0001558370-24-006649 | 10-Q | XBRL Viewer | Camping World Holdings INC

Restructuring and Long-Lived Asset Impairment (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of long-lived asset impairment charges by type of long-lived asset

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


	Three Months Ended March 31,
	2024		2023
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	2,285	$	740
Operating lease right of use assets		1,290		—
Building and improvements		2,252		—
Furniture and equipment		—		329
Software		—		1,362
Construction in progress and software in development		—		113
Intangible assets		—		4,501
Total long-lived asset impairment charges	$	5,827	$	7,045

Long-lived asset impairment charges by restructuring activity:
Active Sports Restructuring	$	—	$	6,648
Unrelated to restructuring activities		5,827		397
Total long-lived asset impairment charges	$	5,827	$	7,045

Active Sports

Schedule of restructuring expenses incurred

The following table details the costs incurred during the three months ended March 31, 2024 and 2023 associated with the Active Sports Restructuring (in thousands):


	Three Months Ended March 31,
	2024		2023
Active Sports Restructuring costs:
Other associated costs⁽¹⁾	$	260	$	—
Total Active Sports Restructuring costs	$	260	$	—

(1)

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

Schedule of changes in the restructuring accrual

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


	One-time		Other
	Termination		Associated
	Benefits		Costs ⁽¹⁾		Total
Balance at March 31, 2023	$	—	$	—	$	—
Charged to expense		193		1,003		1,196
Paid or otherwise settled		(193)		(1,003)		(1,196)
Balance at December 31, 2023		—		—		—
Charged to expense		—		260		260
Paid or otherwise settled		—		(260)		(260)
Balance at March 31, 2024	$	—	$	—	$	—

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

Lease Obligations

3 Months Ended

Mar. 31, 2024

Lease Obligations

Lease Obligations

8. Lease Obligations

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


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	29,190	$	29,205
Finance lease cost:
Amortization of finance lease assets		2,860		(2,813)
Interest on finance lease liabilities		2,466		1,399
Short-term lease cost		377		514
Variable lease cost		5,329		6,289
Sublease income		(654)		(657)
Net lease costs	$	39,568	$	33,937

As of March 31, 2024, December 31, 2023, and March 31, 2023, finance lease assets of $139.8 million, $100.4 million, and $93.6 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets.

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


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	29,588	$	28,774
Operating cash flows for finance leases		2,466		1,395
Financing cash flows for finance leases		1,829		1,233
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		44,183		2,693
New, remeasured and terminated finance leases		42,228		7,700

During the three months ended March 31, 2024, the Company entered into sale-leaseback transactions for two properties associated with store locations in the RV and Outdoor Retail segment. The Company received consideration of $23.5 million of cash and recorded a gain of $0.1 million that is included in loss (gain) on sale or disposal of assets in the condensed consolidated statements of income for the three months ended March 31, 2024. The Company entered into a 20-year lease agreement as the lessee with each buyer of the properties.

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2024

Assets Of Multiple Dealership Locations Acquired

Acquisitions

Summary of the purchase price allocations


	Three Months Ended March 31,
($ in thousands)	2024		2023
Tangible assets (liabilities) acquired (assumed):
Inventories, net		40,394		(122)
Property and equipment, net		287		—
Operating lease assets		15,328		—
Accrued liabilities		(40)		—
Current portion of operating lease liabilities		(1,112)		—
Other current liabilities		(21)		—
Operating lease liabilities, net of current portion		(14,216)		—
Total tangible net assets acquired		40,620		(122)
Total intangible assets acquired		2,595		—
Goodwill		24,458		122
Purchase price of acquisitions		67,673		—
Application of deposit paid in prior period		(8,873)		—
Cash paid for acquisitions, net of cash acquired		58,800		—
Inventory purchases financed via floor plan		(48,684)		—
Cash payment net of floor plan financing	$	10,116	$	—

Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 735,680	$ 622,545	$ 711,222	$ 622,423
Application of deposit paid in prior period	(8,873)	0
Cash paid for acquisitions, net of cash acquired	58,800	0
RV and Outdoor Retail
Tangible assets (liabilities) acquired (assumed):
Goodwill	711,446	598,311	686,988	598,189
RV and Outdoor Retail \| 2024 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Inventories, net	40,394
Property and equipment, net	287
Operating lease assets	15,328
Accrued liabilities	(40)
Current portion of operating lease liabilities	(1,112)
Other current liabilities	(21)
Operating lease liabilities, net of current portion	(14,216)
Total tangible net assets acquired	40,620
Total intangible assets acquired	2,595
Goodwill	24,458
Purchase price of acquisitions	67,673
Application of deposit paid in prior period	(8,873)
Cash paid for acquisitions, net of cash acquired	58,800
Inventory purchases financed via floor plan	(48,684)
Cash payment net of floor plan financing	10,116
RV and Outdoor Retail \| 2023 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Inventories, net		(122)
Property and equipment, net		0
Operating lease assets		0
Accrued liabilities		0
Current portion of operating lease liabilities		0
Other current liabilities		0
Operating lease liabilities, net of current portion		0
Total tangible net assets acquired		(122)
Total intangible assets acquired		0
Goodwill		122
Purchase price of acquisitions		0
Application of deposit paid in prior period		0
Cash paid for acquisitions, net of cash acquired		0
Inventory purchases financed via floor plan		0
Cash payment net of floor plan financing		0
Good Sam Services and Plans
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 24,234	$ 24,234	$ 24,234	$ 24,234

Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Acquisitions
Proceeds from sale of intangible assets	$ 2,595	$ 0
Assets Or Stock Of Multiple Dealership Locations Acquired [Member]
Acquisitions
Goodwill for tax purposes	24,500	100
Revenue	7,000	0
Pre-tax income (loss)	0	$ 0
RV and Outdoor Retail \| 2024 Acquisitions
Acquisitions
Fair value measurement period adjustment of other intangible assets from a RV dealership acquisition	$ 2,600
Useful lives (in years)	15 years

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

14. Related Party Transactions

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various RV dealership locations from managers and officers. During the three months ended March 31, 2023, the related party lease expense for these locations was $1.5 million, which was included in selling, general, and administrative expenses in the condensed consolidated statements of operations. For the three months ended March 31, 2024 there was no related party lease expense.

From January 2012 until its expiration in March 2024, FreedomRoads was the lessee of what is now its previous corporate headquarters in Lincolnshire, Illinois (as amended from time to time, the “Lincolnshire Lease”). For the three months ended March 31, 2024 and 2023, rental payments for the Lincolnshire Lease, including common area maintenance charges, were each $0.2 million, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. The Company’s Chairman and Chief Executive Officer had personally guaranteed the Lincolnshire Lease.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Inventories and Floor Plan Payables (Tables)

3 Months Ended

Mar. 31, 2024

Inventory

Schedule of inventories

Inventories consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2024		2023		2023
Good Sam services and plans	$	392	$	452	$	530
New RVs		1,469,193		1,378,403		1,219,889
Used RVs		389,810		464,833		510,689
Products, parts, accessories and other		218,197		199,261		248,998
	$	2,077,592	$	2,042,949	$	1,980,106

Floor Plan Facility

Inventory

Schedule of outstanding amounts and available borrowing

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


	March 31,		December 31,		March 31,
	2024		2023		2023
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,850,000	$	1,850,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,414,696)		(1,371,145)		(1,042,099)
Less: FLAIR offset account⁽¹⁾		(147,654)		(145,047)		(223,899)
Additional borrowing capacity		287,650		333,808		434,002
Less: short-term payable for sold inventory⁽²⁾		(91,299)		(41,577)		(61,520)
Less: purchase commitments⁽³⁾		(31,551)		(27,420)		(22,991)
Unencumbered borrowing capacity	$	164,800	$	264,811	$	349,491

Revolving line of credit:	$	70,000	$	70,000	$	70,000
Less: borrowings		(31,885)		(20,885)		(20,885)
Additional borrowing capacity	$	38,115	$	49,115	$	49,115

Letters of credit:
Total commitment	$	30,000	$	30,000	$	30,000
Less: outstanding letters of credit		(12,300)		(12,300)		(11,371)
Additional letters of credit capacity	$	17,700	$	17,700	$	18,629

(1)

Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.

(2)

The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short-term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows.

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

Segments Information (Tables)

3 Months Ended

Mar. 31, 2024

Segments Information

Reportable segment revenue


	Three Months Ended March 31, 2024
	Good Sam		RV and
	Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	46,611	$	—	$	(930)	$	45,681
New vehicles		—		657,521		(1,435)		656,086
Used vehicles		—		338,452		(767)		337,685
Products, service and other		—		178,015		(121)		177,894
Finance and insurance, net		—		135,852		(398)		135,454
Good Sam Club		—		11,217		—		11,217
Total consolidated revenue	$	46,611	$	1,321,057	$	(3,651)	$	1,364,017

	Three Months Ended March 31, 2023
	Good Sam		RV and
	Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	46,963	$	—	$	(596)	$	46,367
New vehicles		—		647,930		(1,178)		646,752
Used vehicles		—		445,687		(941)		444,746
Products, service and other		—		207,835		(174)		207,661
Finance and insurance, net		—		130,305		(533)		129,772
Good Sam Club		—		11,582		—		11,582
Total consolidated revenue	$	46,963	$	1,443,339	$	(3,422)	$	1,486,880

Reportable segment income


	Three Months Ended March 31,
($ in thousands)	2024		2023
Segment (loss) income:⁽¹⁾
Good Sam Services and Plans	$	22,583	$	23,619
RV and Outdoor Retail		(23,391)		32,584
Total segment (loss) income		(808)		56,203
Corporate & other		(3,562)		(3,777)
Depreciation and amortization		(19,290)		(14,637)
Other interest expense, net		(36,094)		(31,113)
Other expense, net		(94)		(1,500)
(Loss) income before income taxes	$	(59,848)	$	5,176

(1)

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

Reportable depreciation and amortization and other interest expense, net


	Three Months Ended March 31,
($ in thousands)	2024		2023
Depreciation and amortization:
Good Sam Services and Plans	$	848	$	952
RV and Outdoor Retail		18,442		13,685
Total depreciation and amortization	$	19,290	$	14,637


	Three Months Ended March 31,
($ in thousands)	2024		2023
Other interest expense, net:
Good Sam Services and Plans	$	(18)	$	(55)
RV and Outdoor Retail		8,114		5,797
Subtotal		8,096		5,742
Corporate & other		27,998		25,371
Total other interest expense, net	$	36,094	$	31,113

Reportable segment assets


	March 31,		December 31,		March 31,
($ in thousands)	2024		2023		2023
Assets:
Good Sam Services and Plans	$	83,411	$	113,619	$	89,308
RV and Outdoor Retail		4,744,164		4,568,372		4,331,314
Subtotal		4,827,575		4,681,991		4,420,622
Corporate & other		195,587		163,693		209,891
Total assets	$	5,023,162	$	4,845,684	$	4,630,513

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Stockholders' equity:
Preferred stock, par value	$ 0.01	$ 0.01	$ 0.01
Preferred stock, authorized	20,000,000	20,000,000	20,000,000
Preferred stock, issued	0	0	0
Preferred stock, outstanding	0	0	0
Treasury Stock, (In shares)	4,499,000	4,551,000	5,104,000
Class A common stock
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, authorized	250,000,000	250,000,000	250,000,000
Common stock, issued	49,571,000	49,571,000	49,571,000
Common stock, outstanding	45,072,000	45,020,000	44,467,000
Class B common stock
Stockholders' equity:
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized	75,000,000	75,000,000	75,000,000
Common stock, issued	39,466,000	39,466,000	39,466,000
Common stock, outstanding	39,466,000	39,466,000	39,466,000
Class C common stock
Stockholders' equity:
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized	1	1	1
Common stock, issued	1	1	1
Common stock, outstanding	1	1	1

Segments Information

3 Months Ended

Mar. 31, 2024

Segments Information

Segments Information

19. Segments Information

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


	Three Months Ended March 31, 2024
	Good Sam		RV and
	Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	46,611	$	—	$	(930)	$	45,681
New vehicles		—		657,521		(1,435)		656,086
Used vehicles		—		338,452		(767)		337,685
Products, service and other		—		178,015		(121)		177,894
Finance and insurance, net		—		135,852		(398)		135,454
Good Sam Club		—		11,217		—		11,217
Total consolidated revenue	$	46,611	$	1,321,057	$	(3,651)	$	1,364,017

	Three Months Ended March 31, 2023
	Good Sam		RV and
	Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	46,963	$	—	$	(596)	$	46,367
New vehicles		—		647,930		(1,178)		646,752
Used vehicles		—		445,687		(941)		444,746
Products, service and other		—		207,835		(174)		207,661
Finance and insurance, net		—		130,305		(533)		129,772
Good Sam Club		—		11,582		—		11,582
Total consolidated revenue	$	46,963	$	1,443,339	$	(3,422)	$	1,486,880


	Three Months Ended March 31,
($ in thousands)	2024		2023
Segment (loss) income:⁽¹⁾
Good Sam Services and Plans	$	22,583	$	23,619
RV and Outdoor Retail		(23,391)		32,584
Total segment (loss) income		(808)		56,203
Corporate & other		(3,562)		(3,777)
Depreciation and amortization		(19,290)		(14,637)
Other interest expense, net		(36,094)		(31,113)
Other expense, net		(94)		(1,500)
(Loss) income before income taxes	$	(59,848)	$	5,176

(1)

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


	Three Months Ended March 31,
($ in thousands)	2024		2023
Depreciation and amortization:
Good Sam Services and Plans	$	848	$	952
RV and Outdoor Retail		18,442		13,685
Total depreciation and amortization	$	19,290	$	14,637


	Three Months Ended March 31,
($ in thousands)	2024		2023
Other interest expense, net:
Good Sam Services and Plans	$	(18)	$	(55)
RV and Outdoor Retail		8,114		5,797
Subtotal		8,096		5,742
Corporate & other		27,998		25,371
Total other interest expense, net	$	36,094	$	31,113


	March 31,		December 31,		March 31,
($ in thousands)	2024		2023		2023
Assets:
Good Sam Services and Plans	$	83,411	$	113,619	$	89,308
RV and Outdoor Retail		4,744,164		4,568,372		4,331,314
Subtotal		4,827,575		4,681,991		4,420,622
Corporate & other		195,587		163,693		209,891
Total assets	$	5,023,162	$	4,845,684	$	4,630,513

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets

Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

Goodwill

The following table presents a summary of changes in the Company’s goodwill by segment for the three months ended March 31, 2024 and 2023 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2022 (excluding impairment charges)	$	71,118	$	793,142	$	864,260
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		122		122
Balance at March 31, 2023		24,234		598,311		622,545
Acquisitions		—		88,677		88,677
Balance at December 31, 2023		24,234		686,988		711,222
Acquisitions		—		24,458		24,458
Balance at March 31, 2024	$	24,234	$	711,446	$	735,680

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2024, December 31, 2023 and March 31, 2023 (in thousands):


	March 31, 2024
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,740		(9,316)	$	424
Trademarks and trade names		2,132		(273)		1,859
Websites		3,050		(1,227)		1,823
RV and Outdoor Retail:
Customer lists, domain names and other		5,543		(3,439)		2,104
Supplier lists		1,696		(1,187)		509
Trademarks and trade names		27,251		(21,725)		5,526
Websites		6,344		(5,591)		753
	$	55,756	$	(42,758)	$	12,998

	December 31, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(9,246)	$	394
Trademarks and trade names		2,132		(238)		1,894
Websites		3,050		(1,118)		1,932
RV and Outdoor Retail:
Customer lists and domain names		5,543		(3,269)		2,274
Supplier lists		1,696		(1,102)		594
Trademarks and trade names		27,251		(21,390)		5,861
Websites		6,325		(5,557)		768
	$	55,637	$	(41,920)	$	13,717

	March 31, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(9,040)	$	600
Trademarks and trade names		2,132		(130)		2,002
Websites		3,050		(792)		2,258
RV and Outdoor Retail:
Customer lists and domain names		4,872		(3,025)		1,847
Supplier lists		1,696		(824)		872
Trademarks and trade names		27,251		(20,049)		7,202
Websites		6,085		(5,485)		600
	$	54,726	$	(39,345)	$	15,381

Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease Obligations
Operating cash flows for operating leases	$ 29,588	$ 28,774
Operating cash flows for finance leases	2,466	1,395
Financing cash flows for finance leases	1,829	1,233
New, remeasured, and terminated operating leases	44,183	2,693
New, remeasured and terminated finance leases	$ 42,228	$ 7,700

Non-Controlling Interests

3 Months Ended

Mar. 31, 2024

Non-Controlling Interests

Non-Controlling Interests

16. Non-Controlling Interests

The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners:


	As of March 31, 2024				As of December 31, 2023				As of March 31, 2023
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		45,071,762		53.0%		45,020,116		52.9%		44,466,636		52.6%
Continuing Equity Owners		40,044,536		47.0%		40,044,536		47.1%		40,044,536		47.4%
Total		85,116,298		100.0%		85,064,652		100.0%		84,511,172		100.0%

During December 2022, CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by The Stephen Adams Living Trust and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, gifted 2,000,000 common units of CWGS, LLC in total to a college and hospital (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 shares of Class B common stock being transferred to the 2022 Common Unit Giftees. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided.

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


	Three Months Ended March 31,
($ in thousands)	2024		2023
Net (loss) income attributable to Camping World Holdings, Inc.	$	(22,307)	$	3,169
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options		(22)		(17)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(2,234)		(1,104)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		209		128
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		9,673
Change from net (loss) income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	(24,354)	$	11,849

Segments Information - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Segments Information
Assets	$ 5,023,162	$ 4,845,684	$ 4,630,513
Operating Segments
Segments Information
Assets	4,827,575	4,681,991	4,420,622
Corporate, Non-Segment
Segments Information
Assets	195,587	163,693	209,891
Good Sam Services and Plans \| Operating Segments
Segments Information
Assets	83,411	113,619	89,308
RV and Outdoor Retail \| Operating Segments
Segments Information
Assets	$ 4,744,164	$ 4,568,372	$ 4,331,314

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2024

Assets Held for Sale

Components of assets held for sale and liabilities related to assets held for sale

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


	March 31,		December 31,		March 31,
	2024		2023		2023
Assets held for sale:
Property and equipment, net	$	6,276	$	29,864	$	13,971
	$	6,276	$	29,864	$	13,971
Liabilities related to assets held for sale:
Current portion of long-term debt	$	—	$	864	$	788
Long-term debt, net of current portion		—		16,424		6,862
	$	—	$	17,288	$	7,650

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Long-Term Debt
Long-term debt	$ 1,570,816	$ 1,521,079	$ 1,552,273
Less: current portion	(25,651)	(22,121)	(26,969)
Long-term debt, net of current portion	1,545,165	1,498,958	1,525,304
Liabilities related to assets held for sale	0	17,288	7,650
Term Loan Facility
Long-Term Debt
Long-term debt	1,343,580	1,346,229	1,354,221
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	1,329,565	1,332,214	1,340,206
Unamortized discount	11,433	12,016	13,721
Finance costs	4,449	4,721	5,535
Real Estate Facilities
Long-Term Debt
Long-term debt	219,068	166,604	194,802
Finance costs	3,900	3,300	3,900
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 8,168	$ 8,246	$ 3,250

Restructuring and Long-Lived Asset Impairment

3 Months Ended

Mar. 31, 2024

Restructuring and Long-Lived Asset Impairment

Restructuring and Long-Lived Asset Impairment

4. Restructuring and Long-Lived Asset Impairment

Restructuring – Active Sports

On March 1, 2023, management of the Company determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of its indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”) as part of its review of underperforming assets and business lines. Upon liquidating a significant amount of inventory and exiting the related distribution centers, the Company reevaluated its exit plan and concluded instead that it would integrate the remaining operations into its existing distribution and fulfillment infrastructure while maintaining lower inventory levels and a smaller fixed cost structure. These plans have resulted in a much smaller operation and included the closure of the specialty retail

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

The activities under the Active Sports Restructuring were substantially completed by December 31, 2023. Certain lease costs will continue to be incurred after December 31, 2023 on the remaining leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. The Company expects that the ongoing lease-related costs relating to the Active Sports Restructuring, net of associated sublease income, will be less than $1.1 million per year.

As of March 31, 2024, the total restructuring costs associated with the Active Sports Restructuring were $6.2 million. The breakdown of these restructuring costs is as follows:

●

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

●

incremental inventory reserve charges of $4.3 million;

●

lease termination charges of $0.4 million; and

●

other associated costs of $1.3 million.

The following table details the costs incurred during the three months ended March 31, 2024 and 2023 associated with the Active Sports Restructuring (in thousands):


	Three Months Ended March 31,
	2024		2023
Active Sports Restructuring costs:
Other associated costs⁽¹⁾	$	260	$	—
Total Active Sports Restructuring costs	$	260	$	—

(1)

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


	One-time		Other
	Termination		Associated
	Benefits		Costs ⁽¹⁾		Total
Balance at March 31, 2023	$	—	$	—	$	—
Charged to expense		193		1,003		1,196
Paid or otherwise settled		(193)		(1,003)		(1,196)
Balance at December 31, 2023		—		—		—
Charged to expense		—		260		260
Paid or otherwise settled		—		(260)		(260)
Balance at March 31, 2024	$	—	$	—	$	—

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

Long-Lived Asset Impairment

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

Additionally, during the three months ended March 31, 2024 and March 31, 2023, the Company had indicators of impairment of the long-lived assets for certain locations, which were unrelated to the Active Sports Restructuring. Such indicators primarily included decreases in market rental rates or market value of real

property for closed locations, or based on the Company’s review of location performance in the normal course of business. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.

The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.

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


	Three Months Ended March 31,
	2024		2023
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	2,285	$	740
Operating lease right of use assets		1,290		—
Building and improvements		2,252		—
Furniture and equipment		—		329
Software		—		1,362
Construction in progress and software in development		—		113
Intangible assets		—		4,501
Total long-lived asset impairment charges	$	5,827	$	7,045

Long-lived asset impairment charges by restructuring activity:
Active Sports Restructuring	$	—	$	6,648
Unrelated to restructuring activities		5,827		397
Total long-lived asset impairment charges	$	5,827	$	7,045

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of March 31, 2024, December 31, 2023, and March 31, 2023, CWH owned 53.0%, 52.9%, and 52.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.

Seasonality

The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline.

Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

Recently Adopted Accounting Pronouncements

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company’s adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction. The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively. The Company’s early adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss. The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit. Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition. Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods. The standard should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the provisions of this ASU as of January 1, 2024, with respect to the annual disclosures beginning with the year ending December 31, 2024 and interim disclosures beginning with the three months ending March 31, 2025, including the presentation of the comparable prior periods. The adoption of this ASU will result in additional segment reporting disclosures and does not otherwise have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024,

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

Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 01, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023
Summarizes the effects of change in ownership:
Net (loss) income attributable to Camping World Holdings, Inc.			$ (22,307)	$ 3,169
Transfers to non-controlling interests:
Change from net (loss) income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests			(24,354)	11,849
Additional Paid-in Capital
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options			(22)	(17)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units			(2,234)	(1,104)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs			209	128
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC			$ 0	$ 9,673
Common Unit Giftees
Non-Controlling Interests
Number of shares gifted		2,000,000
Additional consideration	$ 0
Common Unit Giftees \| Class A common stock
Non-Controlling Interests
Number of units redeemed	2,000,000
Class A common stock issued in exchange for common units in CWGS, LLC	2,000,000
Common Unit Giftees \| Class B common stock
Non-Controlling Interests
Number of shares issued		2,000,000
Shares cancelled	2,000,000

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Instrument [Line Items]

Long-Term debt

Outstanding long-term debt consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2024		2023		2023
Term Loan Facility ⁽¹⁾	$	1,343,580	$	1,346,229	$	1,354,221
Real Estate Facilities ⁽²⁾		219,068		166,604		194,802
Other Long-Term Debt		8,168		8,246		3,250
Subtotal		1,570,816		1,521,079		1,552,273
Less: current portion		(25,651)		(22,121)		(26,969)
Total	$	1,545,165	$	1,498,958	$	1,525,304

(1)	Net of $11.4 million, $12.0 million, and $13.7 million of original issue discount at March 31, 2024, December 31, 2023, and March 31, 2023, respectively, and $4.4 million, $4.7 million, and $5.5 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.

(2)	Net of $3.9 million, $3.3 million, and $3.9 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.

Term Loan Facility

Debt Instrument [Line Items]

Schedule of outstanding amounts and available borrowings

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


	March 31,		December 31,		March 31,
	2024		2023		2023
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(40,538)		(37,034)		(26,523)
Less: unamortized original issue discount		(11,433)		(12,016)		(13,721)
Less: unamortized finance costs		(4,449)		(4,721)		(5,535)
		1,343,580		1,346,229		1,354,221
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,329,565	$	1,332,214	$	1,340,206
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,930)		(4,930)		(4,930)
Less: total net leverage ratio borrowing limitation		(37,320)		(37,320)		—
Additional borrowing capacity	$	22,750	$	22,750	$	60,070

Real Estate Facilities

Debt Instrument [Line Items]

Schedule of outstanding amounts and available borrowings


	As of March 31, 2024
	Principal		Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾		Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	206,549	$	7,390	⁽³⁾		7.63%
First CIBC Real Estate Facility		3,585		—			8.33%
Third CIBC Real Estate Facility		8,934		—			8.08%
	$	219,068	$	7,390

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

(2)	Amounts cannot be reborrowed.

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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Long-Term Debt - Real Estate Facilities - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Debt Instrument [Line Items]
Outstanding notes	$ 1,570,816	$ 1,521,079	$ 1,552,273
Real Estate Facilities
Debt Instrument [Line Items]
Outstanding notes	219,068	$ 166,604	$ 194,802
Remaining Available	7,390
M & T Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	206,549
Remaining Available	$ 7,390
Wtd. Average Interest Rate	7.63%
First CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 3,585
Wtd. Average Interest Rate	8.33%
Third CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 8,934
Wtd. Average Interest Rate	8.08%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Current assets:
Cash and cash equivalents	$ 29,718	$ 39,647	$ 72,828
Contracts in transit	154,231	60,229	104,148
Accounts receivable, net	100,246	128,070	109,105
Inventories	2,077,592	2,042,949	1,980,106
Prepaid expenses and other assets	68,833	48,353	58,761
Assets held for sale	6,276	29,864	13,971
Total current assets	2,436,896	2,349,112	2,338,919
Property and equipment, net	878,956	834,426	751,287
Operating lease assets	768,903	740,052	729,958
Deferred tax assets, net	153,716	157,326	145,413
Intangible assets, net	12,998	13,717	15,381
Goodwill	735,680	711,222	622,545
Other assets	36,013	39,829	27,010
Total assets	5,023,162	4,845,684	4,630,513
Current liabilities:
Accounts payable	205,006	133,516	185,652
Accrued liabilities	148,674	149,096	172,428
Deferred revenues	95,854	92,366	94,166
Current portion of operating lease liabilities	60,663	63,695	61,421
Current portion of finance lease liabilities	19,014	17,133	5,590
Current portion of Tax Receivable Agreement liability	12,943	12,943	10,935
Current portion of long-term debt	25,651	22,121	26,969
Notes payable - floor plan, net	1,414,696	1,371,145	1,042,099
Other current liabilities	72,783	68,536	77,924
Liabilities related to assets held for sale	0	17,288	7,650
Total current liabilities	2,055,284	1,947,839	1,684,834
Operating lease liabilities, net of current portion	796,770	763,958	753,451
Finance lease liabilities, net of current portion	136,284	97,751	100,701
Tax Receivable Agreement liability, net of current portion	149,866	149,866	165,054
Revolving line of credit	31,885	20,885	20,885
Long-term debt, net of current portion	1,545,165	1,498,958	1,525,304
Deferred revenues	65,970	66,780	68,690
Other long-term liabilities	89,528	85,440	85,841
Total liabilities	4,870,752	4,631,477	4,404,760
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share - 20,000 shares authorized; none issued and outstanding	0	0	0
Additional paid-in capital	98,828	98,280	114,017
Treasury stock, at cost; 4,499, 4,551, and 5,104 shares, respectively	(157,631)	(159,440)	(178,832)
Retained earnings	157,303	185,244	196,409
Total stockholders' equity attributable to Camping World Holdings, Inc.	99,000	124,584	132,094
Non-controlling interests	53,410	89,623	93,659
Total stockholders' equity	152,410	214,207	225,753
Total liabilities and stockholders' equity	5,023,162	4,845,684	4,630,513
Class A common stock
Stockholders' equity:
Common stock	496	496	496
Class B common stock
Stockholders' equity:
Common stock	4	4	4
Class C common stock
Stockholders' equity:
Common stock	$ 0	$ 0	$ 0

Commitments and Contingencies - Litigation (Details)	Apr. 04, 2024 USD ($)	Jul. 14, 2023 USD ($)	May 31, 2023 USD ($)	Oct. 08, 2021 USD ($) lawsuit	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jul. 17, 2023 USD ($)	Mar. 31, 2023 USD ($)
Surety Bond
Commitments and Contingencies
Outstanding surety bonds					$ 24,400,000	$ 23,200,000		$ 22,400,000
Revolving Credit Facility
Commitments and Contingencies
Letters of Credit Outstanding, Amount					4,930,000	4,930,000		4,930,000
Letters of credit \| Floor Plan Facility
Commitments and Contingencies
Letters of Credit Outstanding, Amount					$ 12,300,000	$ 12,300,000		$ 11,371,000
Weissmann
Commitments and Contingencies
Number of lawsuits \| lawsuit				1
Damages sought by plaintiff				$ 2,500,000
Precise Complaint
Commitments and Contingencies
Number of day for stipulation order to be become final upon expiration of appeal period							10
Damages awarded	$ 3,700,000		$ 7,100,000
Amount the Company is entitled to			$ 3,700,000
Litigation fee to be reimbursed		$ 3,500

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Total revenue	$ 1,364,017	$ 1,486,880
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	961,620	1,045,860
Operating expenses:
Selling, general, and administrative	371,473	365,726
Depreciation and amortization	19,290	14,637
Long-lived asset impairment	5,827	7,045
(Gain) loss on sale or disposal of assets	1,585	(4,987)
Total operating expenses	398,175	382,421
Income from operations	4,222	58,599
Other expense:
Floor plan interest expense	(27,882)	(20,810)
Other interest expense, net	(36,094)	(31,113)
Other expense, net	(94)	(1,500)
Total other expense	(64,070)	(53,423)
(Loss) income before income taxes	(59,848)	5,176
Income tax benefit (expense)	9,042	(273)
Net (loss) income	(50,806)	4,903
Less: net (loss) income attributable to non-controlling interests	28,499	(1,734)
Net (loss) income attributable to Camping World Holdings, Inc.	$ (22,307)	$ 3,169
Class A common stock
(Loss) earnings per share of Class A common stock:
Basic	$ (0.50)	$ 0.07
Diluted	$ (0.51)	$ 0.05
Weighted average shares of Class A common stock outstanding:
Basic	45,047	44,455
Diluted	85,092	84,717
Good Sam Services and Plans
Revenue:
Total revenue	$ 45,681	$ 46,367
New vehicles
Revenue:
Total revenue	656,086	646,752
Used vehicles
Revenue:
Total revenue	337,685	444,746
Products, service and other
Revenue:
Total revenue	177,894	207,661
Finance and insurance, net
Revenue:
Total revenue	135,454	129,772
Good Sam Club
Revenue:
Total revenue	11,217	11,582
Good Sam Services and Plans
Revenue:
Total revenue	45,681	46,367
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	15,183	16,152
RV and Outdoor Retail
Revenue:
Total revenue	1,318,336	1,440,513
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	946,437	1,029,708
RV and Outdoor Retail \| New vehicles
Revenue:
Total revenue	656,086	646,752
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	565,039	557,542
RV and Outdoor Retail \| Used vehicles
Revenue:
Total revenue	337,685	444,746
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	278,533	341,947
RV and Outdoor Retail \| Products, service and other
Revenue:
Total revenue	177,894	207,661
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	101,675	129,018
RV and Outdoor Retail \| Finance and insurance, net
Revenue:
Total revenue	135,454	129,772
RV and Outdoor Retail \| Good Sam Club
Revenue:
Total revenue	11,217	11,582
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	$ 1,190	$ 1,201

Assets Held for Sale - Narrative (Details) - location	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Disposal Group \| Properties held for sale
Assets held for sale
Number of properties	3	5	2

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Taxes

Income Taxes

13. Income Taxes

CWH is organized as a Subchapter C corporation and, as of March 31, 2024, is a 53.0% owner of CWGS, LLC (see Note 16 — Non-Controlling Interests). 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. However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are Subchapter C corporations (“C-Corps”).

Effective Income Tax Rate

For the three months ended March 31, 2024 and 2023, the Company's effective income tax rate was 15.1% and 5.3%, respectively. The effective tax rate differed from the federal statutory rate of 21.0% primarily due to state taxes and a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies, which are not subject to entity level taxes. Additionally, the March 31, 2023 effective tax rate was further decreased by the benefit of the CWI LLC Conversion effective in January 2023.

Tax Receivable Agreement

The Company is party to a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis from the purchase of common units from Crestview Partners II GP, L.P in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any further redemptions of common units by Continuing Equity Owners and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption of common units for cash or stock occurs. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption of common units in CWGS, LLC). The Company expects to benefit from the remaining 15% of the tax benefits, if any, which may be realized.

On January 1, 2023, giftees of common units that had been gifted by CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, redeemed 2.0 million common units in CWGS, LLC for 2.0 million shares of the Company’s Class A common stock (see Note 16 — Non-Controlling Interests). The increase in deferred tax assets, the non-current portion of the Tax Receivable Agreement liability, and additional paid-in capital resulting from these redemptions was $6.3 million, $5.4 million, and $0.9 million, respectively. Payments pursuant to the Tax Receivable Agreement relating to these redemptions will begin during the year ending December 31, 2024.

During the three months ended March 31, 2024, there were no redemptions of common units by Continuing Equity Owners.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Equity-Based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity-based compensation expense:
Equity based compensation expense	$ 5,197	$ 6,358
Costs applicable to revenue
Equity-based compensation expense:
Equity based compensation expense	92	132
Selling, general, and administrative
Equity-based compensation expense:
Equity based compensation expense	$ 5,105	$ 6,226

Assets Held for Sale - Assets and Related Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Assets held for sale:
Assets held for sale	$ 6,276	$ 29,864	$ 13,971
Liabilities related to assets held for sale:
Liabilities related to assets held for sale	0	17,288	7,650
Disposal Group \| Properties held for sale
Assets held for sale:
Property and equipment, net	6,276	29,864	13,971
Assets held for sale	6,276	29,864	13,971
Liabilities related to assets held for sale:
Current portion of long-term debt	0	864	788
Long-term debt, net of current portion	0	16,424	6,862
Liabilities related to assets held for sale	$ 0	$ 17,288	$ 7,650

- Definition

Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

+ References + Details

Subsequent Event (Details) - Subsequent Event - CWDS $ in Millions	May 03, 2024 USD ($)
Minimum
Subsequent event
Total cash consideration expected from sale	$ 19.0
Maximum
Subsequent event
Total cash consideration expected from sale	$ 21.0

Inventories and Floor Plan Payables

3 Months Ended

Mar. 31, 2024

Inventories and Floor Plan Payables

Inventories and Floor Plan Payables

3. Inventories and Floor Plan Payables

Inventories consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2024		2023		2023
Good Sam services and plans	$	392	$	452	$	530
New RVs		1,469,193		1,378,403		1,219,889
Used RVs		389,810		464,833		510,689
Products, parts, accessories and other		218,197		199,261		248,998
	$	2,077,592	$	2,042,949	$	1,980,106

Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement (“Floor Plan Facility”) with a syndication of banks (“Floor Plan Lenders”).

As of March 31, 2024, December 31, 2023, and March 31, 2023, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.87%, 7.28%, and 6.63%, respectively. As of March 31, 2024, December 31, 2023, and March 31, 2023, the applicable interest rate for revolving line of credit

borrowings under the Floor Plan Facility was 7.62%, 7.63%, and 6.83%, respectively. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at March 31, 2024, December 31, 2023, and March 31, 2023.

Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FreedomRoads, LLC was in compliance with all financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023.

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


	March 31,		December 31,		March 31,
	2024		2023		2023
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,850,000	$	1,850,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,414,696)		(1,371,145)		(1,042,099)
Less: FLAIR offset account⁽¹⁾		(147,654)		(145,047)		(223,899)
Additional borrowing capacity		287,650		333,808		434,002
Less: short-term payable for sold inventory⁽²⁾		(91,299)		(41,577)		(61,520)
Less: purchase commitments⁽³⁾		(31,551)		(27,420)		(22,991)
Unencumbered borrowing capacity	$	164,800	$	264,811	$	349,491

Revolving line of credit:	$	70,000	$	70,000	$	70,000
Less: borrowings		(31,885)		(20,885)		(20,885)
Additional borrowing capacity	$	38,115	$	49,115	$	49,115

Letters of credit:
Total commitment	$	30,000	$	30,000	$	30,000
Less: outstanding letters of credit		(12,300)		(12,300)		(11,371)
Additional letters of credit capacity	$	17,700	$	17,700	$	18,629

(1)

(2)

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

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue

Summary of total unsatisfied performance obligation for these revenue streams, that the Company expects to recognize the amounts as revenue

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


	As of
	March 31, 2024
2024	$	79,930
2025		41,666
2026		20,872
2027		10,723
2028		5,247
Thereafter		3,386
Total	$	161,824

Acquisitions

3 Months Ended

Mar. 31, 2024

Acquisitions

Acquisitions

12. Acquisitions

During the three months ended March 31, 2024 and 2023, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

During the three months ended March 31, 2024, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $67.7 million, of which one RV dealerships had not opened by March 31, 2024. Separate from these acquisitions, during the three months ended March 31, 2024, the Company purchased real property for an aggregate purchase price of $1.2 million.

During the three months ended March 31, 2023, the RV and Outdoor Retail segment did not acquire any RV dealerships.

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


	Three Months Ended March 31,
($ in thousands)	2024		2023
Tangible assets (liabilities) acquired (assumed):
Inventories, net		40,394		(122)
Property and equipment, net		287		—
Operating lease assets		15,328		—
Accrued liabilities		(40)		—
Current portion of operating lease liabilities		(1,112)		—
Other current liabilities		(21)		—
Operating lease liabilities, net of current portion		(14,216)		—
Total tangible net assets acquired		40,620		(122)
Total intangible assets acquired		2,595		—
Goodwill		24,458		122
Purchase price of acquisitions		67,673		—
Application of deposit paid in prior period		(8,873)		—
Cash paid for acquisitions, net of cash acquired		58,800		—
Inventory purchases financed via floor plan		(48,684)		—
Cash payment net of floor plan financing	$	10,116	$	—

The fair values above for the three months ended March 31, 2024 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the three months ended March 31, 2024, the fair values include a measurement period adjustment to record $2.6 million of other intangible assets from a RV dealership acquisition that occurred during the year ended December 31, 2023. These intangible assets had an estimated useful life of 15 years; however, these intangible assets were sold for $2.6 million during the three months ended March 31, 2024. For the three months ended March 31, 2023, the fair values represent measurement period adjustments for valuation of acquired inventories relating to dealership acquisitions during the year ended December 31, 2022.

The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the three months ended March 31, 2024 and 2023, acquired goodwill of $24.5 million and $0.1 million, respectively, was expected to be deductible for tax purposes.

Included in the condensed consolidated financial statements for the three months ended March 31, 2024 was revenue of $7.0 million and insignificant pre-tax income from the acquired dealerships from the applicable acquisition dates. Included in the condensed consolidated financial statements for the three months ended March 31, 2023 was no revenue or pre-tax income from acquired dealerships. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

Non-Controlling Interests (Tables)

3 Months Ended

Mar. 31, 2024

Non-Controlling Interests

Schedule of ownership in CWGS, LLC


	As of March 31, 2024				As of December 31, 2023				As of March 31, 2023
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		45,071,762		53.0%		45,020,116		52.9%		44,466,636		52.6%
Continuing Equity Owners		40,044,536		47.0%		40,044,536		47.1%		40,044,536		47.4%
Total		85,116,298		100.0%		85,064,652		100.0%		84,511,172		100.0%

Schedule of effects of change in ownership


	Three Months Ended March 31,
($ in thousands)	2024		2023
Net (loss) income attributable to Camping World Holdings, Inc.	$	(22,307)	$	3,169
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options		(22)		(17)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(2,234)		(1,104)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		209		128
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		9,673
Change from net (loss) income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	(24,354)	$	11,849

Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease costs
Operating lease cost	$ 29,190	$ 29,205
Amortization of finance lease assets		(2,813)
Amortization of finance lease assets	2,860
Interest on finance lease liabilities	2,466	1,399
Short-term lease cost	377	514
Variable lease cost	5,329	6,289
Sublease income	(654)	(657)
Net lease costs	$ 39,568	$ 33,937

Income Taxes (Details) - USD ($) $ in Thousands					3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Jan. 01, 2023	Mar. 31, 2024	Mar. 31, 2023
Effective tax rate (as a percent)					15.10%	5.30%
Federal income tax rate (as a percent)					21.00%	21.00%
Current portion of liabilities under tax receivable agreement	$ 12,943	$ 12,943	$ 10,935		$ 12,943	$ 10,935
Increase in net deferred tax assets due to payments under tax receivable agreement				$ 6,300
Increase in non-current portion of Tax Receivable Agreement liability				5,400
Increase in additional paid-in capital				$ 900
Class A common stock
Shares repurchased (in shares)					0	0
CWGS, LLC \| Class A common stock
Units redeemed				2,000,000.0
Continuing Equity Owners \| Related party
Number of units redeemed	0				0
Tax receivable agreement
Expected future tax benefits retained by the Company (as a percent)					15.00%
Tax receivable agreement \| Chief Executive Officer \| Related party \| CWGS, LLC
Number of units redeemed				2,000,000.0
Tax receivable agreement \| Continuing Equity Owners and Crestview partners II GP LP \| Related party
Payment, as percent of tax benefits (as a percent)					85.00%
CWGS, LLC
Ownership interest	100.00%	100.00%	100.00%
CWH \| CWGS, LLC
Ownership interest	53.00%	52.90%	52.60%

Segments Information - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segments Information
Revenue	$ 1,364,017	$ 1,486,880
Intersegment Eliminations
Segments Information
Revenue	(3,651)	(3,422)
Good Sam Services and Plans
Segments Information
Revenue	45,681	46,367
Good Sam Services and Plans \| Intersegment Eliminations
Segments Information
Revenue	(930)	(596)
New vehicles
Segments Information
Revenue	656,086	646,752
New vehicles \| Intersegment Eliminations
Segments Information
Revenue	(1,435)	(1,178)
Used vehicles
Segments Information
Revenue	337,685	444,746
Used vehicles \| Intersegment Eliminations
Segments Information
Revenue	(767)	(941)
Products, service and other
Segments Information
Revenue	177,894	207,661
Products, service and other \| Intersegment Eliminations
Segments Information
Revenue	(121)	(174)
Finance and insurance, net
Segments Information
Revenue	135,454	129,772
Finance and insurance, net \| Intersegment Eliminations
Segments Information
Revenue	(398)	(533)
Good Sam Club
Segments Information
Revenue	11,217	11,582
Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	46,611	46,963
Good Sam Services and Plans \| Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	46,611	46,963
RV and Outdoor Retail
Segments Information
Revenue	1,318,336	1,440,513
RV and Outdoor Retail \| Operating Segments
Segments Information
Revenue	1,321,057	1,443,339
RV and Outdoor Retail \| New vehicles
Segments Information
Revenue	656,086	646,752
RV and Outdoor Retail \| New vehicles \| Operating Segments
Segments Information
Revenue	657,521	647,930
RV and Outdoor Retail \| Used vehicles
Segments Information
Revenue	337,685	444,746
RV and Outdoor Retail \| Used vehicles \| Operating Segments
Segments Information
Revenue	338,452	445,687
RV and Outdoor Retail \| Products, service and other
Segments Information
Revenue	177,894	207,661
RV and Outdoor Retail \| Products, service and other \| Operating Segments
Segments Information
Revenue	178,015	207,835
RV and Outdoor Retail \| Finance and insurance, net
Segments Information
Revenue	135,454	129,772
RV and Outdoor Retail \| Finance and insurance, net \| Operating Segments
Segments Information
Revenue	135,852	130,305
RV and Outdoor Retail \| Good Sam Club
Segments Information
Revenue	11,217	11,582
RV and Outdoor Retail \| Good Sam Club \| Operating Segments
Segments Information
Revenue	$ 11,217	$ 11,582

Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Minimum
Floor Plan Payable
Floor plan payment due period	3 days	3 days	3 days
Maximum
Floor Plan Payable
Floor plan payment due period	10 days	10 days	10 days
Floor Plan Facility
Floor Plan Payable
Total commitment	$ 1,850,000	$ 1,700,000	$ 1,850,000
Less: borrowings	(1,414,696)	(1,042,099)	(1,371,145)
Less: FLAIR offset account	(147,654)	(223,899)	(145,047)
Additional borrowing capacity	287,650	434,002	333,808
Less: short-term payable for sold inventory	(91,299)	(61,520)	(41,577)
Less: purchase commitments	(31,551)	(22,991)	(27,420)
Unencumbered borrowing capacity	164,800	349,491	264,811
Line of Credit \| Floor Plan Facility
Floor Plan Payable
Total commitment	70,000	70,000	70,000
Less: borrowings	(31,885)	(20,885)	(20,885)
Additional borrowing capacity	38,115	49,115	49,115
Letters of credit \| Floor Plan Facility
Floor Plan Payable
Total commitment	30,000	30,000	30,000
Less: outstanding letters of credit	(12,300)	(11,371)	(12,300)
Additional letters of credit capacity	$ 17,700	$ 18,629	$ 17,700

Equity-Based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2024

Equity-Based Compensation Plans

Schedule of equity-based compensation expense classified with the consolidated statements of operations


	Three Months Ended March 31,
($ in thousands)	2024		2023
Equity-based compensation expense:
Costs applicable to revenue	$	92	$	132
Selling, general, and administrative		5,105		6,226
Total equity-based compensation expense	$	5,197	$	6,358

Summary of stock option activity




	Stock Options
	(in thousands)
Outstanding at December 31, 2023		193
Exercised		(2)
Forfeited		(4)
Outstanding and exercisable at March 31, 2024		187

Summary of restricted stock unit activity


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2023		1,875
Granted		289
Vested		(74)
Forfeited		(23)
Outstanding at March 31, 2024		2,067

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets

Changes in goodwill by business line

The following table presents a summary of changes in the Company’s goodwill by segment for the three months ended March 31, 2024 and 2023 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2022 (excluding impairment charges)	$	71,118	$	793,142	$	864,260
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		122		122
Balance at March 31, 2023		24,234		598,311		622,545
Acquisitions		—		88,677		88,677
Balance at December 31, 2023		24,234		686,988		711,222
Acquisitions		—		24,458		24,458
Balance at March 31, 2024	$	24,234	$	711,446	$	735,680

Finite-lived intangible assets and related accumulated amortization

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2024, December 31, 2023 and March 31, 2023 (in thousands):


	March 31, 2024
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,740		(9,316)	$	424
Trademarks and trade names		2,132		(273)		1,859
Websites		3,050		(1,227)		1,823
RV and Outdoor Retail:
Customer lists, domain names and other		5,543		(3,439)		2,104
Supplier lists		1,696		(1,187)		509
Trademarks and trade names		27,251		(21,725)		5,526
Websites		6,344		(5,591)		753
	$	55,756	$	(42,758)	$	12,998

	December 31, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(9,246)	$	394
Trademarks and trade names		2,132		(238)		1,894
Websites		3,050		(1,118)		1,932
RV and Outdoor Retail:
Customer lists and domain names		5,543		(3,269)		2,274
Supplier lists		1,696		(1,102)		594
Trademarks and trade names		27,251		(21,390)		5,861
Websites		6,325		(5,557)		768
	$	55,637	$	(41,920)	$	13,717

	March 31, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(9,040)	$	600
Trademarks and trade names		2,132		(130)		2,002
Websites		3,050		(792)		2,258
RV and Outdoor Retail:
Customer lists and domain names		4,872		(3,025)		1,847
Supplier lists		1,696		(824)		872
Trademarks and trade names		27,251		(20,049)		7,202
Websites		6,085		(5,485)		600
	$	54,726	$	(39,345)	$	15,381

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net (loss) income	$ (50,806)	$ 4,903
Less: net (loss) income attributable to non-controlling interests	28,499	(1,734)
Net (loss) income attributable to Camping World Holdings, Inc. - basic	(22,307)	3,169
Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock	(21,275)	1,297
Net (loss) income attributable to Camping World Holdings, Inc. - diluted	$ (43,582)	$ 4,466
Stock Option
Denominator:
Weighted-average antidilutive securities excluded from the computation of diluted (loss) earnings per share of Class A stock	189	0
Restricted Stock Units (RSUs)
Denominator:
Weighted-average antidilutive securities excluded from the computation of diluted (loss) earnings per share of Class A stock	1,841	2,122
Class A common stock
Denominator:
Weighted-average shares of Class A common stock outstanding - basic	45,047	44,455
Dilutive options to purchase Class A common stock	0	15
Dilutive restricted stock units	0	202
Dilutive common units of CWGS, LLC that are convertible into Class A common stock	40,045	40,045
Weighted-average shares of Class A common stock outstanding - diluted	85,092	84,717
(Loss) earnings per share of Class A common stock - basic	$ (0.50)	$ 0.07
(Loss) earnings per share of Class A common stock - diluted	$ (0.51)	$ 0.05

Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segments Information
Other interest expense, net	$ 36,094	$ 31,113
Operating Segments
Segments Information
Other interest expense, net	8,096	5,742
Corporate, Non-Segment
Segments Information
Other interest expense, net	27,998	25,371
Good Sam Services and Plans \| Operating Segments
Segments Information
Other interest expense, net	(18)	(55)
RV and Outdoor Retail \| Operating Segments
Segments Information
Other interest expense, net	$ 8,114	$ 5,797

Subsequent Event

3 Months Ended

Mar. 31, 2024

Subsequent Event

Subsequent Event

20. Subsequent Event

On May 3, 2024, the Company closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”) and, in connection with the sale, entered into a supply agreement with the buyer. The total cash consideration is expected to be between $19.0 million and $21.0 million. The

Company expects to recognize an immaterial loss on the transaction. The Company believes that it will gain operational efficiencies by exiting the manufacture of RV furniture and focusing its resources on the sourcing and sale of its products. CWDS did not meet the criteria to be reported as held for sale as of March 31, 2024 and the loss on sale of CWDS will be recorded in loss (gain) on sale or disposal of assets in the condensed consolidated statements of operations for the three months ended June 30, 2024.

Related Party Transactions (Details) - FreedomRoads - Lease Agreement - Related party - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Mr. Lemonis
Related party transactions
Related party expense	$ 0.2	$ 0.2
Managers and Officers
Related party transactions
Related party expense	$ 0.0	$ 1.5

Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segments Information
Depreciation and amortization	$ 19,290	$ 14,637
Good Sam Services and Plans \| Operating Segments
Segments Information
Depreciation and amortization	848	952
RV and Outdoor Retail \| Operating Segments
Segments Information
Depreciation and amortization	$ 18,442	$ 13,685

Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Fair Value Measurements
Liabilities related to assets held for sale	$ 0	$ 17,288	$ 7,650
Level 2 \| Carrying Value \| Term Loan Facility
Fair Value Measurements
Debt instrument	1,343,580	1,346,229	1,354,221
Level 2 \| Carrying Value \| Floor Plan Facility
Fair Value Measurements
Debt instrument	31,885	20,885	20,885
Level 2 \| Carrying Value \| Real Estate Facilities
Fair Value Measurements
Debt instrument	219,068	183,892	202,452
Liabilities related to assets held for sale		17,300	7,700
Level 2 \| Carrying Value \| Other Long-Term Debt
Fair Value Measurements
Debt instrument	8,168	8,246	3,250
Level 2 \| Fair Value \| Term Loan Facility
Fair Value Measurements
Debt instrument	1,322,077	1,328,892	1,387,212
Level 2 \| Fair Value \| Floor Plan Facility
Fair Value Measurements
Debt instrument	33,134	21,732	21,213
Level 2 \| Fair Value \| Real Estate Facilities
Fair Value Measurements
Debt instrument	230,710	195,029	211,085
Level 2 \| Fair Value \| Other Long-Term Debt
Fair Value Measurements
Debt instrument	$ 6,708	$ 6,702	$ 2,945

Inventories and Floor Plan Payables - Floor Plan Payable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Floor Plan Payable
Amount drawn	$ 43,000	$ 0
Floor Plan Facility
Floor Plan Payable
Maximum borrowing capacity	1,850,000	1,700,000	$ 1,850,000
FLAIR offset account amount	$ 147,654	$ 223,899	$ 145,047
Floor Plan Facility, floor plan notes
Floor Plan Payable
Applicable interest rate (as a percent)	7.87%	6.63%	7.28%
Line of Credit \| Floor Plan Facility
Floor Plan Payable
Maximum borrowing capacity	$ 70,000	$ 70,000	$ 70,000
Applicable interest rate (as a percent)	7.62%	6.83%	7.63%

(Loss) Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

(Loss) Earnings Per Share

Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings


	Three Months Ended March 31,
(In thousands except per share amounts)	2024		2023
Numerator:
Net (loss) income	$	(50,806)	$	4,903
Less: net (loss) income attributable to non-controlling interests		28,499		(1,734)
Net (loss) income attributable to Camping World Holdings, Inc. — basic	$	(22,307)	$	3,169
Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock		(21,275)		1,297
Net (loss) income attributable to Camping World Holdings, Inc. — diluted	$	(43,582)	$	4,466
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		45,047		44,455
Dilutive options to purchase Class A common stock		—		15
Dilutive restricted stock units		—		202
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		40,045		40,045
Weighted-average shares of Class A common stock outstanding — diluted		85,092		84,717

(Loss) earnings per share of Class A common stock — basic	$	(0.50)	$	0.07
(Loss) earnings per share of Class A common stock — diluted	$	(0.51)	$	0.05

Weighted-average anti-dilutive securities excluded from the computation of diluted (loss) earnings per share of Class A common stock:
Stock options to purchase Class A common stock		189		—
Restricted stock units		1,841		2,122

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Fair Value Measurements

9. Fair Value Measurements

Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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


	Fair Value	March 31, 2024				December 31, 2023				March 31, 2023
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,343,580	$	1,322,077	$	1,346,229	$	1,328,892	$	1,354,221	$	1,387,212
Floor Plan Facility Revolving Line of Credit	Level 2		31,885		33,134		20,885		21,732		20,885		21,213
Real Estate Facilities⁽¹⁾	Level 2		219,068		230,710		183,892		195,029		202,452		211,085
Other Long-Term Debt	Level 2		8,168		6,708		8,246		6,702		3,250		2,945

(1)	The carrying value of Real Estate Facilities at December 31, 2023 and March 31, 2023, include $17.3 million and $7.7 million, respectively, reported as liabilities related to assets held for sale in the condensed consolidated balance sheet.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Summary of aggregate carrying value and fair value of fixed rate debt


	Fair Value	March 31, 2024				December 31, 2023				March 31, 2023
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,343,580	$	1,322,077	$	1,346,229	$	1,328,892	$	1,354,221	$	1,387,212
Floor Plan Facility Revolving Line of Credit	Level 2		31,885		33,134		20,885		21,732		20,885		21,213
Real Estate Facilities⁽¹⁾	Level 2		219,068		230,710		183,892		195,029		202,452		211,085
Other Long-Term Debt	Level 2		8,168		6,708		8,246		6,702		3,250		2,945

(1)	The carrying value of Real Estate Facilities at December 31, 2023 and March 31, 2023, include $17.3 million and $7.7 million, respectively, reported as liabilities related to assets held for sale in the condensed consolidated balance sheet.

Long-Term Debt - Real Estate Facilities (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Jun. 30, 2023 USD ($) property	Mar. 31, 2024 USD ($) location property	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Long-term debt
Revolving line of credit		$ 31,885	$ 20,885	$ 20,885
Payments of outstanding balance		$ 32,000	0
Number of properties associated in sale leaseback transaction \| location		2
M & T Real Estate Facility
Long-term debt
Debt instrument face amount		$ 55,600	$ 59,200
Payments of outstanding balance		$ 15,600
Number of properties associated in sale leaseback transaction \| property		2
M&T Real Estate Facility Relating to Separate Property
Long-term debt
Payments of outstanding balance		$ 1,700
Second CIBC Real Estate Facility
Long-term debt
Payments of outstanding balance	$ 7,400
Number of properties with associated secured borrowings \| property	1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Equity-Based Compensation Plans

3 Months Ended

Mar. 31, 2024

Equity-Based Compensation Plans

Equity-Based Compensation Plans

17. Equity-Based Compensation Plans

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


	Three Months Ended March 31,
($ in thousands)	2024		2023
Equity-based compensation expense:
Costs applicable to revenue	$	92	$	132
Selling, general, and administrative		5,105		6,226
Total equity-based compensation expense	$	5,197	$	6,358

The following table summarizes stock option activity for the three months ended March 31, 2024:




	Stock Options
	(in thousands)
Outstanding at December 31, 2023		193
Exercised		(2)
Forfeited		(4)
Outstanding and exercisable at March 31, 2024		187

The following table summarizes restricted stock unit (“RSU”) activity for the three months ended March 31, 2024:


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2023		1,875
Granted		289
Vested		(74)
Forfeited		(23)
Outstanding at March 31, 2024		2,067

During the three months ended March 31, 2024, the Company granted 289,250 RSUs to employees and a newly-appointed nonemployee director with an aggregate grant date fair value of $7.4 million and weighted-average grant date fair value of $25.59 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years for employees and one year for the nonemployee director.

Summary of Significant Accounting Policies - Description of Business (Details) - CWGS, LLC	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Segments Information
Ownership interest	100.00%	100.00%	100.00%
CWH
Segments Information
Ownership interest	53.00%	52.90%	52.60%

Acquisitions - General Information (Details) $ in Millions	3 Months Ended
Acquisitions - General Information (Details) $ in Millions	Mar. 31, 2024 USD ($) location	Mar. 31, 2023 location
Acquisitions
Real properties purchased \| $	$ 1.2
RV and Outdoor Retail \| RV Dealership Groups
Acquisitions
Cash paid for acquisition \| $	$ 67.7
Number of locations acquired \| location	9	0
Number of locations to be open after current reporting period \| location	1

Statement of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2024

Statement of Cash Flows

Supplemental disclosures of cash flow information

Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows:



	Three months ended March 31,
	2024		2023
Cash paid (refunded) during the period for:
Interest	$	61,812	$	29,289
Income taxes		(111)		(93)
Non-cash investing and financing activities:
Vehicles transferred to property and equipment from inventory		143		136
Capital expenditures in accounts payable and accrued liabilities		6,203		6,068
Prior period deposit applied to portion of purchase price of RV dealership acquisition		8,873		—
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		—		20
Cost of treasury stock issued for vested restricted stock units		2,595		1,300

Revenue

3 Months Ended

Mar. 31, 2024

Revenue

Revenue

2. Revenue

Contract Assets

As of March 31, 2024, December 31, 2023, and March 31, 2023 contract assets of $13.4 million, $16.1 million and $17.4 million, respectively, relating to RV service revenues, were included in accounts receivable in the accompanying condensed consolidated balance sheets.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the three months ended March 31, 2024, the Company estimates approximately $31.7 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. These estimates consider factors including, but not limited to, average service term, cash received for the period, cancellations, contract extensions, and upgrades.

As of March 31, 2024, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships and loyalty point program, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at March 31, 2024 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	March 31, 2024
2024	$	79,930
2025		41,666
2026		20,872
2027		10,723
2028		5,247
Thereafter		3,386
Total	$	161,824

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (22,307)	$ 3,169

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Lease Obligations
Finance lease assets	$ 139.8	$ 100.4	$ 93.6

Lease Obligations - Sale-Leaseback Arrangement (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) location
Lease Obligations
Number of properties associated in sale leaseback transaction \| location	2
Sale price of properties	$ 23.5
Gains (Losses) in sale leaseback arrangement	$ 0.1
Term of sale leaseback transaction	20 years

Equity-Based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Share-based Compensation Plans
Vested (in shares)	(74,000)
Restricted Stock Units
Outstanding at December 31, 2022 (in shares)	1,875,000
Granted (in shares)	289,000
Forfeited (in shares)	(23,000)
Outstanding at March 31, 2023 (shares)	2,067,000
Employees And Non Employee Directors
Restricted Stock Units
Granted (in shares)	289,250
Grant date fair value (in dollars) \| $	$ 7.4
Weighted Average Grant Date Fair Value
Weighted average grant date fair value (per share) \| $ / shares	$ 25.59
Employees
Restricted Stock Units
Vesting period	5 years
Non-employee Directors
Restricted Stock Units
Vesting period	1 year

Restructuring and Long-Lived Asset Impairment - Active Sports Restructuring (Details) - Active Sports - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Restructuring Costs
Charged to expense	$ 260	$ 0
One-time termination benefits
Restructuring Costs
Charged to expense			$ 193
Paid or otherwise settled			(193)
Other associated costs
Restructuring Costs
Charged to expense	260	$ 0	1,003
Paid or otherwise settled	(260)		(1,003)
Restructuring costs excluding incremental inventory reserve charges
Restructuring Costs
Charged to expense	260		1,196
Paid or otherwise settled	$ (260)		$ (1,196)

Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Non-Controlling Interests
Units held	85,116,298	85,064,652	84,511,172
Ownership interest	100.00%	100.00%	100.00%
CWH
Non-Controlling Interests
Units held	45,071,762	45,020,116	44,466,636
Ownership interest	53.00%	52.90%	52.60%
Continuing Equity Owners
Non-Controlling Interests
Units held	40,044,536	40,044,536	40,044,536
Ownership interest	47.00%	47.10%	47.40%

Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Term Loan Facility
Long-Term Debt
Effective interest rate (as a percent)	8.18%	8.21%	7.44%
Letters of credit \| Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity	$ 15.0	$ 15.0	$ 15.0
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments	35.00%	35.00%	35.00%
Secured Debt \| Revolving Credit Facility
Long-Term Debt
Reduction in borrowing capacity	$ 37.3
Secured Debt \| Letters of credit \| Revolving Credit Facility
Long-Term Debt
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments	35.00%	35.00%	35.00%

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net (loss) income	$ (50,806)	$ 4,903
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,290	14,637
Equity-based compensation	5,197	6,358
Long-lived asset impairment	5,827	7,045
Loss (gain) on sale or disposal of assets	1,585	(4,987)
Provision for losses on accounts receivable	47	(414)
Non-cash lease expense	14,037	15,039
Accretion of original debt issuance discount	584	503
Non-cash interest	746	658
Deferred income taxes	3,610	4,126
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit	(66,222)	(50,078)
Inventories	6,026	143,675
Prepaid expenses and other assets	(20,713)	7,961
Accounts payable and other accrued expenses	25,194	64,699
Deferred revenue	2,678	(3,086)
Operating lease liabilities	(14,440)	(14,609)
Other, net	(622)	2,787
Net cash (used in) provided by operating activities	(67,982)	199,217
Investing activities
Purchases of property and equipment	(25,927)	(25,314)
Proceeds from sale of property and equipment	143	183
Purchases of real property	(1,243)	(18,236)
Proceeds from the sale of real property	23,853	22,703
Purchases of businesses, net of cash acquired	(58,800)	0
Purchases of intangible assets	(119)	(23)
Proceeds from sale of intangible assets	2,595	0
Net cash used in investing activities	(59,498)	(20,687)
Financing activities
Proceeds from long-term debt	55,624	59,227
Payments on long-term debt	(23,406)	(9,058)
Net proceeds (payments) on notes payable - floor plan, net	93,273	(249,822)
Borrowings on revolving line of credit	43,000	0
Payments on revolving line of credit	(32,000)	0
Payments on finance leases	(1,828)	(1,233)
Payments on sale-leaseback arrangement	(48)	(46)
Payment of debt issuance costs	(876)	(767)
Dividends on Class A common stock	(5,634)	(27,791)
Proceeds from exercise of stock options	51	41
RSU shares withheld for tax	(658)	(338)
Distributions to holders of LLC common units	(9,947)	(6,046)
Net cash provided by (used in) financing activities	117,551	(235,833)
Decrease in cash and cash equivalents	(9,929)	(57,303)
Cash and cash equivalents at beginning of the period	39,647	130,131
Cash and cash equivalents at end of the period	$ 29,718	$ 72,828

Restructuring and Long-Lived Asset Impairment - Narrative (Details) - Active Sports - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restructuring cost and accrual
Annual lease expense, net of sublease income	$ 1.1
Incurred costs	6.2
Impairment charges		$ 6.6
Impairment of Intangible Assets, Finite-Live		4.5
Other Asset Impairment Charges		$ 2.1
One-time termination benefits
Restructuring cost and accrual
Incurred costs	0.2
Lease termination costs
Restructuring cost and accrual
Incurred costs	0.4
Incremental inventory reserve charges
Restructuring cost and accrual
Incurred costs	4.3
Other associated costs \| Maximum
Restructuring cost and accrual
Incurred costs	$ 1.3

(Loss) Earnings Per Share

3 Months Ended

Mar. 31, 2024

(Loss) Earnings Per Share

(Loss) Earnings Per Share

18. (Loss) Earnings Per Share

Basic (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

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


	Three Months Ended March 31,
(In thousands except per share amounts)	2024		2023
Numerator:
Net (loss) income	$	(50,806)	$	4,903
Less: net (loss) income attributable to non-controlling interests		28,499		(1,734)
Net (loss) income attributable to Camping World Holdings, Inc. — basic	$	(22,307)	$	3,169
Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock		(21,275)		1,297
Net (loss) income attributable to Camping World Holdings, Inc. — diluted	$	(43,582)	$	4,466
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		45,047		44,455
Dilutive options to purchase Class A common stock		—		15
Dilutive restricted stock units		—		202
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		40,045		40,045
Weighted-average shares of Class A common stock outstanding — diluted		85,092		84,717

(Loss) earnings per share of Class A common stock — basic	$	(0.50)	$	0.07
(Loss) earnings per share of Class A common stock — diluted	$	(0.51)	$	0.05

Weighted-average anti-dilutive securities excluded from the computation of diluted (loss) earnings per share of Class A common stock:
Stock options to purchase Class A common stock		189		—
Restricted stock units		1,841		2,122

Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate basic and diluted (loss) earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Long-term debt
Long-Term Debt	$ 1,570,816	$ 1,552,273	$ 1,521,079
Less: current portion	(25,651)	(26,969)	(22,121)
Long-term debt, net of current portion	1,545,165	1,525,304	1,498,958
Term Loan Facility
Long-term debt
Principal amount of borrowings	1,400,000	1,400,000	1,400,000
Less: cumulative principal payments	(40,538)	(26,523)	(37,034)
Less: unamortized original issue discount	(11,433)	(13,721)	(12,016)
Less: unamortized finance costs	(4,449)	(5,535)	(4,721)
Long-Term Debt	1,343,580	1,354,221	1,346,229
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	$ 1,329,565	$ 1,340,206	$ 1,332,214
Average interest rate (as a percent)	7.94%	7.20%	7.97%
Effective interest rate (as a percent)	8.18%	7.44%	8.21%
Revolving Credit Facility
Long-term debt
Principal amount of borrowings	$ 65,000	$ 65,000	$ 65,000
Less: outstanding letters of credit	(4,930)	(4,930)	(4,930)
Less: availability reduction due to Total Leverage Ratio	(37,320)		(37,320)
Additional letters of credit capacity	$ 22,750	$ 60,070	$ 22,750

Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock Class A common stock	Common Stock Class B common stock	Common Stock Class C common stock	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Non-controlling Interest	Total
Balance at Dec. 31, 2022	$ 476	$ 4	$ 0	$ 106,051	$ (179,732)	$ 221,031	$ 99,856	$ 247,686
Balance (in shares) at Dec. 31, 2022	47,571	41,466	0
Balance (in shares) at Dec. 31, 2022					(5,130)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation				3,345			3,013	6,358
Exercise of stock options	$ 0	0	0	(25)	$ 66	0	0	41
Exercise of stock options (in shares)	0				2
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	$ 0	0	0	(17)	$ 0	0	17	0
Vesting of restricted stock units	$ 0	$ 0	$ 0	(1,104)	$ 1,300	0	(196)	0
Vesting of restricted stock units (in shares)	0	0	0		37
Repurchases of Class A common stock for withholding taxes on vested RSUs	$ 0	$ 0	$ 0	128	$ (466)	0	0	(338)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)	0	0	0		(13)
Redemption of LLC common units for Class A common stock	$ 20	$ 0	$ 0	9,673	$ 0	0	(4,739)	4,954
Redemption of LLC common units for Class A common stock (in shares)	2,000	(2,000)	0		0
Distributions to holders of LLC common units	$ 0	$ 0	$ 0	0	$ 0	0	(6,046)	(6,046)
Dividends	0	0	0	0	0	(27,791)	0	(27,791)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	0	0	0	(4,014)	0	0	0	(4,014)
Non-controlling interest adjustment	0	0	0	(20)	0	0	20	0
Net (loss) income	0	0	0	0	0	3,169	1,734	4,903
Balance at Mar. 31, 2023	$ 496	$ 4	$ 0	114,017	$ (178,832)	196,409	93,659	$ 225,753
Balance (in shares) at Mar. 31, 2023	49,571	39,466	0
Balance (in shares) at Mar. 31, 2023					(5,104)			5,104
Balance at Dec. 31, 2023	$ 496	$ 4	$ 0	98,280	$ (159,440)	185,244	89,623	$ 214,207
Balance (in shares) at Dec. 31, 2023	49,571	39,466	0
Balance (in shares) at Dec. 31, 2023					(4,551)			4,551
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation				2,751			2,446	$ 5,197
Exercise of stock options	$ 0	$ 0	$ 0	(30)	$ 81	0	0	51
Exercise of stock options (in shares)	0	0			2
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	$ 0	$ 0	$ 0	(22)	$ 0	0	22	0
Vesting of restricted stock units	$ 0	$ 0	$ 0	(2,234)	$ 2,595	0	(361)	0
Vesting of restricted stock units (in shares)	0	0	0		74
Repurchases of Class A common stock for withholding taxes on vested RSUs	$ 0	$ 0	$ 0	209	$ (867)	0	0	(658)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)	0	0	0		(24)
Distributions to holders of LLC common units	$ 0	$ 0	$ 0	0	$ 0	0	(9,947)	(9,947)
Dividends	0	0	0	0	0	(5,634)	0	(5,634)
Non-controlling interest adjustment	0	0	0	(126)	0	0	126	0
Net (loss) income	0	0	0	0	0	(22,307)	(28,499)	(50,806)
Balance at Mar. 31, 2024	$ 496	$ 4	$ 0	$ 98,828	$ (157,631)	$ 157,303	$ 53,410	$ 152,410
Balance (in shares) at Mar. 31, 2024	49,571	39,466	0
Balance (in shares) at Mar. 31, 2024					(4,499)			4,499

Equity-Based Compensation Plans - Stock Options (Details) - Employee Stock Option [Member] - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Stock Options
Outstanding at December 31, 2023 (in shares)		193
Exercised (in shares)	(2)
Forfeited (in shares)	(4)
Outstanding and exercisable at March 31, 2024 (in shares)	187

Revenue - Contract Assets (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Accounts Receivable. \| RV Service Center
Capitalized costs
Contract asset	$ 13.4	$ 16.1	$ 17.4

Assets Held for Sale

3 Months Ended

Mar. 31, 2024

Assets Held for Sale

Assets Held for Sale

5. Assets Held for Sale

As of March 31, 2024, December 31, 2023, and March 31, 2023, three, five, and two RV and Outdoor Retail segment properties, respectively, met the criteria to be classified as held for sale. Additionally, as of December 31, 2023 and March 31, 2023, certain of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 7 — Long-Term Debt for definition and further details).

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


	March 31,		December 31,		March 31,
	2024		2023		2023
Assets held for sale:
Property and equipment, net	$	6,276	$	29,864	$	13,971
	$	6,276	$	29,864	$	13,971
Liabilities related to assets held for sale:
Current portion of long-term debt	$	—	$	864	$	788
Long-term debt, net of current portion		—		16,424		6,862
	$	—	$	17,288	$	7,650

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies.

Commitments and Contingencies

10. Commitments and Contingencies

Litigation

Weissmann Complaint

On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the

amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On April 23, 2024, the post-hearing briefing concluded and a decision is expected within thirty (30) days of that date.

Tumbleweed Complaint

On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus Lemonis on May 17, 2022. FR Holdco, CW, and Marcus Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. On March 11, 2024, FR Holdco’s arbitration demand and the Weissman arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On April 23, 2024, the post-hearing briefing concluded and a decision is expected within thirty (30) days of that date.

Precise Complaint

On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee (the “Trustee”) for the Estate of Precise Graphix, LLC (the “Precise Estate”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW. The Trustee alleges the following claims against defendants, including CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty; (iv) breach of contract; (v) breach of oral contract; (vi) fraud in the inducement; (vii) negligent misrepresentation; (viii) fraudulent concealment; (ix) conspiracy; (x) unlawful business practices in violation of California Business and Professions Code §17200; (xi) aiding and abetting; (xii) breach of fiduciary duty; and (xiii) declaratory judgment. The Trustee did not serve the Precise Complaint on CW. On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise Estate’s arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $7.1 million (the “Final Award”), of which CW would be entitled to $3.7 million. On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS. On June 29, 2023, CW advanced the Trustee’s portion of the fee required by JAMS to advance the appeal. On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “USBC”) seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate. On July 14, 2023, the Trustee and respondents, including CW, filed a stipulation and agreed order (the “Stipulation”) as follows: (1) upon approval and entry of the Stipulation, CW’s claim for $3,500 shall be allowed and reimbursed; (2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award; and (3) the Trustee will not dispute the amount of the Final Award. On July 17, 2023, the USBC entered the Stipulation as an order,

which became final upon the expiration of the ten (10) day appeal period. Precise withdrew its appeal and on August 14, 2023 JAMS closed the arbitration. On September 25, 2023, the Superior Court of the State of California, upon motion by defendants, confirmed the arbitration award. On October 6, 2023, defendants filed an application in the matter of In re: Precise Graphix, LLC, pending in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “Bankruptcy Court”) seeking to have the fee award deemed an administrative expense in the Precise Estate. On April 4, 2024, the Trustee, CW, and the Precise Estate entered into a settlement agreement which provides for, among other things, an allowed claim against the Precise Estate in favor of CW in the amount of $3.7 million, a portion of which is payable upon the entry of a final order of the Bankruptcy Estate approving the settlement agreement and mutual releases from the parties (the “Settlement Agreement”). On April 7, 2024, the Trustee filed a motion seeking approval of the Settlement Agreement.

General

While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements. The Company does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations.

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

Financial Assurances

In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of March 31, 2024, December 31, 2023, and March 31, 2023, outstanding standby letters of credit issued through our Floor Plan Facility were $12.3 million, $12.3 million, and $11.4 million, respectively (see Note 3 — Inventories and Floor Plan Payables). The outstanding standby letters of credit issued through the Senior Secured Credit Facilities as of March 31, 2024, December 31, 2023, and March 31, 2023 were $4.9 million (see Note 7 — Long-Term Debt). As of March 31, 2023, December 31, 2023, and March 31, 2023, outstanding surety bonds were $24.4 million, $23.2 million, and $22.4 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

Revenue - Performance Obligation (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Performance obligation
Revenue expected to be recognized	$ 161,824
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Performance obligation
Revenue expected to be recognized	$ 79,930
Unsatisfied performance obligation, period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Performance obligation
Revenue expected to be recognized	$ 41,666
Unsatisfied performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Performance obligation
Revenue expected to be recognized	$ 20,872
Unsatisfied performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Performance obligation
Revenue expected to be recognized	$ 10,723
Unsatisfied performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Performance obligation
Revenue expected to be recognized	$ 5,247
Unsatisfied performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Performance obligation
Revenue expected to be recognized	$ 3,386
Unsatisfied performance obligation, period

Inventories and Floor Plan Payables - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Inventories
Inventories	$ 2,077,592	$ 2,042,949	$ 1,980,106
Good Sam Services and Plans
Inventories
Inventories	392	452	530
New RV vehicles
Inventories
Inventories	1,469,193	1,378,403	1,219,889
Used RV vehicles
Inventories
Inventories	389,810	464,833	510,689
Products, parts, accessories and other
Inventories
Inventories	$ 218,197	$ 199,261	$ 248,998

Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Intangible Assets
Cost or Fair Value	$ 55,756	$ 55,637	$ 54,726
Accumulated Amortization	(42,758)	(41,920)	(39,345)
Net	12,998	13,717	15,381
Good Sam services and plans \| Membership, customer lists and other
Intangible Assets
Cost or Fair Value	9,740	9,640	9,640
Accumulated Amortization	(9,316)	(9,246)	(9,040)
Net	424	394	600
Good Sam services and plans \| Trademarks and trade names
Intangible Assets
Cost or Fair Value	2,132	2,132	2,132
Accumulated Amortization	(273)	(238)	(130)
Net	1,859	1,894	2,002
Good Sam services and plans \| Websites
Intangible Assets
Cost or Fair Value	3,050	3,050	3,050
Accumulated Amortization	(1,227)	(1,118)	(792)
Net	1,823	1,932	2,258
RV and Outdoor Retail \| Customer lists, domain names and other
Intangible Assets
Cost or Fair Value	5,543
Accumulated Amortization	(3,439)
Net	2,104
RV and Outdoor Retail \| Customer lists and domain names
Intangible Assets
Cost or Fair Value		5,543	4,872
Accumulated Amortization		(3,269)	(3,025)
Net		2,274	1,847
RV and Outdoor Retail \| Supplier Lists
Intangible Assets
Cost or Fair Value	1,696	1,696	1,696
Accumulated Amortization	(1,187)	(1,102)	(824)
Net	509	594	872
RV and Outdoor Retail \| Trademarks and trade names
Intangible Assets
Cost or Fair Value	27,251	27,251	27,251
Accumulated Amortization	(21,725)	(21,390)	(20,049)
Net	5,526	5,861	7,202
RV and Outdoor Retail \| Websites
Intangible Assets
Cost or Fair Value	6,344	6,325	6,085
Accumulated Amortization	(5,591)	(5,557)	(5,485)
Net	$ 753	$ 768	$ 600

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of March 31, 2024, December 31, 2023, and March 31, 2023, CWH owned 53.0%, 52.9%, and 52.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.
Seasonality	Seasonality The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline. Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business. Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company’s adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements. In August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction. The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively. The Company’s early adoption of the provisions of this ASU as of January 1, 2023 did not materially impact on the Company’s condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss. The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit. Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition. Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods. The standard should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the provisions of this ASU as of January 1, 2024, with respect to the annual disclosures beginning with the year ending December 31, 2024 and interim disclosures beginning with the three months ending March 31, 2025, including the presentation of the comparable prior periods. The adoption of this ASU will result in additional segment reporting disclosures and does not otherwise have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.

Restructuring and Long-Lived Asset Impairment - Long-lived Asset Impairment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Long-lived Asset Impairment
Long-lived asset impairment	$ 5,827	$ 7,045
Leasehold improvements
Long-lived Asset Impairment
Long-lived asset impairment	2,285	740
Operating lease right-of-use assets
Long-lived Asset Impairment
Long-lived asset impairment	1,290
Building and improvements
Long-lived Asset Impairment
Long-lived asset impairment	2,252
Furniture and equipment
Long-lived Asset Impairment
Long-lived asset impairment		329
Software
Long-lived Asset Impairment
Long-lived asset impairment		1,362
Construction in progress and software in development
Long-lived Asset Impairment
Long-lived asset impairment		113
Intangible Assets
Long-lived Asset Impairment
Long-lived asset impairment		4,501
Active Sports
Long-lived Asset Impairment
Long-lived asset impairment		6,648
Unrelated to restructuring activities
Long-lived Asset Impairment
Long-lived asset impairment	$ 5,827	$ 397

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Stockholders' Equity

Stockholders' Equity

15. Stockholders’ Equity

Stock Repurchase Program

During the three months ended March 31, 2024 and three months ended March 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program. Repurchases under the stock repurchase program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. The Company expects to fund the repurchases using cash on hand. As of March 31, 2024, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million and the program expires on December 31, 2025.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (i)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue - Deferred Revenues (Details) $ in Millions	3 Months Ended
Revenue - Deferred Revenues (Details) $ in Millions	Mar. 31, 2024 USD ($)
Deferred Revenues
Revenues recognized that were included in the deferred revenue balance	$ 31.7

Statement of Cash Flows

3 Months Ended

Mar. 31, 2024

Statement of Cash Flows

Statement of Cash Flows

11. Statement of Cash Flows

Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows:



	Three months ended March 31,
	2024		2023
Cash paid (refunded) during the period for:
Interest	$	61,812	$	29,289
Income taxes		(111)		(93)
Non-cash investing and financing activities:
Vehicles transferred to property and equipment from inventory		143		136
Capital expenditures in accounts payable and accrued liabilities		6,203		6,068
Prior period deposit applied to portion of purchase price of RV dealership acquisition		8,873		—
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		—		20
Cost of treasury stock issued for vested restricted stock units		2,595		1,300

Lease Obligations (Tables)

3 Months Ended

Mar. 31, 2024

Lease Obligations

Summary of lease cost

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


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	29,190	$	29,205
Finance lease cost:
Amortization of finance lease assets		2,860		(2,813)
Interest on finance lease liabilities		2,466		1,399
Short-term lease cost		377		514
Variable lease cost		5,329		6,289
Sublease income		(654)		(657)
Net lease costs	$	39,568	$	33,937

Schedule of cash flow supplemental information

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


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	29,588	$	28,774
Operating cash flows for finance leases		2,466		1,395
Financing cash flows for finance leases		1,829		1,233
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		44,183		2,693
New, remeasured and terminated finance leases		42,228		7,700

Long-Term Debt

3 Months Ended

Mar. 31, 2024

Long-Term Debt.

Long-Term Debt

7. Long-Term Debt

Outstanding long-term debt consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2024		2023		2023
Term Loan Facility ⁽¹⁾	$	1,343,580	$	1,346,229	$	1,354,221
Real Estate Facilities ⁽²⁾		219,068		166,604		194,802
Other Long-Term Debt		8,168		8,246		3,250
Subtotal		1,570,816		1,521,079		1,552,273
Less: current portion		(25,651)		(22,121)		(26,969)
Total	$	1,545,165	$	1,498,958	$	1,525,304

(1)	Net of $11.4 million, $12.0 million, and $13.7 million of original issue discount at March 31, 2024, December 31, 2023, and March 31, 2023, respectively, and $4.4 million, $4.7 million, and $5.5 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.

(2)	Net of $3.9 million, $3.3 million, and $3.9 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.

Senior Secured Credit Facilities

As of March 31, 2024, December 31, 2023, and March 31, 2023, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and collectively the “Senior Secured Credit Facilities”).

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


	March 31,		December 31,		March 31,
	2024		2023		2023
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(40,538)		(37,034)		(26,523)
Less: unamortized original issue discount		(11,433)		(12,016)		(13,721)
Less: unamortized finance costs		(4,449)		(4,721)		(5,535)
		1,343,580		1,346,229		1,354,221
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,329,565	$	1,332,214	$	1,340,206
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,930)		(4,930)		(4,930)
Less: total net leverage ratio borrowing limitation		(37,320)		(37,320)		—
Additional borrowing capacity	$	22,750	$	22,750	$	60,070

As of March 31, 2024, December 31, 2023, and March 31, 2023, the average interest rate on the Term Loan Facility was 7.94%, 7.97%, and 7.20%, respectively, and the effective interest rate was 8.18%, 8.21%, and 7.44%, respectively.

Management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of March 31, 2024, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023.

Real Estate Facilities

As of March 31, 2024, December 31, 2023, and March 31, 2023, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were parties to a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”). During the three months ended March 31, 2024 and 2023, FRHP borrowed an additional $55.6 million and $59.2 million, respectively, under the M&T Real Estate Facility. During the three months ended March 31, 2024, FRHP repaid $15.6 million in conjunction with a sale-leaseback transaction of two properties secured under the M&T Real Estate Facility. Additionally, during the three months ended March 31, 2024, FRHP repaid $1.7 million of the M&T Real Estate Facility relating to a separate property of which a portion of that property was sold.

As of March 31, 2024, December 31, 2023, and March 31, 2023, Camping World Property, LLC, successor by conversion to Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), were parties to loan and security agreements for real estate credit facilities ((as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) and together with the M&T Real Estate Facility, the “Real Estate Facilities”). In June 2023, the Real Estate Borrower sold one property located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $7.4 million was repaid and terminated by the Real Estate Borrower.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at March 31, 2024:


	As of March 31, 2024
	Principal		Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾		Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	206,549	$	7,390	⁽³⁾		7.63%
First CIBC Real Estate Facility		3,585		—			8.33%
Third CIBC Real Estate Facility		8,934		—			8.08%
	$	219,068	$	7,390

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

(2)	Amounts cannot be reborrowed.

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

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023.

Other Long-Term Debt

As of March 31, 2024, the outstanding principal balance of other long-term debt was $8.2 million with a weighted average interest rate of 4.27%.

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	Apr. 26, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-37908
Entity Registrant Name	CAMPING WORLD HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-1737145
Entity Address, Address Line One	2 Marriott Drive
Entity Address, City or Town	Lincolnshire
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60069
City Area Code	847
Local Phone Number	808-3000
Title of 12(b) Security	Class A Common Stock,
Trading Symbol	CWH
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001669779
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		45,072,058
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		39,466,964
Class C common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		1

Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Balance (excluding impairment charges)				$ 864,260
Accumulated impairment charges				(241,837)
Balance	$ 711,222	$ 622,423	$ 622,545
Acquisitions	24,458	122	88,677
Balance	735,680	622,545	711,222
Good Sam Services and Plans
Goodwill
Balance (excluding impairment charges)				71,118
Accumulated impairment charges				(46,884)
Balance	24,234	24,234	24,234
Balance	24,234	24,234	24,234
RV and Outdoor Retail
Goodwill
Balance (excluding impairment charges)				793,142
Accumulated impairment charges				$ (194,953)
Balance	686,988	598,189	598,311
Acquisitions	24,458	122	88,677
Balance	$ 711,446	$ 598,311	$ 686,988

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Segments Information - Segment (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segments Information
Total segment (loss) income	$ 4,222	$ 58,599
Selling, general, and administrative	371,473	365,726
Depreciation and amortization	(19,290)	(14,637)
Other interest expense, net	(36,094)	(31,113)
Other expense, net	(94)	(1,500)
(Loss) income before income taxes	(59,848)	5,176
Operating Segments
Segments Information
Total segment (loss) income	(808)	56,203
Other interest expense, net	(8,096)	(5,742)
Corporate, Non-Segment
Segments Information
Total segment (loss) income	(3,562)	(3,777)
Other interest expense, net	(27,998)	(25,371)
Good Sam Services and Plans \| Operating Segments
Segments Information
Total segment (loss) income	22,583	23,619
Depreciation and amortization	(848)	(952)
Other interest expense, net	18	55
RV and Outdoor Retail \| Operating Segments
Segments Information
Total segment (loss) income	(23,391)	32,584
Depreciation and amortization	(18,442)	(13,685)
Other interest expense, net	$ (8,114)	$ (5,797)

Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Long-Term Debt
Long-term debt	$ 1,570,816	$ 1,521,079	$ 1,552,273
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 8,168	$ 8,246	$ 3,250
Weighted average interest rate	4.27%

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Stockholders' Equity - Common Stock (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock Repurchase Program
Authorized amount for stock repurchase program	$ 120.2
Class A common stock
Stock Repurchase Program
Shares repurchased (in shares)	0	0

Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
Statement of Cash Flows (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Cash paid (refunded) during the period for:
Interest	$ 61,812	$ 29,289
Income taxes	(111)	(93)
Non-cash investing and financing activities:
Vehicles transferred to property and equipment from inventory	143	136
Capital expenditures in accounts payable and accrued liabilities	6,203	6,068
Prior period deposit applied to portion of purchase price of RV dealership acquisition	8,873	0
Par value of Class A common stock issued for redemption of common units in CWGS, LLC	0	20
Cost of treasury stock issued for vested restricted stock units	$ 2,595	$ 1,300