i) lower total vehicle costs of $14.7 million driven by 5.3% lower cost per total vehicle units, which was partially offset by 5.2% higher total unit sales, and (ii) lower products, service and other costs applicable to revenue from the decrease in revenue, additional costs applicable to revenue in 2023 from the discounting associated with restructuring of our Active Sports business in 2023, and the sale of our RV furniture business in the second quarter of 2024. Adjusted selling, general and administrative expense increased primarily from $28.9 million of additional advertising expenses. The RV and Outdoor Retail Segment Adjusted EBITDA decreased from the reductions in revenue and increases in segment expenses discussed above. Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease in Segment Adjusted EBITDA. ​ 68 Table of Contents Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following tables set forth information comparing the components of net income for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ Favorable/ (Unfavorable) ($ in thousands) Amount Revenue Amount Revenue $ % Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 193,827 ​ 3.1% ​ $ 192,128 ​ 2.8% ​ $ 1,699 ​ 0.9% RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,576,278 ​ 41.4% ​ ​ 3,228,077 ​ 46.3% ​ ​ (651,799) ​ (20.2%) Used vehicles ​ ​ 1,979,632 ​ 31.8% ​ ​ 1,877,601 ​ 26.9% ​ ​ 102,031 ​ 5.4% Products, service and other ​ ​ 870,038 ​ 14.0% ​ ​ 999,214 ​ 14.3% ​ ​ (129,176) ​ (12.9%) Finance and insurance, net ​ ​ 562,256 ​ 9.0% ​ ​ 623,456 ​ 8.9% ​ ​ (61,200) ​ (9.8%) Good Sam Club ​ ​ 44,516 ​ 0.7% ​ ​ 46,537 ​ 0.7% ​ ​ (2,021) ​ (4.3%) Subtotal ​ ​ 6,032,720 ​ 96.9% ​ ​ 6,774,885 ​ 97.2% ​ ​ (742,165) ​ (11.0%) Total revenue ​ ​ 6,226,547 ​ 100.0% ​ ​ 6,967,013 ​ 100.0% ​ ​ (740,466) ​ (10.6%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit (exclusive of depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 134,436 ​ 2.2% ​ ​ 120,162 ​ 1.7% ​ ​ 14,274 ​ 11.9% RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 400,459 ​ 6.4% ​ ​ 651,801 ​ 9.4% ​ ​ (251,342) ​ (38.6%) Used vehicles ​ ​ 405,394 ​ 6.5% ​ ​ 459,548 ​ 6.6% ​ ​ (54,154) ​ (11.8%) Products, service and other ​ ​ 336,413 ​ 5.4% ​ ​ 368,204 ​ 5.3% ​ ​ (31,791) ​ (8.6%) Finance and insurance, net ​ ​ 562,256 ​ 9.0% ​ ​ 623,456 ​ 8.9% ​ ​ (61,200) ​ (9.8%) Good Sam Club ​ ​ 39,691 ​ 0.6% ​ ​ 39,113 ​ 0.6% ​ ​ 578 ​ 1.5% Subtotal ​ ​ 1,744,213 ​ 28.0% ​ ​ 2,142,122 ​ 30.7% ​ ​ (397,909) ​ (18.6%) Total gross profit ​ ​ 1,878,649 ​ 30.2% ​ ​ 2,262,284 ​ 32.5% ​ ​ (383,635) ​ (17.0%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ ​ 1,538,988 ​ 24.7% ​ ​ 1,606,984 ​ 23.1% ​ ​ 67,996 ​ 4.2% Depreciation and amortization ​ ​ 68,643 ​ 1.1% ​ ​ 80,304 ​ 1.2% ​ ​ 11,661 ​ 14.5% Long-lived asset impairment ​ ​ 9,269 ​ 0.1% ​ ​ 4,231 ​ 0.1% ​ ​ (5,038) ​ (119.1%) Lease termination ​ ​ (103) ​ (0.0%) ​ ​ 1,614 ​ 0.0% ​ ​ 1,717 ​ n/m Loss (gain) on sale or disposal of assets ​ ​ (5,222) ​ (0.1%) ​ ​ 622 ​ 0.0% ​ ​ 5,844 ​ n/m Total operating expenses ​ ​ 1,611,575 ​ 25.9% ​ ​ 1,693,755 ​ 24.3% ​ ​ 82,180 ​ 4.9% Income from operations ​ ​ 267,074 ​ 4.3% ​ ​ 568,529 ​ 8.2% ​ ​ (301,455) ​ (53.0%) Other expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floor plan interest expense ​ ​ (83,075) ​ (1.3%) ​ ​ (42,031) ​ (0.6%) ​ ​ (41,044) ​ (97.7%) Other interest expense, net ​ ​ (135,270) ​ (2.2%) ​ ​ (75,745) ​ (1.1%) ​ ​ (59,525) ​ (78.6%) Tax Receivable Agreement liability adjustment ​ ​ 2,442 ​ 0.0% ​ ​ 114 ​ 0.0% ​ ​ 2,328 ​ n/m Other expense, net ​ ​ (1,769) ​ (0.0%) ​ ​ (752) ​ (0.0%) ​ ​ (1,017) ​ (135.2%) Total other expense ​ ​ (217,672) ​ (3.5%) ​ ​ (118,414) ​ (1.7%) ​ ​ (99,258) ​ (83.8%) Income before income taxes ​ ​ 49,402 ​ 0.8% ​ ​ 450,115 ​ 6.5% ​ ​ (400,713) ​ (89.0%) Income tax benefit (expense) ​ ​ 3,527 ​ 0.1% ​ ​ (112,283) ​ (1.6%) ​ ​ 115,810 ​ n/m Net income ​ ​ 52,929 ​ 0.9% ​ ​ 337,832 ​ 4.8% ​ ​ (284,903) ​ (84.3%) Less: net income attributable to non-controlling interests ​ ​ (19,557) ​ (0.3%) ​ ​ (214,084) ​ (3.1%) ​ ​ 194,527 ​ 90.9% Net income attributable to Camping World Holdings, Inc. ​ $ 33,372 ​ 0.5% ​ $ 123,748 ​ 1.8% ​ $ (90,376) ​ (73.0%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m- not meaningful 69 Table of Contents Supplemental Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ Percent ​ ​ 2023 2022 (decrease) ​ Change Unit sales ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 58,731 ​ ​ 70,429 ​ ​ (11,698) ​ ​ ​ (16.6%) Used vehicles ​ ​ 56,823 ​ ​ 51,325 ​ ​ 5,498 ​ ​ ​ 10.7% Total ​ ​ 115,554 ​ ​ 121,754 ​ ​ (6,200) ​ ​ ​ (5.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average selling price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 43,866 ​ $ 45,834 ​ $ (1,969) ​ ​ ​ (4.3%) Used vehicles ​ ​ 34,839 ​ ​ 36,583 ​ ​ (1,744) ​ ​ ​ (4.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store unit sales (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 51,858 ​ ​ 66,610 ​ ​ (14,752) ​ ​ ​ (22.1%) Used vehicles ​ ​ 51,072 ​ ​ 48,648 ​ ​ 2,424 ​ ​ ​ 5.0% Total ​ ​ 102,930 ​ ​ 115,258 ​ ​ (12,328) ​ ​ ​ (10.7%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same store revenue (1) ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 2,296,811 ​ $ 3,090,711 ​ $ (793,900) ​ ​ ​ (25.7%) Used vehicles ​ ​ 1,791,352 ​ ​ 1,803,943 ​ ​ (12,591) ​ ​ ​ (0.7%) Products, service and other ​ ​ 635,670 ​ ​ 691,044 ​ ​ (55,374) ​ ​ ​ (8.0%) Finance and insurance, net ​ ​ 504,315 ​ ​ 599,435 ​ ​ (95,120) ​ ​ ​ (15.9%) Total ​ $ 5,228,148 ​ $ 6,185,133 ​ $ (956,985) ​ ​ ​ (15.5%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average gross profit per unit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 6,819 ​ $ 9,255 ​ $ (2,436) ​ ​ ​ (26.3%) Used vehicles ​ ​ 7,134 ​ ​ 8,954 ​ ​ (1,819) ​ ​ ​ (20.3%) Finance and insurance, net per vehicle unit ​ ​ 4,866 ​ ​ 5,121 ​ ​ (255) ​ ​ ​ (5.0%) Total vehicle front-end yield (2) ​ ​ 11,840 ​ ​ 14,248 ​ ​ (2,409) ​ ​ ​ (16.9%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 69.4% ​ ​ 62.5% ​ ​ 682 bps ​ ​ ​ New vehicles ​ ​ 15.5% ​ ​ 20.2% ​ ​ (465) bps ​ ​ ​ Used vehicles ​ ​ 20.5% ​ ​ 24.5% ​ ​ (400) bps ​ ​ ​ Products, service and other ​ ​ 38.7% ​ ​ 36.8% ​ ​ 182 bps ​ ​ ​ Finance and insurance, net ​ ​ 100.0% ​ ​ 100.0% ​ ​ unch ​ ​ ​ ​ Good Sam Club ​ ​ 89.2% ​ ​ 84.0% ​ ​ 511 bps ​ ​ ​ Subtotal RV and Outdoor Retail ​ ​ 28.9% ​ ​ 31.6% ​ ​ (271) bps ​ ​ ​ Total gross margin ​ ​ 30.2% ​ ​ 32.5% ​ ​ (230) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail locations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV dealerships ​ ​ 198 ​ ​ 189 ​ ​ 9 ​ ​ ​ 4.8% RV service & retail centers ​ ​ 4 ​ ​ 7 ​ ​ (3) ​ ​ ​ (42.9%) Subtotal ​ ​ 202 ​ ​ 196 ​ ​ 6 ​ ​ ​ 3.1% Other retail stores ​ ​ — ​ ​ 1 ​ ​ (1) ​ ​ ​ (100.0%) Total ​ ​ 202 ​ ​ 197 ​ ​ 5 ​ ​ ​ 2.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV and Outdoor Retail inventories ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ $ 1,378,403 ​ $ 1,411,016 ​ $ (32,613) ​ ​ ​ (2.3%) Used vehicles ​ ​ 464,833 ​ ​ 464,311 ​ ​ 522 ​ ​ ​ 0.1% Products, parts, accessories and misc. ​ ​ 199,261 ​ ​ 247,906 ​ ​ (48,645) ​ ​ ​ (19.6%) Total RV and Outdoor Retail inventories ​ $ 2,042,497 ​ $ 2,123,233 ​ $ (80,736) ​ ​ ​ (3.8%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory per location ($ in 000s) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory per dealer location ​ $ 6,962 ​ $ 7,466 ​ $ (504) ​ ​ ​ (6.8%) Used vehicle inventory per dealer location ​ ​ 2,348 ​ ​ 2,457 ​ ​ (109) ​ ​ ​ (4.4%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vehicle inventory turnover (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicle inventory turnover ​ ​ 1.8 ​ ​ 1.9 ​ ​ (0.2) ​ ​ ​ (8.6%) Used vehicle inventory turnover ​ ​ 2.9 ​ ​ 3.4 ​ ​ (0.5) ​ ​ ​ (14.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Active Customers (4) ​ ​ 4,959,723 ​ ​ 5,265,939 ​ ​ (306,216) ​ ​ ​ (5.8%) Good Sam Club members (5) ​ ​ 2,027,353 ​ ​ 2,026,215 ​ ​ 1,138 ​ ​ ​ 0.1% Service bays (6) ​ ​ 2,757 ​ ​ 2,693 ​ ​ 64 ​ ​ ​ 2.4% Finance and insurance gross profit as a % of total vehicle revenue ​ ​ 12.3% ​ ​ 12.2% ​ ​ 13 bps ​ ​ n/a Same store locations ​ ​ 166 ​ ​ n/a ​ ​ n/a ​ ​ ​ n/a ​ 70 Table of Contents unch -unchanged bps- basis points n/a- not applicable ​ (1) Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. (2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales. (3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months. (4) An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. (5) Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits. (6) A service bay is a fully-constructed bay dedicated to service, installation, and/or collision offerings. ​ Revenue and Gross Profit Good Sam Services and Plans Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the Good Sam Insurance Agency, extended vehicle warranty and roadside assistance programs, partially offset by an enrollment reduction from the Good Sam TravelAssist programs and reduced magazine ad revenue. Good Sam Services and Plans gross profit and gross margin increased primarily due to a nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses. RV and Outdoor Retail New Vehicles New vehicle revenue decreased primarily due to a 16.6% decrease in new vehicles sold, and, to a lesser extent, a 4.3% decrease in the average selling price per new vehicle sold. On a same store basis, new vehicle revenue decreased 25.7% to $2.3 billion, and new vehicle units sold decreased 22.1%. New vehicle gross profit decreased primarily due to the above mentioned factors impacting new vehicle revenue and a 1.3% increase in the average cost per new vehicle sold. New vehicle gross margin decreased 465 basis points primarily due to compression from the higher cost per new unit sold and the lower average selling price of new vehicles (see Industry Trends in Item 7 of Part II of this Form 10-K for further discussion of new vehicle average selling prices and cost). Used Vehicles Used vehicle revenue increased primarily due to a 10.7% increase in used vehicles sold, driven by an increase in demand for used vehicles, as they are a lower-cost alternative to new vehicles, partially offset by a 4.8% decrease in average selling price per used vehicle sold. On a same store basis, used vehicle revenue decreased 0.7% to $1.8 billion and used vehicle units sold increased 5.0%. Used vehicle gross profit decreased primarily due to a 4.8% decrease in average price per used vehicle sold and a 0.3% increase in the cost per used vehicle sold, partially offset by a 10.7% increase in used vehicles sold. Used vehicle gross margin decreased 400 basis points primarily due to the decrease in the average selling price per used vehicle and compression from the slightly higher cost per used vehicle sold. 71 Table of Contents Products, Service and Other Products, service and other revenue decreased primarily due to lower demand and lower stocking levels of lifestyle and activities, and design and home products, as well as a reduction in demand for our RV furniture distribution business as RV manufacturers slowed RV production. Revenues were also impacted negatively by our Active Sports Restructuring. On a same store basis, products, service and other revenue decreased 8.0% to $635.7 million in 2023 from $691.0 million in 2022. Products, service and other gross profit decreased primarily due to the demand trends noted above, discounting to reduce inventory levels, discounting of Active Sports merchandise in conjunction with the Active Sports Restructuring, and compression from higher costs. Products, service and other gross margin increased primarily due to higher labor billing rates. Finance and Insurance, net Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue decreased primarily due to the 5.1% decrease in total vehicles sold, and lower average sales prices, partially offset by $6.0 million of favorable adjustments to cancellation reserve assumptions. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 12.3% for the year ended December 31, 2023, an increase from 12.2% for the year ended December 31, 2022. On a same store basis, finance and insurance, net revenue decreased 15.9%, or $95.1 million, to $504.3 million versus the year ended December 31, 2022. Good Sam Club Good Sam Club revenue decreased 4.3% primarily due to reduced marketing fee revenue from the Good Sam Club branded credit card, and reduced Good Sam Club membership fees resulting primarily from reduced retail traffic. Good Sam Club gross profit and gross margin increased primarily due to reduced marketing expenses. Operating Expenses and Other Selling, general and administrative Selling, general and administrative expenses decreased primarily due to approximately $49.2 million of reduced advertising expenses, $35.1 million of reduced commissions costs, and $10.0 million of reduced equity-based compensation, partially offset by increased facility costs related to the net six additional store locations added during the year ended December 31, 2023. Equity-based compensation expenses decreased $10.0 million (See Note 21 — Stock-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) resulting primarily from (i) $2.7 million less expense, compared to 2022, related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 and 2023 compared to any of the years from 2017 to 2021. Depreciation and amortization Depreciation and amortization decreased primarily from $8.8 million of incremental accelerated amortization during the year ended December 31, 2022 from the adjustment of the useful lives of certain trademark and trade name intangible assets associated with brands not traditionally associated with RVs that we were phasing out, and reduced capital expenditures. These trademark and trade name intangible assets were fully amortized as of March 31, 2022. 72 Table of Contents Long-lived asset impairment As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $9.3 million of long-lived asset impairments in 2023 of which $6.6 million related to the 2023 Active Sports Restructuring, and $4.2 million of long-lived asset impairments in 2022, of which $1.6 million related to the 2019 Strategic Shift discussed above. Floor plan interest expense The significant increase in floor plan interest expense was primarily due to a 345 basis point increase in the average floor plan borrowing rate. The average interest rates for the Floor Plan Facility for the year ended December 31, 2023 and 2022 were 7.03% and 3.59%, respectively. Other interest expense, net Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company’s Real Estate Facilities (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). The average interest rates for the Term Loan Facility for the years ended December 31, 2023 and 2022 were 7.60% and 4.31%, respectively. Other expense, net Other expense, net increased primarily as a result of a $1.3 million impairment of an equity method investment. Tax Receivable Agreement Liability adjustment The Tax Receivable Agreement Liability adjustment for 2023 and 2022 consisted of $2.4 million benefit and $0.1 million benefit, respectively, related to a remeasurement from changes in blended state income tax rates. Income tax benefit (expense) Income tax expense decreased primarily due to lower income generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share in 2023 and 2022. Income tax expense decreased from changes in deferred tax assets, net of valuation allowance as a result of the LLC Conversion and certain entity classification elections in 2023. Income tax recorded in 2022 included a $28.4 million decrease in deferred tax assets, net of release of valuation allowance, as a result of the LLC Conversion recorded in 2022. Additionally, during the years ended December 31, 2023 and 2022, the Company recorded $15.3 million of income tax benefit and $12.5 million of income tax expense, respectively, related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC. 73 Table of Contents Segment Results The following tables set forth information comparing select components of Segment Adjusted EBITDA for the years ended December 31, 2023 and 2022 (see Note 23 — Segment Information of our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information on our segments). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ Favorable/ ​ ​ ​ ​ Percent of ​ ​ ​ Percent of ​ (Unfavorable) ($ in thousands) Amount Revenue Amount Revenue $ % Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenue ​ $ 193,827 ​ 99.5% ​ $ 192,128 ​ 99.7% ​ $ 1,699 ​ 0.9% Intersegment revenue (1) ​ ​ 1,000 ​ 0.5% ​ ​ 494 ​ 0.3% ​ ​ 506 ​ 102.4% Total revenue before intersegment eliminations ​ ​ 194,827 ​ 100.0% ​ ​ 192,622 ​ 100.0% ​ ​ 2,205 ​ 1.1% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted costs applicable to revenue (2) ​ ​ 58,765 ​ 30.2% ​ ​ 71,518 ​ 37.1% ​ ​ 12,753 ​ 17.8% Intersegment costs applicable to revenue (3) ​ ​ 909 ​ 0.5% ​ ​ 244 ​ 0.1% ​ ​ (665) ​ (272.5%) Adjusted selling, general and administrative (4) ​ ​ 24,273 ​ 12.5% ​ ​ 25,856 ​ 13.4% ​ ​ 1,583 ​ 6.1% Segment Adjusted EBITDA ​ $ 110,880 ​ 56.9% ​ $ 95,004 ​ 49.3% ​ $ 15,876 ​ 16.7% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenue ​ $ 6,032,720 ​ 99.8% ​ $ 6,774,885 ​ 99.6% ​ $ (742,165) ​ (11.0%) Intersegment revenue (1) ​ ​ 12,154 ​ 0.2% ​ ​ 28,393 ​ 0.4% ​ ​ (16,239) ​ (57.2%) Total revenue before intersegment eliminations ​ ​ 6,044,874 ​ 100.0% ​ ​ 6,803,278 ​ 100.0% ​ ​ (758,404) ​ (11.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted costs applicable to revenue (2) ​ ​ 4,283,700 ​ 70.9% ​ ​ 4,632,523 ​ 68.1% ​ ​ 348,823 ​ 7.5% Intersegment costs applicable to revenue (3) ​ ​ 9,814 ​ 0.2% ​ ​ 24,174 ​ 0.4% ​ ​ 14,360 ​ 59.4% Adjusted selling, general and administrative (4) ​ ​ 1,479,642 ​ 24.5% ​ ​ 1,529,087 ​ 22.5% ​ ​ 49,445 ​ 3.2% Floor plan interest expense ​ ​ 83,075 ​ 1.4% ​ ​ 42,031 ​ 0.6% ​ ​ (41,044) ​ (97.7%) Other segment items (5) ​ ​ 314 ​ 0.0% ​ ​ 1,502 ​ 0.0% ​ ​ 1,188 ​ 79.1% Segment Adjusted EBITDA ​ $ 188,329 ​ 3.1% ​ $ 573,961 ​ 8.4% ​ $ (385,632) ​ (67.2%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m – not meaningful ​ (3) Intersegment revenue consist of segment revenue that is eliminated in our consolidated statements of operations. (4) Adjusted costs applicable to revenue excludes stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue. (6) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations. (7) Adjusted selling, general, and administrative expenses excludes stock-based compensation expense, restructuring costs, and intersegment operating expenses. (8) Other segment items include (i) intersegment operating expenses, which are eliminated in our consolidated statements of operations, and (ii) other expense, net excluding loss and/or impairment on investments in equity securities. ​ Good Sam Services and Plans Segment See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans. Adjusted costs applicable to revenues decreased primarily from the nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and our efforts to reduce expenses. Adjusted selling, general and administrative expense decreased primarily from $1.3 million of reduced employee cash compensation expense. The Good Sam Services and Plans Segment Adjusted EBITDA increase was driven primarily by the decrease to adjusted costs applicable to revenue and adjusted selling, general and administrative expense and increase to external revenue discussed above. 74 Table of Contents Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the increase in Segment Adjusted EBITDA. RV and Outdoor Retail Segment See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for RV and Outdoor Retail and “Floor plan interest expense” section above for a discussion of the increase in floor plan interest expense. Adjusted costs applicable to revenue decreased from (i) lower total vehicle costs of $244.3 million driven by 5.1% lower total unit sales and 1.1% lower cost per total vehicle units, and (ii) lower products, service and other costs applicable to revenue primarily from the decrease in revenue discussed above. Adjusted selling, general and administrative expense decreased primarily due to approximately $48.9 million of reduced advertising expenses and $35.1 million of reduced commissions costs, partially offset by increased facility costs related to the net six additional store locations added during the year ended December 31, 2023. The RV and Outdoor Retail Segment Adjusted EBITDA decreased from the reductions in revenue, which was partially offset by the decreases in segment expenses discussed above. Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease in Segment Adjusted EBITDA. ​ Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, Adjusted (Loss) Earnings Per Share – Diluted, and SG&A Excluding SBC (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. Certain of these Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives, and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. They should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. For periods beginning after December 31, 2022 for the 2019 Strategic Shift and for periods beginning after December 31, 2023 for the Active Sports Restructuring, we are no longer including the other associated costs category of expenses relating to those restructuring activities as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods. For a 75 Table of Contents discussion of restructuring activities, see Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin We define “EBITDA” as net income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or impairment on investments in equity securities, and other unusual or one-time items. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations. The following table reconciles Segment Adjusted EBITDA to consolidated Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2024 ​ 2023 2022 Good Sam Services and Plans Segment Adjusted EBITDA ​ $ 94,515 ​ $ 110,880 ​ $ 95,004 ​ RV and Outdoor Retail Segment Adjusted EBITDA ​ ​ 98,562 ​ ​ 188,329 ​ ​ 573,961 ​ Total Segment Adjusted EBITDA ​ ​ 193,077 ​ ​ 299,209 ​ ​ 668,965 ​ Corporate and Other Adjusted EBITDA ​ ​ (14,234) ​ ​ (12,996) ​ ​ (15,575) ​ Total Adjusted EBITDA ​ $ 178,843 ​ $ 286,213 ​ $ 653,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) 2024 ​ 2023 2022 EBITDA and Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ (78,880) ​ $ 52,929 ​ $ 337,832 ​ Other interest expense, net ​ ​ 140,444 ​ ​ 135,270 ​ ​ 75,745 ​ Depreciation and amortization ​ ​ 81,190 ​ ​ 68,643 ​ ​ 80,304 ​ Income tax (benefit) expense ​ ​ (11,377) ​ ​ (3,527) ​ ​ 112,283 ​ Subtotal EBITDA ​ ​ 131,377 ​ ​ 253,315 ​ ​ 606,164 ​ Long-lived asset impairment (a) ​ ​ 15,061 ​ ​ 9,269 ​ ​ 4,231 ​ Lease termination (b) ​ ​ (2,297) ​ ​ (103) ​ ​ 1,614 ​ Loss (gain) on sale or disposal of assets, net (c) ​ ​ 9,855 ​ ​ (5,222) ​ ​ 622 ​ SBC (d) ​ ​ 21,585 ​ ​ 24,086 ​ ​ 33,847 ​ Tax Receivable Agreement liability adjustment (e) ​ ​ — ​ ​ (2,442) ​ ​ (114) ​ Restructuring costs (f) ​ ​ — ​ ​ 5,540 ​ ​ 7,026 ​ Loss and/or impairment on investments in equity securities (g) ​ ​ 3,262 ​ ​ 1,770 ​ ​ — ​ Adjusted EBITDA ​ $ 178,843 ​ $ 286,213 ​ $ 653,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 76 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (as percentage of total revenue) 2024 ​ 2023 2022 Adjusted EBITDA margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income margin ​ ​ (1.3%) ​ ​ 0.9% ​ ​ 4.8% ​ Other interest expense, net ​ ​ 2.3% ​ ​ 2.2% ​ ​ 1.1% ​ Depreciation and amortization ​ ​ 1.3% ​ ​ 1.1% ​ ​ 1.2% ​ Income tax (benefit) expense ​ ​ (0.2%) ​ ​ (0.1%) ​ ​ 1.6% ​ Subtotal EBITDA margin ​ ​ 2.2% ​ ​ 4.1% ​ ​ 8.7% ​ Long-lived asset impairment (a) ​ ​ 0.2% ​ ​ 0.1% ​ ​ 0.1% ​ Lease termination (b) ​ ​ (0.0%) ​ ​ (0.0%) ​ ​ 0.0% ​ Loss (gain) on sale or disposal of assets, net (c) ​ ​ 0.2% ​ ​ (0.1%) ​ ​ 0.0% ​ SBC (d) ​ ​ 0.4% ​ ​ 0.4% ​ ​ 0.5% ​ Tax Receivable Agreement liability adjustment (e) ​ ​ — ​ ​ (0.0%) ​ ​ (0.0%) ​ Restructuring costs (f) ​ ​ — ​ ​ 0.1% ​ ​ 0.1% ​ Loss and/or impairment on investments in equity securities (g) ​ ​ 0.1% ​ ​ 0.0% ​ ​ — ​ Adjusted EBITDA margin ​ ​ 2.9% ​ ​ 4.6% ​ ​ 9.4% ​ ​ (a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (b) Represents the gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (c) Represents an adjustment to eliminate the gains and losses on the disposal and sales of various assets. (d) Represents noncash SBC expense relating to employees, directors, and consultants of the Company. (e) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (f) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (g) Represents loss and/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 a $0.9 million and a $1.3 million impairment on investments in equity securities, respectively. Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. and Adjusted (Loss) Earnings Per Share We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic” as net income attributable to Camping World Holdings, Inc. adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, and the effect of net income attributable to non-controlling interests from these adjustments. We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc. 77 Table of Contents We define “Adjusted (Loss) Earnings Per Share – Basic” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted (Loss) Earnings Per Share – Diluted” as Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. The following table reconciles Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted (Loss) Earnings Per Share – Basic, and Adjusted (Loss) Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2024 ​ 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to Camping World Holdings, Inc. ​ $ (38,637) ​ $ 33,372 ​ $ 123,748 ​ Adjustments related to basic calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-lived asset impairment (a): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 15,061 ​ ​ 9,269 ​ ​ 4,231 ​ Income tax expense for above adjustment (b) ​ ​ (2,033) ​ ​ (1,233) ​ ​ (99) ​ Lease termination (c): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ (2,297) ​ ​ (103) ​ ​ 1,614 ​ Income tax benefit for above adjustment (b) ​ ​ 301 ​ ​ 13 ​ ​ — ​ Loss (gain) on sale or disposal of assets (d): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 9,855 ​ ​ (5,222) ​ ​ 622 ​ Income tax (expense) benefit for above adjustment (b) ​ ​ (1,310) ​ ​ 690 ​ ​ (46) ​ SBC (e): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 21,585 ​ ​ 24,086 ​ ​ 33,847 ​ Income tax expense for above adjustment (b) ​ ​ (2,963) ​ ​ (3,228) ​ ​ (3,810) ​ Tax Receivable Agreement liability adjustment (f): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ (2,442) ​ ​ (114) ​ Income tax benefit for above adjustment (b) ​ ​ — ​ ​ 613 ​ ​ 29 ​ Restructuring costs (g): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ — ​ ​ 5,540 ​ ​ 7,026 ​ Income tax expense for above adjustment (b) ​ ​ — ​ ​ (736) ​ ​ — ​ Loss and/or impairment on investments in equity securities (h): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross adjustment ​ ​ 3,262 ​ ​ 1,770 ​ ​ — ​ Income tax expense for above adjustment (b) ​ ​ (473) ​ ​ (237) ​ ​ — ​ Income tax benefit impact from LLC Conversion (i): ​ ​ — ​ ​ (2,008) ​ ​ 28,402 ​ Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (j) ​ ​ (21,635) ​ ​ (16,683) ​ ​ (31,065) ​ Adjusted net (loss) income attributable to Camping World Holdings, Inc. – basic ​ ​ (19,284) ​ ​ 43,461 ​ ​ 164,385 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k) ​ ​ — ​ ​ — ​ ​ 1,479 ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l) ​ ​ — ​ ​ — ​ ​ (405) ​ Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k) ​ ​ — ​ ​ 36,240 ​ ​ — ​ Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l) ​ ​ — ​ ​ (8,341) ​ ​ — ​ Adjusted net (loss) income attributable to Camping World Holdings, Inc. – diluted ​ $ (19,284) ​ $ 71,360 ​ $ 165,459 ​ 78 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) 2024 ​ 2023 2022 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average Class A common shares outstanding – basic ​ ​ 48,005 ​ ​ 44,626 ​ ​ 42,386 ​ Adjustments related to diluted calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (m) ​ ​ — ​ ​ 40,045 ​ ​ — ​ Dilutive options to purchase Class A common stock (m) ​ ​ — ​ ​ 20 ​ ​ 56 ​ Dilutive restricted stock units (m) ​ ​ — ​ ​ 281 ​ ​ 412 ​ Adjusted weighted average Class A common shares outstanding – diluted ​ ​ 48,005 ​ ​ 84,972 ​ ​ 42,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted (loss) earnings per share - basic ​ $ (0.40) ​ $ 0.97 ​ $ 3.88 ​ Adjusted (loss) earnings per share - diluted ​ $ (0.40) ​ $ 0.84 ​ $ 3.86 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive amounts (n): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k) ​ $ (18,608) ​ $ — ​ $ 243,670 ​ Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l) ​ $ 5,323 ​ $ — ​ $ (67,150) ​ Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (o) ​ $ — ​ $ — ​ $ 12,280 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n) ​ ​ 40,007 ​ ​ — ​ ​ 42,045 ​ Anti-dilutive options to purchase Class A common stock (n) ​ ​ 9 ​ ​ — ​ ​ — ​ Anti-dilutive restricted stock units (n) ​ ​ 268 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of per share amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock — basic ​ $ (0.80) ​ $ 0.75 ​ $ 2.92 ​ Non-GAAP Adjustments (p) ​ ​ 0.40 ​ ​ 0.22 ​ ​ 0.96 ​ Adjusted (loss) earnings per share - basic ​ $ (0.40) ​ $ 0.97 ​ $ 3.88 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock — diluted ​ $ (0.80) ​ $ 0.57 ​ $ 2.91 ​ Non-GAAP Adjustments (p) ​ ​ 0.40 ​ ​ 0.23 ​ ​ 0.96 ​ Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (q) ​ ​ — ​ ​ 0.04 ​ ​ — ​ Dilutive options to purchase Class A common stock and/or restricted stock units (q) ​ ​ — ​ ​ — ​ ​ (0.01) ​ Adjusted (loss) earnings per share - diluted ​ $ (0.40) ​ $ 0.84 ​ $ 3.86 ​ ​ (a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (b) Represents the current and deferred income tax expense or benefit effect of the above adjustments. This assumption uses blended statutory tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2022, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric. (c) Represents the gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (d) Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets. (e) Represents noncash SBC expense relating to employees, directors, and consultants of the Company. (f) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (g) Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (h) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations. During the years ended December 79 Table of Contents 31, 2024 and 2023, these amounts included a $0.9 million and a $1.3 million impairment on investments in equity securities, respectively. (i) Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (j) Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 45.5%, 47.3% and 49.8% for the years ended December 31, 2024, 2023 and 2022, respectively. (k) Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC. (l) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests. This assumption uses effective tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2022. (m) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC. (n) The below amounts have not been considered in our adjusted (loss) earnings per share – diluted amounts as the effect of these items are anti-dilutive. (o) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-Corps that under the Company’s equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2021 for the losses experienced by the consolidated C-Corps for which valuation allowances have been recorded. Beginning in 2023, these C-Corp losses offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. (p) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (j) above). (q) Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP (loss) earnings per share calculations. As discussed under “Our Corporate Structure Impact on Income Taxes” in Part II, Item 7 of this Form 10-K, our “Up-C” corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure. There can be a significant fluctuation in the numerator and denominator for the calculation of our adjusted earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period. To improve comparability of our financial results, users of our financial statements may find it useful to review our (loss) earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (n) above). SG&A Excluding SBC We define “SG&A Excluding SBC” as SG&A before SBC relating to SG&A. We caution investors that amounts presented in accordance with our definition of SG&A Excluding SBC may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate SG&A Excluding SBC in the same manner. We present SG&A Excluding SBC because we believe that investors’ understanding of our performance and drivers of our other Non-GAAP Financial Measures, such as Adjusted EBITDA, is enhanced by including this Non-GAAP Financial Measure. We believe it provides a reasonable basis for comparing our ongoing results of operations. The following table reconciles SG&A Excluding SBC to the most directly comparable GAAP financial performance measure: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2024 ​ 2023 ​ 2022 SG&A Excluding SBC: ​ ​ ​ ​ ​ ​ ​ ​ ​ SG&A ​ $ 1,573,117 ​ $ 1,538,988 ​ $ 1,606,984 SBC - SG&A ​ ​ (21,213) ​ ​ (23,191) ​ ​ (33,158) SG&A Excluding SBC: ​ $ 1,551,904 ​ $ 1,515,797 ​ $ 1,573,826 As a percentage of gross profit ​ ​ 85.0% ​ ​ 80.7% ​ ​ 69.6% ​ 80 Table of Contents ​ Liquidity and Capital Resources General Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new store locations, the improvement and expansion of existing store locations, debt service, distributions/dividends to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs. These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined in Part II, Item 8 of this Form 10-K), borrowings under our Floor Plan Facility (as defined in Part II, Item 8 of this Form 10-K), and borrowings under our Real Estate Facilities (as defined in Part II, Item 8 of this Form 10-K). Our additional liquidity needs are expected to include public company costs, payment of cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced as a result of the tax deductions generated by (i) payments under the Tax Receivable Agreement and (ii) redemptions of common units by the Continuing Equity Owners. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. will be significant. Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. November 2024 Public Offering In November 2024, we completed a public offering (the “November 2024 Public Offering”) in which the Company sold 16,829,267 shares of our Class A common stock, including 2,195,121 under the exercised underwriter’s option, at a public offering price of $20.50 per share (or $19.81 per share after underwriting discounts and commissions). We received $333.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 16,829,267 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions. We incurred approximately $1.0 million of offering costs related to the November 2024 Public Offering and have used the net proceeds from the sale of common units to CWH for general corporate purposes, including strengthening the balance sheet, working capital for growth and pay down of debt. Stock Repurchase Program In October 2020, our Board of Directors initially authorized a stock repurchase program for the repurchase of up to $100.0 million of our Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, our 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 our Class A common stock. Following these extensions, the stock repurchase program now expires on December 31, 2025. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund the repurchase and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, 81 Table of Contents 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. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. This program does not obligate us to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. We expect to fund the repurchases using cash on hand. During the years ended December 31, 2024 and 2023, we did not repurchase shares of Class A common stock. As of December 31, 2024, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock. Dividends Since December 2016, we have paid a quarterly cash dividend to holders of Class A common stock. Since September 2023, the quarterly cash dividend has been $0.125 per share of Class A common stock that was funded entirely from the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), with no portion funded by other common unit cash distributions from CWGS, LLC. Since CWGS, LLC has not funded these recent quarterly cash dividends with dividend distributions outside of required tax distributions, we believe that this will help us utilize our capital to continue to execute our expansion plans through accretive RV dealership acquisitions. During the first half of 2023, we paid a quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remaining $0.475 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution. Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant. Our dividend policy has certain risks and limitations particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all. See “Dividend Policy” included in Part II, Item 5 of this Form 10-K and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of this Form 10-K. Acquisitions and Capital Expenditures During the year ended December 31, 2024, the RV and Outdoor Retail segment purchased real property for an aggregate purchase price of $9.6 million. In November 2024, we entered into an agreement with Lazydays Holdings, Inc. (“Lazydays”) to acquire the assets and certain real estate of seven RV dealerships from Lazydays, which is expected to close in the first quarter of 2025. In November 2024, we paid a $10.0 million deposit to Lazydays that is expected to convert to 9.7 million shares of Lazydays common stock upon closing of the transaction. During the first quarter of 2025, the net cash to be paid for the acquisition of RV dealerships and real estate from Lazydays is expected to be an additional $10.0 million to $15.0 million, which is net of $65.0 million to $80.0 million of floor plan financing of inventory and $40.0 million to $50.0 million of related real estate. We intend to pursue sale-leaseback arrangements with third parties for the related real estate, subject to mutually agreeable terms. Over the next twelve months, in addition to the Lazydays acquisition discussed above, our expansion of existing and new dealerships through construction and acquisition is expected to cost between $53.0 million and $91.0 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements. Included in this range is $6.7 million related to business acquisitions where, at a minimum, we have already signed a letter of intent with the seller. These cost estimates exclude amounts for 82 Table of Contents acquired inventories, which are primarily financed through our Floor Plan Facility. Additionally, the cost estimates do not consider potential funding received through sale leaseback transactions or other means for real estate and construction activities. We are in the early stages of evaluating additional dealership acquisition opportunities and will update our cost estimates in future periodic reports, if necessary, as there are further developments. Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria; continued strong cash flow generation to fund these acquisitions and new locations; and availability of financing. Tax Receivable Agreement Liability The aggregate estimated payments under the Tax Receivable Agreement at December 31, 2024, were as follows (in thousands): ​ ​ ​ ​ ​ As of ​ December 31, 2024 2025 $ — 2026 ​ ​ 11,870 2027 ​ ​ 12,654 2028 ​ ​ 13,091 2029 ​ ​ 13,550 Thereafter ​ ​ 99,207 Total ​ $ 150,372 ​ See Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information. 2019 Strategic Shift and Active Sports Restructuring See “Restructuring” above for a summary of the ongoing cash requirements related to our restructuring activities. Supplier Agreement In connection with the divestiture of its RV furniture business (“CWDS”), we entered into a supplier agreement (“Supplier Agreement”) with the buyer that requires us to purchase an aggregate $250.0 million of product over the approximately 10-year term of the Supplier Agreement. See Note 6 — Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of the divestiture of CWDS. Other Cash Requirements or Commitments Substantially all of our new RV inventory and, at times, certain of our used RV inventory is financed under our Floor Plan Facility (defined in Note 4 – Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). See “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” for a summary of the cash requirements related to our indebtedness. See Note 11 ─ Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to operating and finance lease obligations. See Note 14 — Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to service and marketing sponsorship agreements, a supplier agreement and other contractual arrangements. 83 Table of Contents Sources of Liquidity and Capital We believe that our sources of liquidity and capital including cash provided by operating activities, equity offerings and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional store locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months. However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents, registered offerings of equity under our Registration Statement on Form S-3, or cash available under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities, will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future and if availability under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may impose significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all, including the expected additional borrowings noted above and particularly in light of the current macroeconomic uncertainty. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” included in Part I, Item 1A of this Form 10-K. As of December 31, 2024 and 2023, we had working capital of $590.3 million and $401.3 million, respectively, including $208.4 million and $39.6 million, respectively, of cash and cash equivalents. The increase in working capital and cash and cash equivalents was primarily from the remaining net proceeds from our public offering of Class A common stock in November 2024 (see “November 2024 Public Offering” above). Within current liabilities, which are deducted from current assets to calculate our working capital, we had deferred revenues of $92.1 million and $92.4 million as of December 31, 2024 and 2023, respectively. Deferred revenues primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, deferred revenues for the annual campground guide, and our Good Sam Club loyalty points liability. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. Our Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows us to transfer cash as an offset to the payables under the Floor Plan Facility. At December 31, 2024, and 2023, the FLAIR offset account was $79.5 million and $145.0 million, respectively, of which $79.5 million and $73.2 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility. Seasonality We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business. See Note 1 ─ Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, Part I, Item 1 of this Form 10-K and “Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues” included in Part I, Item 1A of this Form 10-K. 84 Table of Contents Cash Flow The following table shows summary cash flow information for the years ended December 31, 2024, 2023, and 2022, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands) 2024 2023 2022 Net cash provided by operating activities ​ $ 245,159 ​ $ 310,807 ​ $ 189,783 ​ Net cash used in investing activities ​ ​ (88,175) ​ ​ (369,406) ​ ​ (422,535) ​ Net cash provided by (used in) financing activities ​ ​ 11,791 ​ ​ (31,885) ​ ​ 95,551 ​ Net increase (decrease) in cash and cash equivalents ​ $ 168,775 ​ $ (90,484) ​ $ (137,201) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating activities. Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail products and services and Good Sam services and plans. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned. Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various consumer services program costs. Net cash provided by operating activities was $245.2 million for the year ended December 31, 2024, a decrease of $65.6 million from $310.8 million of net cash provided by operating activities for the year ended December 31, 2023. The decrease was primarily due to a $131.8 million reduction in net income, a $25.9 million decrease in the working capital adjustment for prepaid expenses and other assets, a $9.2 million decrease in the working capital adjustment for accounts payable and accrued expenses, a $6.7 million increase in gain on lease termination, a $4.4 million decrease in noncash lease expense, and a $2.5 million decrease in stock-based compensation, partially offset by a $34.1 million increase in the working capital adjustment for accounts receivable and contracts in transit, a $27.1 million increase in the working capital adjustment for inventory, a $15.1 million increase in loss on sale or disposal of assets, a $12.5 million increase in depreciation and amortization, a $12.5 million increase in the working capital adjustment for other, net, a $5.8 million increase in long-lived asset impairment, and a $3.4 million increase in deferred revenues. Net cash provided by operating activities was $310.8 million for the year ended December 31, 2023, an increase of $121.0 million from $189.8 million of net cash provided by operating activities for the year ended December 31, 2022. The increase was primarily due to a $455.3 million increase in the working capital adjustment for inventory, a $42.6 million increase in the working capital adjustment for accounts payable and accrued expenses, a $21.2 million increase in the working capital adjustment for prepaid expenses and other assets, a $7.1 million increase in the working capital adjustment for operating lease liabilities, and a $5.0 million increase in long-lived asset impairment, partially offset by a $284.9 million reduction in net income, a $70.7 million decrease in deferred income taxes, a $19.8 million decrease in the working capital adjustment for accounts receivable and contracts in transit, an $11.7 million decrease in depreciation and amortization, a $9.8 million decrease in equity-based compensation, an $8.2 million decrease in deferred revenue, a $5.8 million increase in gain on sale or disposal of assets, and a $1.7 million increase in gain on lease termination. Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of store locations. Substantially all of our new store locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Item 7 of Part II of this Form 10-K). 85 Table of Contents The table below summarizes our capital expenditures for the years ended December 31, 2024, 2023, and 2022 respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands) 2024 2023 2022 IT hardware and software ​ $ 20,414 ​ $ 14,889 ​ $ 15,145 ​ Greenfield and acquired dealership locations ​ ​ 25,798 ​ ​ 41,968 ​ ​ 66,353 ​ Existing store locations ​ ​ 39,877 ​ ​ 57,591 ​ ​ 71,336 ​ Corporate and other ​ ​ 4,748 ​ ​ 16,632 ​ ​ 2,092 ​ Total capital expenditures ​ $ 90,837 ​ $ 131,080 ​ $ 154,926 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing store locations, information technology, hardware and software. The expected minimum capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2025 are discussed above. As of December 31, 2024, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of capital expenditures of $31.9 million. There were no other material commitments for capital expenditures as of December 31, 2024. Net cash used in investing activities was $88.2 million for the year ended December 31, 2024. The $88.2 million of cash used in investing activities was comprised of $90.8 million of capital expenditures primarily related to retail locations, $72.3 million for the acquisition of RV dealerships and a tire delivery service business, net of cash acquired, $9.6 million for the purchase of real property, and $0.2 million for the purchase of intangible assets, partially offset by $58.2 million of proceeds from the sale of real property, $20.0 million in proceeds from the divestiture of a business, $4.0 million of proceeds from the sale of property and equipment and $2.6 million of proceeds from the sale of intangible assets. See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Net cash used in investing activities was $369.4 million for the year ended December 31, 2023. The $369.4 million of cash used in investing activities was comprised of $209.5 million for the acquisition of RV dealerships, net of cash acquired, $131.1 million of capital expenditures primarily related to store locations, $67.2 million for the purchase of real property, $3.4 million for purchase of and loans to other investments, and $2.2 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $40.8 million and proceeds of $3.2 million from the sale of property and equipment. See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Net cash used in investing activities was $422.5 million for the year ended December 31, 2022. The $422.5 million of cash used in investing activities was comprised of $154.9 million of capital expenditures primarily related to store locations, $217.0 million for the purchase of RV and outdoor retail businesses and a publication business, $55.7 million for the purchase of real property, $3.0 million for purchase of other investments, and $0.9 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $7.4 million and proceeds of $1.6 million from the sale of property and equipment. See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Financing activities. Our financing activities primarily consist of proceeds from the offering of Class A common stock, the issuance of debt, and the repayment of principal and debt issuance costs. Our net cash provided by financing activities was $11.8 million for the year ended December 3 1 , 2024. The $ 11.8 million of cash provided by financing activities was primarily due to $332.9 million of proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discount and commissions, $55.6 million of proceeds from long-term debt, $43.0 million from borrowings on our revolving line of credit under the Floor Plan Facility and $0.5 million of proceeds from exercise of stock options, partially offset by $217.9 million of net payments on borrowings under the Floor Plan Facility, $80.9 million of payments on long-term debt, $63.9 million of payments on the revolving line of credit, $24.7 million of dividends paid on Class A common stock, $18.7 million of member distributions, $7.5 million of payments on finance leases, $5.4 million of withholding 86 Table of Contents taxes paid upon the vesting of restricted stock units, $1.1 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement. Our net cash used in financing activities was $ 31.9 million for the year ended December 3 1 , 202 3 . The $ 31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units, $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $ 59.3 million of net proceeds from borrowings under the Floor Plan Facility , $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options. Our net cash provided by financing activities was $ 95.6 million for the year ended December 3 1 , 2022. The $ 95.6 million of cash provided by financing activities was primarily due to $ 314.1 million of net proceeds from borrowings under the Floor Plan Facility (as defined below), $127.8 million of proceeds from long-term debt under our Real Estate Facilities (as defined below), $28.0 million of proceeds from a sale-leaseback arrangement, $6.0 million of proceeds from landlord funded construction on finance leases, and $0.5 million of proceeds from exercise of stock options, partially offset by $163.0 million of member distributions, $105.4 million of dividends paid on Class A common stock, $79.8 million for the repurchase of Class A common stock, $ 12.3 million of payments on long-term debt, $ 11.1 million of withholding taxes paid upon the vesting of restricted stock units (“RSUs”), $6.0 million for finance lease payments, and $3.2 million of debt issuance costs. Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements As of December 31, 2024 and 2023, we had outstanding debt in the form of our Senior Secured Credit Facilit ies , our Floor Plan Facility, our Real Estate Facilities, other long-term debt , and finance lease obligations . We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of this Form 10-K. The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities , other long-term debt and finance lease arrangements . See definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligation s to our consolidated financial statements included in Part II, Item 8 of this Form 10- K) at December 31, 2024 : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ Remaining ​ (In thousands) Outstanding Portion Available Floor Plan Facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notes payable - floor plan ​ $ 1,161,713 ​ $ 1,161,713 ​ $ 566,323 (1) ​ Revolving line of credit ​ ​ — ​ ​ — ​ ​ 70,000 (2) ​ Senior Secured Credit Facilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loan Facility ​ ​ 1,335,535 ​ ​ 14,015 ​ ​ — ​ Revolving Credit Facility ​ ​ — ​ ​ — ​ ​ 22,750 (3) ​ Other: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Facilities ​ ​ 173,132 (4) ​ ​ 8,924 ​ ​ 57,390 (4) ​ Other long-term debt ​ ​ 7,926 ​ ​ 336 ​ ​ — ​ Finance lease obligations ​ ​ 138,048 ​ ​ 7,044 ​ ​ — ​ ​ ​ $ 2,816,354 ​ $ 1,192,032 ​ $ 716,463 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The unencumbered borrowing capacity for the Floor Plan Facility represents the additional borrowing capacity less any accounts payable for sold inventory and less any purchase commitments. Additional borrowings are subject to the vehicle collateral requirements under the Floor Plan Facility. The Floor Plan Facility also includes an accordion feature allowing us, at our option, to request to increase the aggregate amount of the floor plan notes payable in $50.0 million increments up to a maximum amount of $300.0 million. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. ​ (2) The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of December 31, 2024 . 87 Table of Contents (3) The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit. The Credit Agreement requires compliance with a Total Net Leverage Ratio covenant when borrowings on the Revolving Credit Facility (excluding certain amounts relating to letters of credit) is over a 35%, or $22.8 million, threshold (Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million to $22.8 million in light of this financial covenant at December 31, 2024. (4) Additional borrowings on the Real Estate Facilities are subject to a debt service coverage ratio covenant and to the property collateral requirements under the Real Estate Facilities. In August 2024, we amended the M&T Real Estate Facility to increase the borrowing capacity by $50.0 million, which was not deducted from our option to request an additional $100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase. ​ We have experienced an increase in interest rates, which had begun to decrease by the end of 2024 and may continue to decrease during 2025. As of December 31, 2024 and 2023, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 6.72% and 7.28%, respectively. As of December 31, 2024 and 2023, the average interest rate for the Term Loan Facility was 6.97% and 7.97%, respectively. The previous increase in interest rates and, to a lesser extent, a higher average outstanding floor plan balance have resulted in a combined year-over-year increase of our floor plan interest expense and other interest expense, net of $17.2 million for 2024 compared to 2023. Other Long-Term Debt Other long-term debt is comprised of a mortgage on a property, which matures in December 2026, and a promissory note assumed as part of a real estate purchase. See Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Finance Lease Obligation From time to time, we enter into finance leases typically for real estate and/or information technology equipment. See Note 11 – Leases to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Sale/Leaseback Arrangements We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which vary from period to period. In 2024, we entered into sale-leaseback transactions for three properties associated with store locations in the RV and Outdoor Retail segment. We received consideration of $37.7 million of cash and recorded a gain of $0.4 million that is included in loss (gain) on sale or disposal of assets in the consolidated statements of income for the year ended December 31, 2024. We entered into 20-year lease agreements for two of the properties and a 17-year lease agreement for one of the properties. On February 8, 2022, FRHP Lincolnshire, LLC sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, we entered into three separate twenty-year lease agreements, whereby we will lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. We recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and have imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms. The financial liability is included in other long-term liabilities in the consolidated balance sheet as of December 31, 2024. 88 Table of Contents Deferred Revenues Deferred revenues consist of our sales for products and services not yet recognized as revenue at the end of a given period. Our deferred revenues as of December 31, 2024 were $155.8 million. Deferred revenues are expected to be recognized as revenue as set forth in the following table (in thousands): ​ ​ ​ ​ ​ ​ As of ​ December 31, 2024 2025 $ 92,124 2026 ​ ​ 31,678 2027 ​ ​ 16,911 2028 ​ ​ 8,453 2029 ​ ​ 4,174 Thereafter ​ ​ 2,426 Total ​ $ 155,766 ​ ​ ​ ​ Recent Accounting Pronouncements See discussion of recently adopted and recently issued accounting pronouncements in Note 1 — Summary of Significant Accounting Policies to our consolidated financial statements in Part II, Item 8 of this Form 10-K. Critical Accounting Estimates We prepare our consolidated financial statements in conformity with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. We base our estimates on historical experience, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Our significant accounting policies can be found in Note 1 — Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. Revenue Recognition — Finance and Insurance Chargebacks Finance and insurance revenue is recorded net, since we are acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds that the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging our historical experience using data extending back to 2014, adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $65.4 million and $68.2 million as of December 31, 2024 and December 31, 2023, respectively, which are recorded as part of other current liabilities and other long-term liabilities on our consolidated balance sheets. If cancellation rates on products sold during 2024 and 2023 were to increase by 100 basis points, our chargeback liabilities would have increased by $5.7 million as of December 31, 2024 and finance and insurance, net revenue for the year ended December 31, 2024, would have decreased by the same amount. 89 Table of Contents Long-Lived Assets — Impairment Our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation of potential impairment triggering events requires judgment and we consider factors such as a change in the use of the assets, changes in overall business strategy, significant negative industry or economic trends, and/or a greater than expected loss generated by our store locations. Our long-lived asset groups exist predominantly at the individual store location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. 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. The estimated future cash flows require judgment and include significant assumptions for revenue growth, gross margin, and SG&A as a percentage of gross profit. We believe our estimated cash flows are sufficient to support the carrying value of our long-lived assets. If estimated cash flows or market rental rates significantly differ in the future, we may be required to record additional asset impairments. For the years ended December 31, 2024, 2023, and 2022, we recorded long-lived asset impairment of $15.1 million, $9.3 million, and $4.2 million, respectively (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). Deferred Tax Assets and Tax Receivable Agreement Liability — Valuation When Continuing Equity Owners redeemed common units in CWGS, LLC for Class A common stock, CWH received an equal number of common units to the quantity of shares of Class A common stock issued to the Continuing Equity Owners. When CWH acquired this additional ownership in CWGS, LLC in the form of common units, it received a significant step-up in outside tax basis on the underlying assets held by CWGS, LLC. The step-up was principally equivalent to the difference between (1) the fair value of the underlying assets on the date of the redemption and (2) the tax basis in the underlying assets, multiplied by the percentage of common units acquired. The majority of the step-up in basis was related to intangible assets, primarily goodwill, and is included within deferred tax assets on our consolidated balance sheets. The computation of the step-up required valuations of the intangible assets of CWGS, LLC and has the same complexities and estimates as our purchase accounting on acquisitions (see Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). In addition, the step-up is governed by complex IRS rules that limit which class and amount of step-up is deductible. Given the magnitude of the deferred tax assets and complexity of the calculations, small adjustments to our model used to calculate these deferred tax assets can result in material changes to the amounts recognized, especially in years that include redemptions by Continuing Equity Owners. If more common units of CWGS, LLC are redeemed by Continuing Equity Owners, the percentage of CWH’s ownership of CWGS, LLC will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material. Pursuant to the Tax Receivable Agreement, CWH makes annual payments to the Original Equity Owners that had previously redeemed common units in CWGS, LLC equivalent to 85% of any tax benefits CWH realizes on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. As of December 31, 2024 and 2023, we had recorded Tax Receivable Agreement liabilities of $150.4 million and $162.8 million, respectively, for the future cash obligations expected to be paid under the Tax Receivable Agreement, which were not discounted. The calculation of this liability is a function of the step-up described above and, therefore, has the same complexities and estimates. Similar to the deferred tax assets, these liabilities would likely increase materially if Continuing Equity Owners redeem additional common units of CWGS, LLC. As of December 31, 2024, if there was a 100 basis point increase or decrease in the estimated income tax rate, the Tax Receivable Agreement liability would increase or decrease by $6.0 million, respectively. 90 Table of Contents