Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Oct. 27, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
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	250 Parkway Drive, Suite 270
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	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		44,780,170
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

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Current assets:
Cash and cash equivalents	$ 53,318	$ 130,131	$ 148,235
Contracts in transit	100,831	50,349	87,487
Accounts receivable, net	135,832	112,411	117,428
Inventories	1,869,042	2,123,858	1,900,127
Prepaid expenses and other assets	38,979	66,913	46,869
Assets held for sale	4,635	0	0
Total current assets	2,202,637	2,483,662	2,300,146
Property and equipment, net	841,548	758,281	728,208
Operating lease assets	736,246	742,306	719,656
Deferred tax assets, net	142,187	143,226	178,808
Intangible assets, net	14,444	20,945	21,819
Goodwill	688,139	622,423	533,217
Other assets	32,058	29,304	29,532
Total assets	4,657,259	4,800,147	4,511,386
Current liabilities:
Accounts payable	200,433	127,691	187,613
Accrued liabilities	171,956	147,833	252,644
Deferred revenues	99,813	95,695	101,917
Current portion of operating lease liabilities	62,987	61,745	61,001
Current portion of finance lease liabilities	5,563	10,244	10,397
Current portion of Tax Receivable Agreement liability	13,999	10,873	11,686
Current portion of long-term debt	23,257	25,229	15,827
Notes payable - floor plan, net	1,017,543	1,319,941	899,568
Other current liabilities	79,381	73,076	83,959
Liabilities related to assets held for sale	4,022	0	0
Total current liabilities	1,678,954	1,872,327	1,624,612
Operating lease liabilities, net of current portion	759,952	764,835	743,914
Finance lease liabilities, net of current portion	99,060	94,216	95,496
Tax Receivable Agreement liability, net of current portion	149,134	159,743	159,790
Revolving line of credit	20,885	20,885	20,885
Long-term debt, net of current portion	1,522,495	1,484,416	1,368,380
Deferred revenues	70,214	70,247	73,294
Other long-term liabilities	85,710	85,792	87,517
Total liabilities	4,386,404	4,552,461	4,173,888
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	108,942	106,051	117,151
Treasury stock, at cost; 4,791, 5,130, and 5,442 shares, respectively	(167,847)	(179,732)	(190,658)
Retained earnings	207,657	221,031	280,772
Total stockholders' equity attributable to Camping World Holdings, Inc.	149,252	147,830	207,745
Non-controlling interests	121,603	99,856	129,753
Total stockholders' equity	270,855	247,686	337,498
Total liabilities and stockholders' equity	4,657,259	4,800,147	4,511,386
Class A common stock
Stockholders' equity:
Common stock	496	476	476
Class B common stock
Stockholders' equity:
Common stock	4	4	4
Class C common stock
Stockholders' equity:
Common stock	$ 0	$ 0	$ 0

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
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)	4,791,000	5,130,000	5,442,000
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	47,571,000	47,855,000
Common stock, outstanding	44,780,000	42,441,000	42,129,000
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	41,466,000	69,066,000
Common stock, outstanding	39,466,000	41,466,000	41,466,000
Class C common stock
Stockholders' equity:
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized	1.000	1.000	1.000
Common stock, issued	1	1	1
Common stock, outstanding	1	1	1

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue:
Total revenue	$ 1,729,613	$ 1,855,682	$ 5,117,214	$ 5,686,710
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	1,206,527	1,261,994	3,582,006	3,816,027
Operating expenses:
Selling, general, and administrative	415,288	419,102	1,201,901	1,245,540
Depreciation and amortization	17,619	18,207	49,462	61,369
Long-lived asset impairment	1,747	887	9,269	3,505
Lease termination	375	0	375	1,122
Loss (gain) on sale or disposal of assets	131	(40)	(5,001)	390
Total operating expenses	435,160	438,156	1,256,006	1,311,926
Income from operations	87,926	155,532	279,202	558,757
Other expense:
Floor plan interest expense	(19,816)	(9,484)	(61,298)	(24,483)
Other interest expense, net	(35,242)	(20,526)	(99,873)	(49,762)
Tax Receivable Agreement liability adjustment	1,680	0	1,680	0
Other income (expense), net	24	(177)	(1,659)	(472)
Total other expense	(53,354)	(30,187)	(161,150)	(74,717)
Income before income taxes	34,572	125,345	118,052	484,040
Income tax expense	(3,679)	(22,397)	(17,533)	(75,808)
Net income	30,893	102,948	100,519	408,232
Less: net income attributable to non-controlling interests	(14,932)	(61,822)	(52,686)	(238,065)
Net income attributable to Camping World Holdings, Inc.	$ 15,961	$ 41,126	$ 47,833	$ 170,167
Class A common stock
Earnings per share of Class A common stock:
Basic	$ 0.36	$ 0.98	$ 1.07	$ 4.01
Diluted	$ 0.32	$ 0.97	$ 1.03	$ 3.99
Weighted average shares of Class A common stock outstanding:
Basic	44,666	41,985	44,538	42,419
Diluted	85,180	42,505	84,917	42,947
Good Sam Services and Plans
Revenue:
Total revenue	$ 49,889	$ 50,352	$ 147,294	$ 144,504
New vehicles
Revenue:
Total revenue	679,207	834,112	2,126,862	2,746,323
Used vehicles
Revenue:
Total revenue	590,227	525,988	1,657,935	1,484,978
Products, service and other
Revenue:
Total revenue	235,609	268,940	691,030	761,914
Finance and insurance, net
Revenue:
Total revenue	163,630	165,136	460,336	513,921
Good Sam Club
Revenue:
Total revenue	11,051	11,154	33,757	35,070
Good Sam Services and Plans
Revenue:
Total revenue	49,889	50,352	147,294	144,504
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	10,021	18,871	43,844	54,532
RV and Outdoor Retail
Revenue:
Total revenue	1,679,724	1,805,330	4,969,920	5,542,206
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	1,196,506	1,243,123	3,538,162	3,761,495
RV and Outdoor Retail \| New vehicles
Revenue:
Total revenue	679,207	834,112	2,126,862	2,746,323
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	576,480	675,119	1,811,398	2,171,660
RV and Outdoor Retail \| Used vehicles
Revenue:
Total revenue	590,227	525,988	1,657,935	1,484,978
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	478,595	398,882	1,300,961	1,115,876
RV and Outdoor Retail \| Products, service and other
Revenue:
Total revenue	235,609	268,940	691,030	761,914
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	139,976	167,298	422,037	467,680
RV and Outdoor Retail \| Finance and insurance, net
Revenue:
Total revenue	163,630	165,136	460,336	513,921
RV and Outdoor Retail \| Good Sam Club
Revenue:
Total revenue	11,051	11,154	33,757	35,070
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	$ 1,455	$ 1,824	$ 3,766	$ 6,279

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, 2021	$ 475	$ 4	$ 0	$ 98,113	$ (130,006)	$ 189,471	$ 75,837	$ 233,894
Balance (in shares) at Dec. 31, 2021	47,521	41,466	0
Balance (in shares) at Dec. 31, 2021					(3,390)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 0	$ 0	$ 0	4,572	$ 0	0	5,735	10,307
Exercise of stock options	$ 0	0	0	(166)	$ 397	0	0	231
Exercise of stock options (in shares)	0				11
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	$ 0	0	0	(111)	$ 0	0	111	0
Vesting of restricted stock units	$ 0	$ 0	$ 0	(4,067)	$ 4,749	0	(682)	0
Vesting of restricted stock units (in shares)	0	0	0		130
Repurchases of Class A common stock for withholding taxes on vested RSUs	$ 0	$ 0	$ 0	243	$ (1,481)	0	0	(1,238)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)	0	0	0		(41)
Repurchases of Class A common stock to treasury stock				28,398	$ (79,757)		(37,774)	(89,133)
Repurchases of Class A common stock to treasury stock (Shares)					(2,593)
Redemption of LLC common units for Class A common stock	$ 1	$ 0	$ 0	416	$ 0	0	(45)	372
Redemption of LLC common units for Class A common stock (in shares)	50	0	0		0
Distributions to holders of LLC common units	$ 0	$ 0	$ 0	0	$ 0	0	(24,836)	(24,836)
Dividends	0	0	0	0	0	(26,427)	0	(26,427)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	0	0	0	(299)	0	0	0	(299)
Non-controlling interest adjustment	0	0	0	(1,028)	0	0	1,028	0
Net income	0	0	0	0	0	44,730	62,569	107,299
Balance at Mar. 31, 2022	$ 476	$ 4	$ 0	126,071	$ (206,098)	207,774	81,943	210,170
Balance (in shares) at Mar. 31, 2022	47,571	41,466	0
Balance (in shares) at Mar. 31, 2022					(5,883)
Balance at Dec. 31, 2021	$ 475	$ 4	$ 0	98,113	$ (130,006)	189,471	75,837	233,894
Balance (in shares) at Dec. 31, 2021	47,521	41,466	0
Balance (in shares) at Dec. 31, 2021					(3,390)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income								408,232
Balance at Sep. 30, 2022	$ 476	$ 4	$ 0	117,151	$ (190,658)	280,772	129,753	$ 337,498
Balance (in shares) at Sep. 30, 2022	47,571	41,466	0
Balance (in shares) at Sep. 30, 2022					(5,442)			5,442
Balance at Dec. 31, 2021	$ 475	$ 4	$ 0	98,113	$ (130,006)	189,471	75,837	$ 233,894
Balance (in shares) at Dec. 31, 2021	47,521	41,466	0
Balance (in shares) at Dec. 31, 2021					(3,390)
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)			5,130
Balance at Mar. 31, 2022	$ 476	$ 4	$ 0	126,071	$ (206,098)	207,774	81,943	$ 210,170
Balance (in shares) at Mar. 31, 2022	47,571	41,466	0
Balance (in shares) at Mar. 31, 2022					(5,883)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 0	$ 0	$ 0	4,467	$ 0	0	4,500	8,967
Exercise of stock options	0	0	0	(25)	$ 66	0	0	41
Exercise of stock options (in shares)					2
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	0	0	0	(18)	$ 0	0	18	0
Vesting of restricted stock units	0	0	0	(3,562)	$ 3,798	0	(236)	0
Vesting of restricted stock units (in shares)					108
Repurchases of Class A common stock for withholding taxes on vested RSUs	0	0	0	48	$ (327)	0	0	(279)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)					(9)
Distributions to holders of LLC common units	0	0	0	0	$ 0	0	(90,842)	(90,842)
Dividends	0	0	0	0	0	(26,111)	0	(26,111)
Non-controlling interest adjustment	0	0	0	527	0	0	(527)	0
Net income	0	0	0	0	0	84,311	113,674	197,985
Balance at Jun. 30, 2022	$ 476	$ 4	$ 0	127,508	$ (202,561)	265,974	108,530	299,931
Balance (in shares) at Jun. 30, 2022	47,571	41,466	0
Balance (in shares) at Jun. 30, 2022					(5,782)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 0	$ 0	$ 0	3,394	$ 0	0	3,398	6,792
Exercise of stock options	0	0	0	(26)	$ 71	0	0	45
Exercise of stock options (in shares)					2
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	0	0	0	(20)	$ 0	0	20	0
Vesting of restricted stock units	0	0	0	(14,713)	$ 17,618	0	(2,905)	0
Vesting of restricted stock units (in shares)					503
Repurchases of Class A common stock for withholding taxes on vested RSUs	0	0	0	829	$ (5,786)	0	0	(4,957)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)					(165)
Distributions to holders of LLC common units	0	0	0	0	$ 0	0	(40,933)	(40,933)
Dividends	0	0	0	0	0	(26,328)	0	(26,328)
Non-controlling interest adjustment	0	0	0	179	0	0	(179)	0
Net income	0	0	0	0	0	41,126	61,822	102,948
Balance at Sep. 30, 2022	$ 476	$ 4	$ 0	117,151	$ (190,658)	280,772	129,753	$ 337,498
Balance (in shares) at Sep. 30, 2022	47,571	41,466	0
Balance (in shares) at Sep. 30, 2022					(5,442)			5,442
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)			5,130
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 0	$ 0	$ 0	3,345	$ 0	0	3,013	$ 6,358
Exercise of stock options	0	0	0	(25)	$ 66	0	0	41
Exercise of stock options (in shares)					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)					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)					(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)
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 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)
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)			5,130
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income								$ 100,519
Balance at Sep. 30, 2023	$ 496	$ 4	$ 0	108,942	$ (167,847)	207,657	121,603	$ 270,855
Balance (in shares) at Sep. 30, 2023	49,571	39,466	0
Balance (in shares) at Sep. 30, 2023					(4,791)			4,791
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)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 0	$ 0	$ 0	3,418	$ 0	0	3,074	6,492
Exercise of stock options	0	0	0	(101)	$ 266	0	0	165
Exercise of stock options (in shares)					8
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	0	0	0	(70)	$ 0	0	70	0
Vesting of restricted stock units	0	0	0	(1,965)	$ 2,157	0	(192)	0
Vesting of restricted stock units (in shares)					62
Repurchases of Class A common stock for withholding taxes on vested RSUs	0	0	0	87	$ (374)	0	0	(287)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)					(12)
Distributions to holders of LLC common units	0	0	0	0	$ 0	0	(10,784)	(10,784)
Dividends	0	0	0	0	0	(27,819)	0	(27,819)
Non-controlling interest adjustment	0	0	0	458	0	0	(458)	0
Net income	0	0	0	0	0	28,703	36,020	64,723
Balance at Jun. 30, 2023	$ 496	$ 4	$ 0	115,844	$ (176,783)	197,293	121,389	258,243
Balance (in shares) at Jun. 30, 2023	49,571	39,466	0
Balance (in shares) at Jun. 30, 2023					(5,046)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 0	$ 0	$ 0	2,882	$ 0	0	2,584	5,466
Exercise of stock options	$ 0	$ 0	$ 0	(68)	$ 181	0	0	113
Exercise of stock options (in shares)	0	0	0		5
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	$ 0	$ 0	$ 0	(46)	$ 0	0	46	0
Vesting of restricted stock units	$ 0	$ 0	$ 0	(11,313)	$ 13,302	0	(1,989)	0
Vesting of restricted stock units (in shares)	0	0	0		380
Repurchases of Class A common stock for withholding taxes on vested RSUs	$ 0	$ 0	$ 0	1,089	$ (4,547)	0	0	(3,458)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)	0	0	0		(130)
Distributions to holders of LLC common units	$ 0	$ 0	$ 0	0	$ 0	0	(14,763)	(14,763)
Dividends	0	0	0	0	0	(5,597)	0	(5,597)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	0	0	0	(42)	0	0	0	(42)
Non-controlling interest adjustment	0	0	0	596	0	0	(596)	0
Net income	0	0	0	0	0	15,961	14,932	30,893
Balance at Sep. 30, 2023	$ 496	$ 4	$ 0	$ 108,942	$ (167,847)	$ 207,657	$ 121,603	$ 270,855
Balance (in shares) at Sep. 30, 2023	49,571	39,466	0
Balance (in shares) at Sep. 30, 2023					(4,791)			4,791

Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Class A common stock
Dividends declared per share	$ 0.125	$ 0.625	$ 0.625	$ 0.625	$ 0.625	$ 0.625

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net income	$ 100,519	$ 408,232
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	49,462	61,369
Equity-based compensation	18,316	27,434
Loss on lease termination	375	1,122
Long-lived asset impairment	9,269	3,505
(Gain) loss on sale or disposal of assets	(5,001)	390
Provision for losses on accounts receivable	(533)	168
Non-cash lease expense	45,593	44,757
Accretion of original debt issuance discount	1,628	1,650
Non-cash interest	2,139	1,470
Deferred income taxes	7,071	10,245
Tax Receivable Agreement liability adjustment	(1,680)	0
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit	(72,681)	(45,766)
Inventories	339,187	(77,388)
Prepaid expenses and other assets	25,703	16,876
Accounts payable and other accrued expenses	72,437	112,167
Payment pursuant to Tax Receivable Agreement	(10,937)	(11,322)
Deferred revenue	4,084	10,719
Operating lease liabilities	(44,932)	(47,388)
Other, net	3,254	5,679
Net cash provided by operating activities	543,273	523,919
Investing activities
Purchases of property and equipment	(95,641)	(118,445)
Proceeds from sale of property and equipment	2,723	1,105
Purchases of real property	(64,302)	(41,696)
Proceeds from the sale of real property	35,603	6,809
Purchases of businesses, net of cash acquired	(150,475)	(83,227)
Purchases of and loans to other investments	(3,444)	(3,000)
Purchases of intangible assets	(1,999)	(851)
Net cash used in investing activities	(277,535)	(239,305)
Financing activities
Proceeds from long-term debt	59,227	0
Payments on long-term debt	(26,556)	(11,869)
Net payments on notes payable - floor plan, net	(273,478)	(99,802)
Proceeds from landlord funded construction on finance leases	0	6,028
Payments on finance leases	(4,160)	(4,541)
Proceeds from sale-leaseback arrangement	0	27,951
Payments on sale-leaseback arrangement	(139)	(87)
Payment of debt issuance costs	(881)	0
Dividends on Class A common stock	(61,207)	(78,866)
Proceeds from exercise of stock options	319	317
RSU shares withheld for tax	(4,083)	(6,474)
Repurchases of Class A common stock to treasury stock	0	(79,757)
Distributions to holders of LLC common units	(31,593)	(156,611)
Net cash used in financing activities	(342,551)	(403,711)
Decrease in cash and cash equivalents	(76,813)	(119,097)
Cash and cash equivalents at beginning of the period	130,131	267,332
Cash and cash equivalents at end of the period	$ 53,318	$ 148,235

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

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 and nine months ended September 30, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 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, 2022 filed with the SEC on February 23, 2023. 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 September 30, 2023, December 31, 2022, and September 30, 2022, CWH owned 52.8%, 50.2%, and 50.1%, 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.

Cybersecurity Incident

The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement.

The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers,

and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. On March 30, 2023, the Company and plaintiffs reached an agreement in principle to resolve the putative class action complaints for an immaterial amount subject to the execution of a settlement agreement and court approval. On April 11, 2023, for purposes of effectuating the settlement reached with Company, the original complaints were dismissed and refiled as a combined state court complaint. On June 15, 2023, the parties executed the settlement agreement. On June 28, 2023, the plaintiffs’ attorneys in the combined state court case filed a motion for preliminary approval of the settlement agreement. On August 10, 2023 the court held a hearing on plaintiffs’ motion for preliminary approval of the settlement agreement hearing at which time the court requested additional information. On September 28, 2023, the court denied plaintiffs’ motion for preliminary approval of the settlement agreement without prejudice. The next hearing date is December 5, 2023.

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

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 RV dealership 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 June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related to such an equity security. The standard should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company early adopted ASU 2021-08 as of January 1, 2023 and the adoption did not materially impact its condensed consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This standard requires a buyer in a supplier finance program to disclose qualitative and quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period. The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward

information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. As the Company already included many of the required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its condensed consolidated financial statements.

Revenue

9 Months Ended

Sep. 30, 2023

Revenue

Revenue

2. Revenue

Contract Assets

As of September 30, 2023, December 31, 2022, and September 30, 2022 a contract asset of $18.1 million, $18.4 million and $19.5 million, respectively, relating to RV service revenues, was 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 recorded separately in accrued liabilities. For the nine months ended September 30, 2023,the Company estimates approximately $71.5 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 September 30, 2023, the Company has unsatisfied performance obligations primarily relating to roadside assistance plans, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations

for these revenue streams at September 30, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	September 30, 2023
2023	$	38,724
2024		70,886
2025		30,218
2026		15,589
2027		8,499
Thereafter		6,111
Total	$	170,027

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Inventories and Floor Plan Payables

9 Months Ended

Sep. 30, 2023

Inventories and Floor Plan Payables

Inventories and Floor Plan Payables

3. Inventories and Floor Plan Payables

Inventories consisted of the following (in thousands):


	September 30,		December 31,		September 30,
	2023		2022		2022
Good Sam services and plans	$	526	$	625	$	351
New RVs		1,131,575		1,411,016		1,180,364
Used RVs		534,155		464,310		425,824
Products, parts, accessories and other		202,786		247,907		293,588
	$	1,869,042	$	2,123,858	$	1,900,127

Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement with a syndication of banks (“Floor Plan Lenders”). The borrowings under the floor plan credit agreement are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly-owned subsidiary of FreedomRoads, which operates the RV dealerships. The floor plan borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle or upon reaching certain aging criteria.

As of September 30, 2023, December 31, 2022, and September 30, 2023, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (“Floor Plan Facility”), which was amended in July 2023 (“Floor Plan Amendment”). The Floor Plan Facility at September 30, 2023 allowed FR to borrow (a) up to $1.85 billion under a floor plan facility, an increase by the Floor Plan Amendment from $1.70 billion, (b) up to $30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $70.0 million under the revolving line of credit. The maturity date of the Floor Plan Facility is September 30, 2026.

The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $50 million increments up to a maximum $300.0 million, which was reset and increased by the Floor Plan Amendment in July 2023 from a maximum of $200.0 million. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. Also, the Floor Plan Amendment increased the percentage of the aggregate amount of the floor plan notes payable that may be used to finance used RV inventory to 30% from 20%. No incremental funds were drawn at the time of closing of the Floor Plan Amendment.

As of September 30, 2023, December 31, 2022, and September 30, 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.27%, 6.01%, and 4.30%, respectively. Under the Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.90% to 2.50% determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40% to 1.00% determined based on FR’s consolidated current ratio.

As of September 30, 2023, December 31, 2022, and September 30, 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.62%, 6.21%, and 4.65%, respectively. Under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either: (a) a floating BSBY rate, plus 2.25%, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75%, plus 0.75%, in the case of base rate loans. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at September 30, 2023, December 31, 2022, and September 30, 2022.

The Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan borrowings that would otherwise accrue interest, while retaining the ability to withdraw amounts from the FLAIR offset account subject to the financial covenants under the Floor Plan Facility. As a result of using the FLAIR offset account, the Company experiences a reduction in floor plan interest expense in its condensed consolidated statements of operations. As of September 30, 2023, December 31, 2022, and September 30, 2022, FR had $207.4 million, $217.7 million, and $218.6 million, respectively, in the FLAIR offset account. The maximum FLAIR percentage of outstanding floor plan borrowings is 35% 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.

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 September 30, 2023 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at September 30, 2023, December 31, 2022, and September 30, 2022.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of September 30, 2023 and December 31, 2022, and September 30, 2022 (in thousands):


	September 30,		December 31,		September 30,
	2023		2022		2022
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,850,000	$	1,700,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,017,543)		(1,319,941)		(899,568)
Less: FLAIR offset account		(207,411)		(217,669)		(218,575)
Additional borrowing capacity		625,046		162,390		581,857
Less: short-term payable for sold inventory⁽¹⁾		(62,420)		(33,501)		(40,011)
Less: purchase commitments⁽²⁾		(42,715)		(43,807)		(37,671)
Unencumbered borrowing capacity	$	519,911	$	85,082	$	504,175

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

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

(1)

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.

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

Restructuring and Long-Lived Asset Impairment

9 Months Ended

Sep. 30, 2023

Restructuring and Long-Lived Asset Impairment

Restructuring and Long-Lived Asset Impairment

4. Restructuring and Long-Lived Asset Impairment

Restructuring – 2019 Strategic Shift

On September 3, 2019, the Board of Directors of CWH approved a plan (the “2019 Strategic Shift”) to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the “Outdoor Lifestyle Locations”). Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift. As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift. During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that are not RV related.

As of December 31, 2021, the activities under the 2019 Strategic Shift were completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic, and these delays are expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals.

The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $122.7 million to $131.3 million. The breakdown of the estimated restructuring costs are as follows:

●

one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $1.2 million, all of which was incurred through December 31, 2020;

●

lease termination costs of $20.0 million to $27.0 million, of which $19.4 million has been incurred through September 30, 2023;

●

incremental inventory reserve charges of $57.4 million, all of which was incurred through December 31, 2021; and

●

other associated costs of $44.1 million to $45.7 million, of which $44.1 million has been incurred through September 30, 2023.

Through September 30, 2023, the Company has incurred $44.1 million of such other associated costs primarily representing labor, lease, and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. The additional amount of up to $1.6 million represents similar costs that may be incurred through the year ending December 31, 2023 for locations that continue in a wind-down period, primarily comprised of lease costs accounted for under ASC 842, Leases, prior to lease termination. The Company expects that certain of the remaining leases under the 2019 Strategic Shift will be under contract to sublease or terminated by December 31, 2023. The remaining ongoing other associated costs, net of associated sublease income, are expected to be immaterial in periods after December 31, 2023. The foregoing lease termination cost estimate represents the expected cash payments to terminate certain leases but does not include the gain or loss from derecognition of the related operating lease assets and liabilities, which is dependent on the particular leases that will be terminated.

The following table details the costs incurred during the three and nine months ended September 30, 2023 and 2022 associated with the 2019 Strategic Shift (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
2019 Strategic Shift restructuring costs:
Lease termination costs⁽¹⁾	$	—	$	—	$	—	$	1,122
Other associated costs⁽²⁾		926		1,671		3,073		5,548
Total 2019 Strategic Shift restructuring costs	$	926	$	1,671	$	3,073	$	6,670

(1)	These costs were included in lease termination charges in the condensed consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities.

(2)

Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift for the periods presented and were included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

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


	One-time		Lease		Other
	Termination		Termination		Associated
	Benefits		Costs⁽¹⁾		Costs⁽²⁾		Total
Balance at June 30, 2019	$	—	$	—	$	—	$	—
Charged to expense		1,239		13,532		31,840		46,611
Paid or otherwise settled		(1,239)		(13,532)		(30,914)		(45,685)
Balance at December 31, 2021		—		—		926		926
Charged to expense		—		2,023		5,548		7,571
Paid or otherwise settled		—		(2,023)		(5,639)		(7,662)
Balance at September 30, 2022		—		—		835		835
Charged to expense		—		4,074		1,478		5,552
Paid or otherwise settled		—		(4,074)		(1,444)		(5,518)
Balance at December 31, 2022		—		—		869		869
Charged to expense		—		—		3,073		3,073
Paid or otherwise settled		—		—		(2,858)		(2,858)
Balance at September 30, 2023	$	—	$	—	$	1,084	$	1,084

(1)

Lease termination costs exclude the $7.6 million, $0.9 million and $3.9 million of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the 2.5 years ended December 31, 2021, for the nine months ended September 30, 2022, and for the three months ended December 31, 2022, respectively.

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

The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying condensed consolidated financial statements.

Restructuring – Active Sports

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

The activities under the Active Sports Restructuring are expected to be substantially completed by December 31, 2023. The total restructuring costs associated with the Active Sports Restructuring are estimated

to be in the range of $5.2 million to $5.5 million. The breakdown of the estimated restructuring costs are as follows:

●

one-time employee termination benefits relating to the specialty retail store and distribution center closures of $0.2 million, all of which has been incurred through September 30, 2023;

●

incremental inventory reserve charges of $3.9 million, all of which has been incurred through September 30, 2023;

●

lease termination charges of $0.4 million, all of which has been incurred through September 30, 2023; and

●

other associated costs of $0.7 million to $1.0 million, of which $0.7 million has been incurred through September 30, 2023.

The incremental inventory reserve charges are based, in part, on the Company’s estimates of the discounting necessary to liquidate the Active Sports inventory. However, additional incremental inventory reserve charges may be recorded in future periods if discounting in excess of those estimates is necessary.

The following table details the costs incurred during the three and nine months ended September 30, 2023 and 2022 associated with the Active Sports Restructuring (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Active Sports Restructuring costs:
One-time termination benefits⁽¹⁾	$	—	$	—	$	193	$	—
Incremental inventory reserve charges⁽¹⁾		1,250		—		3,896		—
Lease termination costs ⁽²⁾		375		—		375		—
Other associated costs⁽³⁾		299		—		719		—
Total Active Sports Restructuring costs	$	1,924	$	—	$	5,183	$	—

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

(2)	These costs were included in lease termination charges in the condensed consolidated statements of operations. As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities.

(3)

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

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		719		912
Paid or otherwise settled		(193)		(719)		(912)
Balance at September 30, 2023	$	—	$	—	$	—

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

Long-Lived Asset Impairment

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

During the three and nine months ended September 30, 2023 and the nine months ended September 30, 2022, the Company had indicators of impairment of the long-lived assets for certain locations based on the Company’s review of location performance in the normal course of business, which included the determination to close certain locations. Certain of these location closures are expected to occur during the three months ended December 31, 2023. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	1,117	$	—	$	1,857	$	2,557
Operating lease right of use assets		631		887		1,107		887
Furniture and equipment		—		—		329		61
Software		—		—		1,362		—
Construction in progress and software in development		—		—		113		—
Intangible assets		—		—		4,501		—
Total long-lived asset impairment charges	$	1,748	$	887	$	9,269	$	3,505

Long-lived asset impairment charges by restructuring activity:
2019 Strategic Shift	$	—	$	—	$	—	$	887
Active Sports Restructuring		—		—		6,648		—
Unrelated to restructuring activities		1,748		887		2,621		2,618
Total long-lived asset impairment charges	$	1,748	$	887	$	9,269	$	3,505

Assets Held for Sale

9 Months Ended

Sep. 30, 2023

Assets Held for Sale

Assets Held for Sale

5. Assets Held for Sale

The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the condensed consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group.

The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal

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

As of September 30, 2023, two properties from the RV and Outdoor Retail segment, relating to a closed RV dealership and real estate, met the criteria to be classified as held for sale. Additionally, as of September 30, 2023, one 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), which will require payment of the associated balance upon sale of the property.

The following table presents the components of assets held for sale and liabilities related to assets held for sale at September 30, 2023, December 31, 2022, and September 30, 2022 (in thousands):


	September 30,		December 31,		September 30,
	2023		2022		2022
Assets held for sale:
Property and equipment, net	$	4,635	$	—	$	—
	$	4,635	$	—	$	—
Liabilities related to assets held for sale:
Current portion of long-term debt	$	201	$	—	$	—
Long-term debt, net of current portion		3,821		—		—
	$	4,022	$	—	$	—

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2023

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 nine months ended September 30, 2023 and 2022 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2021 (excluding impairment charges)	$	70,713	$	654,758	$	725,471
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2021		23,829		459,805		483,634
Acquisitions		405		49,178		49,583
Balance at September 30, 2022		24,234		508,983		533,217
Acquisitions		—		89,206		89,206
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		65,716		65,716
Balance at September 30, 2023	$	24,234	$	663,905	$	688,139

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at September 30, 2023, December 31, 2022 and September 30, 2022 (in thousands):


	September 30, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640		(9,179)	$	461
Trademarks and trade names		2,132		(202)		1,930
Websites		3,050		(1,009)		2,041
RV and Outdoor Retail:
Customer lists, domain names and other		5,618		(3,103)		2,515
Supplier lists		1,696		(1,018)		678
Trademarks and trade names		27,251		(20,941)		6,310
Websites		6,032		(5,523)		509
	$	55,419	$	(40,975)	$	14,444

	December 31, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(8,971)	$	669
Trademarks and trade names		2,132		(95)		2,037
Websites		3,050		(682)		2,368
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,880)		2,746
Supplier lists		1,696		(763)		933
Trademarks and trade names		29,564		(19,691)		9,873
Websites		7,519		(5,200)		2,319
	$	59,227	$	(38,282)	$	20,945

	September 30, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(8,901)	$	739
Trademarks and trade names		2,132		(59)		2,073
Websites		3,050		(573)		2,477
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,735)		2,891
Supplier lists		1,696		(678)		1,018
Trademarks and trade names		29,564		(19,335)		10,229
Websites		7,486		(5,094)		2,392
	$	59,194	$	(37,375)	$	21,819

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

Long-Term Debt

9 Months Ended

Sep. 30, 2023

Long-Term Debt.

Long-Term Debt

7. Long-Term Debt

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


	September 30,		December 31,		September 30,
	2023		2022		2022
Term Loan Facility ⁽¹⁾	$	1,348,882	$	1,360,454	$	1,359,230
Real Estate Facilities ⁽²⁾		188,543		145,911		21,666
Other Long-Term Debt		8,327		3,280		3,311
Subtotal		1,545,752		1,509,645		1,384,207
Less: current portion		(23,257)		(25,229)		(15,827)
Total	$	1,522,495	$	1,484,416	$	1,368,380

(1)

Net of $12.6 million, $14.2 million, and $15.2 million of original issue discount at September 30, 2023, December 31, 2022, and September 30, 2022, respectively, and $5.0 million, $5.8 million, and $6.1 million of finance costs at September 30, 2023, December 31, 2022, and September 30, 2022, respectively.

(2)	Net of $3.5 million, $3.4 million, and $0.2 million of finance costs at September 30, 2023, December 31, 2022, and September 30, 2022, respectively.

Senior Secured Credit Facilities

As of September 30, 2023, December 31, 2022, and September 30, 2022, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for senior secured credit facilities (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a $1.4 billion term loan facility (the “Term Loan Facility”) and a $65.0 million revolving credit facility (the “Revolving Credit Facility”). Under the Senior Secured Credit Facilities, the Company has the ability to request to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $725.0 million and (b) 100% of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the Credit Agreement). The lenders under the Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase.

The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $3.5 million. The December 31, 2022 principal payment was due in January 2023, since December 31, 2022 was on a Saturday. Additionally, the Company is required to prepay the term loan borrowings in an aggregate amount up to 50% of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022. The Company does not expect that an additional excess cash flow payment will be required relating to 2023.

The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $25.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures in June 2026 and the Term Loan Facility matures in June 2028.

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


	September 30,		December 31,		September 30,
	2023		2022		2022
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(33,530)		(19,515)		(19,515)
Less: unamortized original issue discount		(12,596)		(14,224)		(15,177)
Less: unamortized finance costs		(4,992)		(5,807)		(6,078)
		1,348,882		1,360,454		1,359,230
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,334,867	$	1,346,439	$	1,345,215
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)		—		—
Additional borrowing capacity	$	22,750	$	60,070	$	60,070

As of September 30, 2023, December 31, 2022, and September 30, 2022, the average interest rate on the Term Loan Facility was 7.95%, 6.80%, and 5.34%, respectively, and the effective interest rate was 8.19%, 7.03%, and 5.32%, respectively.

The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. Additionally, 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 September 30, 2023 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of September 30, 2023, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable debt covenants at September 30, 2023, December 31, 2022, and September 30, 2022.

Real Estate Facilities

On October 27, 2022, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, entered into a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $250.0 million with an option that allows FRHP to request an additional $100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase. The M&T Real Estate Facility bears interest at FRHP’s option of either (as defined in the credit agreement for the M&T Real Estate Facility): (a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30% or (b) the highest of (i) the Federal Funds Rate plus 1.80%, (ii) the Prime Rate plus 1.30%, or (iii) SOFR plus 2.30%. The M&T Real Estate Facility has an unused commitment fee of 0.20% of the aggregate unused principal amount and it matures in October 2027. Additionally, the M&T Real Estate Facility is subject to a debt service coverage ratio covenant (as defined in the credit agreement for the M&T Real Estate Facility). All obligations under the M&T Real Estate Facility and the guarantees of those obligations are secured, subject to certain exceptions, by the mortgaged real property assets. During the nine months ended September 30, 2023, FRHP borrowed an additional $59.2 million under the M&T Real Estate Facility.

In November 2018, September 2021 and December 2021, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) with aggregate maximum principal capacities of $21.5 million, $9.0 million, and $10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively. Borrowings under the CIBC Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets. The CIBC Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities (“CIBC Real Estate Facility Properties”).

In June 2023, the Real Estate Borrower sold one of the CIBC Real Estate Facility Properties located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $7.4 million was repaid by the Real Estate Borrower. The First CIBC Real Estate Facility was amended in October 2023 to extend the maturity date from October 2023 to October 2028. The Third CIBC Real Estate Facility matures in December 2026.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at September 30, 2023:


	As of September 30, 2023
	Principal			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾			Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	179,662	⁽⁴⁾	$	68,394	⁽³⁾		7.62%
First CIBC Real Estate Facility		3,725			—			8.17%
Third CIBC Real Estate Facility		9,178			—			7.92%
Less: Amount reclassified to liabilities related to assets held for sale		(4,022)			—
	$	188,543		$	68,394

(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.

(4)	$4.0 million of this amount is classified as liabilities related to assets held for sale (see Note 5 ― Assets Held for Sale).

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events

have occurred at September 30, 2023 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 debt covenants at September 30, 2023, December 31, 2022, and September 30, 2022.

Other Long-Term Debt

In December 2021, FRHP assumed a mortgage as part of a real estate purchase. This mortgage is secured by the acquired property, is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC and matures in December 2026. In June 2023, FRHP assumed a promissory note as part of a real estate purchase. This note is secured by the acquired property and matures in April 2041. As of September 30, 2023, the outstanding principal balance of these debt instruments was $8.3 million with a weighted average interest rate of 4.27%.

Lease Obligations

9 Months Ended

Sep. 30, 2023

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease cost	$	29,639	$	27,824	$	88,220	$	84,401
Finance lease cost:
Amortization of finance lease assets		1,987		3,165		1,242		8,830
Interest on finance lease liabilities		1,543		1,441		4,482		3,580
Short-term lease cost		475		392		1,539		1,410
Variable lease cost		4,941		5,878		17,358		17,674
Sublease income		(782)		(432)		(2,114)		(1,131)
Net lease costs	$	37,803	$	38,268	$	110,727	$	114,764

As of September 30, 2023, December 31, 2022, and September 30, 2022, finance lease assets of $90.8 million, $88.1 million, and $91.2 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):


	Nine Months Ended September 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	87,604	$	85,175
Operating cash flows for finance leases		4,478		3,508
Financing cash flows for finance leases		4,160		4,541
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		40,598		14,433
New, remeasured and terminated finance leases		8,959		24,440

Sale-Leaseback Arrangement Recorded as Financing Transaction

On February 8, 2022, FRHP sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company agreed to lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the

initial lease terms. The financial liability is included in other long-term liabilities in the condensed consolidated balance sheets.

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

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	September 30, 2023				December 31, 2022				September 30, 2022
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,348,882	$	1,380,135	$	1,360,454	$	1,394,290	$	1,359,230	$	1,394,290
Floor Plan Facility Revolving Line of Credit	Level 2		20,885		20,999		20,885		19,823		20,885		18,191
Real Estate Facilities⁽¹⁾	Level 2		192,565		195,585		145,911		145,664		21,666		20,153
Other Long-Term Debt	Level 2		8,327		6,700		3,280		2,944		3,311		2,926

(1)	The carrying value of Real Estate Facilities at September 30, 2023 includes the $4.0 million 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

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

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

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

Precise Complaint

On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee (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 seeking to have the fee award deemed an administrative expense in the Precise Estate. Hearing on the application is set for November 9, 2023.

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 September 30, 2023, December 31, 2022, and September 30, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $11.3 million, $11.4 million, and $11.4 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $4.9 million, $4.9 million, and $4.9 million, respectively (see Note 3 — Inventories and Floor Plan Payables and Note 7 — Long-Term Debt). As of September 30, 2023, December 31, 2022, and September 30, 2022, outstanding surety bonds were $24.6 million, $22.0 million, and $20.7 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.

Statement of Cash Flows

9 Months Ended

Sep. 30, 2023

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:



	Nine Months Ended September 30,
	2023		2022
Cash paid during the period for:
Interest	$	159,191	$	69,007
Income taxes		3,040		40,925
Non-cash investing and financing activities:
Vehicles transferred to property and equipment from inventory		378		945
Capital expenditures in accounts payable and accrued liabilities		13,637		12,834
Purchase of real property through assumption of other long-term debt		5,185		—
Note receivable exchanged for amounts owed by other investment		2,153		—
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		20		1
Cost of treasury stock issued for vested restricted stock units		16,759		26,165

Acquisitions

9 Months Ended

Sep. 30, 2023

Acquisitions

Acquisitions

12. Acquisitions

During the nine months ended September 30, 2023 and 2022, subsidiaries of the Company acquired the assets of multiple RV dealerships, as well as an outdoor publication during the nine months ended September 30, 2022, that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new RV dealership locations to expand its business and grow its customer base. Additionally, the Company considered the 2022 acquisition of the outdoor publication as a furtherance of its strategy to target a younger demographic of RV enthusiasts. 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 nine months ended September 30, 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 15 locations for an aggregate purchase price of approximately $150.5 million, of which three RV dealerships had not opened by September 30, 2023. Separate from these acquisitions, during the nine months ended September 30, 2023, the Company purchased real property for an aggregate purchase price of $69.5 million, of which $5.2 million was paid through the assumption of the related promissory note (see Note 7 — Long-Term Debt — Other Long-Term Debt).

During the nine months ended September 30, 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of five locations for an aggregate purchase price of approximately $79.8 million. Also, during the nine months ended September 30, 2022, the Good Sam Services and Plans segment acquired the assets of the outdoor publication for $3.4 million. Separate from these acquisitions, during the nine months ended September 30, 2022, the Company purchased real property for an aggregate purchase price of $41.7 million.

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:


	Nine Months Ended September 30,
($ in thousands)	2023		2022
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	—	$	(68)
Inventories, net		83,939		30,828
Prepaid expenses and other assets		163		48
Property and equipment, net		1,147		206
Operating lease assets		916		739
Customer deposits		—		(77)
Accrued liabilities		(6)		75
Current portion of operating lease liabilities		(208)		(235)
Other current liabilities		(484)		—
Operating lease liabilities, net of current portion		(708)		(504)
Total tangible net assets acquired		84,759		31,012
Total intangible assets acquired		—		2,632
Goodwill		65,716		49,583
Cash paid for acquisitions, net of cash acquired		150,475		83,227
Inventory purchases financed via floor plan		(70,568)		(19,971)
Cash payment net of floor plan financing	$	79,907	$	63,256

For the nine months ended September 30, 2023, the fair values above include measurement period adjustments for valuation of acquired inventories relating to dealership acquisitions during the year ended December 31, 2022. The measurement period relating to dealership acquisitions is typically open for twelve months from the acquisition date, primarily for refining the estimate of the fair value of acquired vehicle inventories.

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 nine months ended September 30, 2023 and 2022, acquired goodwill of $65.7 million and $49.6 million, respectively, was expected to be deductible for tax purposes. For the nine months ended September 30, 2022, the Good Sam Services and Plans segment acquisition of the outdoor publication resulted in the recognition of intangible assets for trademarks and trade names of $2.1 million and other intangible assets of $0.5 million with estimated useful lives of 15 years and 3 years, respectively.

Included in the condensed consolidated financial statements for the nine months ended September 30, 2023 and 2022 were revenue of $60.5 million and $39.4 million, respectively, and pre-tax loss of $2.4 million and pre-tax income of $1.4 million, respectively, from the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

In October 2023, the Company announced its intent to acquire the assets of a consortium of twelve RV dealerships. The reasons for this acquisition and the primary items generating the goodwill are consistent with the previous RV dealership acquisitions discussed above. The Company anticipates that the acquisition will close by December 31, 2023.

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Taxes

Income Taxes

13. Income Taxes

CWH is organized as a Subchapter C corporation and, as of September 30, 2023, is a 52.8% 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”).

LLC Conversion

CW, including certain of its subsidiaries, were previously taxable as C-Corps and subject to entity-level taxes. CW had historically generated operating losses for tax purposes. Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company’s other businesses. The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for the conversion to LLCs were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, pursuant to the rules prescribed under ASC 740, Income Taxes, as the filings were perfunctory. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by the Company’s other LLC businesses. As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion has allowed the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

During the nine months ended September 30, 2023, the Company recorded income tax benefit of $0.7 million related to the LLC Conversion. Additionally, the Company recorded an income tax benefit of $4.3 million related to an entity classification election for an entity included in the LLC Conversion filed in the third quarter of 2023. The election is effective as of the date of the LLC Conversion.

Effective Income Tax Rate

For the nine months ended September 30, 2023, the Company's effective income tax rate was 14.9%, which differed from the federal statutory rate of 21.0% primarily due to state taxes, 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, and the benefit for certain entity classification elections described above.

For the nine months ended September 30, 2022, the Company's effective income tax rate was 15.7%, which differed from the federal statutory rate of 21.0% primarily due to 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, net of income tax benefits of $0.8 million related to current state combined unitary losses. Additionally, for the nine months ended September 30, 2022, the Company reduced its deferred tax asset by $9.4 million relating to CWH’s investment in CWGS, LLC for the change in ownership of CWGS, LLC from the treasury stock repurchase of 2.6 million shares of Class A common stock (see Note 15 — Stockholders’ Equity). These treasury stock repurchases result in a commensurate reduction in common units in CWGS, LLC held by CWH.

Tax Receivable Agreement

The Company is party to 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 future redemptions of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement.

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 nine months ended September 30, 2022, the Tax Receivable Agreement liability and the related Deferred Tax Assets for the Tax Receivable Agreement liability and the investment in CWGS, LLC increased $0.4 million and $0.5 million, respectively, as a result of a Continuing Equity Owner’s redemption of 50,000 common units in CWGS, LLC for 50,000 shares of the Company’s Class A common stock and were recorded to additional paid-in capital (see the condensed consolidated statements of stockholders’ equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption began during the year ending December 31, 2023.

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2023

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 nine months ended September 30, 2023 and 2022, the related party lease expense for these locations was $3.2 million and $1.9 million, respectively, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

In January 2012, FreedomRoads entered into a lease for the offices in Lincolnshire, Illinois, which was amended in March 2013, November 2019, October 2020, and October 2021 (the “Lincolnshire Lease”). For the three months ended September 30, 2023 and 2022, rental payments for the Lincolnshire Lease, including common area maintenance charges, were each $0.2 million. For the nine months ended September 30, 2023 and 2022, rental payments for the Lincolnshire Lease, including common area maintenance charges, were each $0.7 million. These rental payments were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire Lease.

Other Transactions

The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, and a member of the Company’s Board of Directors, $0.2 million during the nine months ended September 30, 2022 for legal services, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

- 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
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+ Details

Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Stockholders' Equity

Stockholders' Equity

15. Stockholders’ Equity

Stock Repurchase Program

During the nine months ended September 30, 2023 and three months ended September 30, 2022, the Company did not repurchase Class A common stock under the stock repurchase program. During the nine months ended September 30, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $79.8 million, including commissions paid, at a weighted average price per share of $30.76, which was recorded as treasury stock on the condensed consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the nine months ended September 30, 2023 and 2022, the Company reissued 339,230 and 540,646 shares of Class A common stock from treasury stock, respectively, to settle the exercises of stock options and vesting of restricted stock units.

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 September 30, 2023, 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
-Topic 505
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+ Details

Non-Controlling Interests

9 Months Ended

Sep. 30, 2023

Non-Controlling Interests

Non-Controlling Interests

16. Non-Controlling Interests

CWH is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the condensed consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the condensed consolidated statement of stockholders’ equity).

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


	As of September 30, 2023				As of December 31, 2022				As of September 30, 2022
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		44,780,170		52.8%		42,440,940		50.2%		42,129,078		50.1%
Continuing Equity Owners		40,044,536		47.2%		42,044,536		49.8%		42,044,536		49.9%
Total		84,824,706		100.0%		84,485,476		100.0%		84,173,614		100.0%

During December 2022, CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 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 September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Net income attributable to Camping World Holdings, Inc.	$	15,961	$	41,126	$	47,833	$	170,167
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		(46)		(20)		(133)		(149)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(11,313)		(14,713)		(14,382)		(22,342)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		1,089		829		1,304		1,120
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock		—		—		—		28,398
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		—		9,673		416
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	5,691	$	27,222	$	44,295	$	177,610

Equity-Based Compensation Plans

9 Months Ended

Sep. 30, 2023

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 September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Equity-based compensation expense:
Costs applicable to revenue	$	142	$	196	$	496	$	559
Selling, general, and administrative		5,324		6,596		17,820		26,875
Total equity-based compensation expense	$	5,466	$	6,792	$	18,316	$	27,434

The following table summarizes stock option activity for the nine months ended September 30, 2023:




	Stock Options
	(in thousands)
Outstanding at December 31, 2022		238
Exercised		(15)
Forfeited		(20)
Outstanding and exercisable at September 30, 2023		203

The following table summarizes restricted stock unit (“RSU”) activity for the nine months ended September 30, 2023:


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2022		2,549
Granted		461
Vested		(478)
Forfeited		(321)
Outstanding at September 30, 2023		2,211

During the nine months ended September 30, 2023, the Company granted 429,338 RSUs to employees with an aggregate grant date fair value of $8.5 million and weighted-average grant date fair value

of $19.73 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years. In accordance with the Company’s non-employee director compensation policy, five members of the Company’s Board of Directors each received grants of 6,240 RSUs on the date of the Company’s annual stockholders’ meeting in May 2023 with a grant date fair value of $24.04 per RSU, which will be recognized, net of forfeitures, over a vesting period of one year.

Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share

Earnings Per Share

18. Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income 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 earnings per share of Class A common stock:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net income	$	30,893	$	102,948	$	100,519	$	408,232
Less: net income attributable to non-controlling interests		(14,932)		(61,822)		(52,686)		(238,065)
Net income attributable to Camping World Holdings, Inc. — basic	$	15,961	$	41,126		47,833		170,167
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		—		281		—		1,019
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		11,468		—		40,037		—
Net income attributable to Camping World Holdings, Inc. — diluted	$	27,429	$	41,407	$	87,870	$	171,186
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		44,666		41,985		44,538		42,419
Dilutive options to purchase Class A common stock		35		53		26		62
Dilutive restricted stock units		434		467		308		466
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		85,180		42,505		84,917		42,947

Earnings per share of Class A common stock — basic	$	0.36	$	0.98	$	1.07	$	4.01
Earnings per share of Class A common stock — diluted	$	0.32	$	0.97	$	1.03	$	3.99

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Restricted stock units		852		1,396		1,353		2,094
Common units of CWGS, LLC that are convertible into Class A common stock		—		42,045		—		42,045

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 earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

Segments Information

9 Months Ended

Sep. 30, 2023

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 September 30, 2023								Three Months Ended September 30, 2022
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	50,022	$	—	$	(133)	$	49,889	$	50,413	$	—	$	(61)	$	50,352
New vehicles		—		680,497		(1,290)		679,207		—		835,596		(1,484)		834,112
Used vehicles		—		591,494		(1,267)		590,227		—		527,078		(1,090)		525,988
Products, service and other		—		235,764		(155)		235,609		—		269,177		(237)		268,940
Finance and insurance, net		—		164,573		(943)		163,630		—		169,825		(4,689)		165,136
Good Sam Club		—		11,051		—		11,051		—		11,154		—		11,154
Total consolidated revenue	$	50,022	$	1,683,379	$	(3,788)	$	1,729,613	$	50,413	$	1,812,830	$	(7,561)	$	1,855,682

	Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2022
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	148,117	$	—	$	(823)	$	147,294	$	144,914	$	—	$	(410)	$	144,504
New vehicles		—		2,130,930		(4,068)		2,126,862		—		2,751,391		(5,068)		2,746,323
Used vehicles		—		1,661,472		(3,537)		1,657,935		—		1,488,078		(3,100)		1,484,978
Products, service and other		—		691,557		(527)		691,030		—		762,724		(810)		761,914
Finance and insurance, net		—		462,899		(2,563)		460,336		—		528,798		(14,877)		513,921
Good Sam Club		—		33,757		—		33,757		—		35,070		—		35,070
Total consolidated revenue	$	148,117	$	4,980,615	$	(11,518)	$	5,117,214	$	144,914	$	5,566,061	$	(24,265)	$	5,686,710


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Segment income:⁽¹⁾
Good Sam Services and Plans	$	32,684	$	23,946	$	83,143	$	67,242
RV and Outdoor Retail		56,543		143,098		195,283		538,082
Total segment income		89,227		167,044		278,426		605,324
Corporate & other		(3,498)		(2,789)		(11,060)		(9,681)
Depreciation and amortization		(17,619)		(18,207)		(49,462)		(61,369)
Other interest expense, net		(35,242)		(20,526)		(99,873)		(49,762)
Tax Receivable Agreement liability adjustment		1,680		—		1,680		—
Other income (expense), net		24		(177)		(1,659)		(472)
Income before income taxes	$	34,572	$	125,345	$	118,052	$	484,040

(1)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Depreciation and amortization:
Good Sam Services and Plans	$	735	$	979	$	2,461	$	2,478
RV and Outdoor Retail		16,884		17,228		47,001		58,891
Total depreciation and amortization	$	17,619	$	18,207	$	49,462	$	61,369


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Other interest expense, net:
Good Sam Services and Plans	$	(68)	$	22	$	(177)	$	24
RV and Outdoor Retail		7,178		3,865		19,960		9,791
Subtotal		7,110		3,887		19,783		9,815
Corporate & other		28,132		16,639		80,090		39,947
Total other interest expense, net	$	35,242	$	20,526	$	99,873	$	49,762


	September 30,		December 31,		September 30,
($ in thousands)	2023		2022		2022
Assets:
Good Sam Services and Plans	$	91,887	$	130,841	$	93,539
RV and Outdoor Retail		4,383,561		4,448,354		4,150,947
Subtotal		4,475,448		4,579,195		4,244,486
Corporate & other		181,811		220,952		266,900
Total assets	$	4,657,259	$	4,800,147	$	4,511,386

- 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 280
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-Name Accounting Standards Codification
-Section 50
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+ Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
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 and nine months ended September 30, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 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, 2022 filed with the SEC on February 23, 2023. 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 September 30, 2023, December 31, 2022, and September 30, 2022, CWH owned 52.8%, 50.2%, and 50.1%, 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.
Cybersecurity Incident	Cybersecurity Incident The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, “IT Systems”) across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in the Company’s temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement. The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. On March 30, 2023, the Company and plaintiffs reached an agreement in principle to resolve the putative class action complaints for an immaterial amount subject to the execution of a settlement agreement and court approval. On April 11, 2023, for purposes of effectuating the settlement reached with Company, the original complaints were dismissed and refiled as a combined state court complaint. On June 15, 2023, the parties executed the settlement agreement. On June 28, 2023, the plaintiffs’ attorneys in the combined state court case filed a motion for preliminary approval of the settlement agreement. On August 10, 2023 the court held a hearing on plaintiffs’ motion for preliminary approval of the settlement agreement hearing at which time the court requested additional information. On September 28, 2023, the court denied plaintiffs’ motion for preliminary approval of the settlement agreement without prejudice. The next hearing date is December 5, 2023. The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition.
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 RV dealership 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 June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related to such an equity security. The standard should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company early adopted ASU 2021-08 as of January 1, 2023 and the adoption did not materially impact its condensed consolidated financial statements. In September 2022, the FASB issued ASU 2022-04, Liabilities―Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This standard requires a buyer in a supplier finance program to disclose qualitative and quantitative information about the program to allow users to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period. The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. As the Company already included many of the required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its condensed consolidated financial statements.

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	September 30, 2023
2023	$	38,724
2024		70,886
2025		30,218
2026		15,589
2027		8,499
Thereafter		6,111
Total	$	170,027

Inventories and Floor Plan Payables (Tables)

9 Months Ended

Sep. 30, 2023

Inventory

Schedule of inventories

Inventories consisted of the following (in thousands):


	September 30,		December 31,		September 30,
	2023		2022		2022
Good Sam services and plans	$	526	$	625	$	351
New RVs		1,131,575		1,411,016		1,180,364
Used RVs		534,155		464,310		425,824
Products, parts, accessories and other		202,786		247,907		293,588
	$	1,869,042	$	2,123,858	$	1,900,127

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 September 30, 2023 and December 31, 2022, and September 30, 2022 (in thousands):


	September 30,		December 31,		September 30,
	2023		2022		2022
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,850,000	$	1,700,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,017,543)		(1,319,941)		(899,568)
Less: FLAIR offset account		(207,411)		(217,669)		(218,575)
Additional borrowing capacity		625,046		162,390		581,857
Less: short-term payable for sold inventory⁽¹⁾		(62,420)		(33,501)		(40,011)
Less: purchase commitments⁽²⁾		(42,715)		(43,807)		(37,671)
Unencumbered borrowing capacity	$	519,911	$	85,082	$	504,175

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

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

(1)

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.

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

Restructuring and Long-Lived Asset Impairment (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	1,117	$	—	$	1,857	$	2,557
Operating lease right of use assets		631		887		1,107		887
Furniture and equipment		—		—		329		61
Software		—		—		1,362		—
Construction in progress and software in development		—		—		113		—
Intangible assets		—		—		4,501		—
Total long-lived asset impairment charges	$	1,748	$	887	$	9,269	$	3,505

Long-lived asset impairment charges by restructuring activity:
2019 Strategic Shift	$	—	$	—	$	—	$	887
Active Sports Restructuring		—		—		6,648		—
Unrelated to restructuring activities		1,748		887		2,621		2,618
Total long-lived asset impairment charges	$	1,748	$	887	$	9,269	$	3,505

2019 Strategic Shift

Schedule of restructuring expenses incurred

The following table details the costs incurred during the three and nine months ended September 30, 2023 and 2022 associated with the 2019 Strategic Shift (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
2019 Strategic Shift restructuring costs:
Lease termination costs⁽¹⁾	$	—	$	—	$	—	$	1,122
Other associated costs⁽²⁾		926		1,671		3,073		5,548
Total 2019 Strategic Shift restructuring costs	$	926	$	1,671	$	3,073	$	6,670

(1)	These costs were included in lease termination charges in the condensed consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities.

(2)

Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift for the periods presented and were included 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 2019 Strategic Shift (in thousands):


	One-time		Lease		Other
	Termination		Termination		Associated
	Benefits		Costs⁽¹⁾		Costs⁽²⁾		Total
Balance at June 30, 2019	$	—	$	—	$	—	$	—
Charged to expense		1,239		13,532		31,840		46,611
Paid or otherwise settled		(1,239)		(13,532)		(30,914)		(45,685)
Balance at December 31, 2021		—		—		926		926
Charged to expense		—		2,023		5,548		7,571
Paid or otherwise settled		—		(2,023)		(5,639)		(7,662)
Balance at September 30, 2022		—		—		835		835
Charged to expense		—		4,074		1,478		5,552
Paid or otherwise settled		—		(4,074)		(1,444)		(5,518)
Balance at December 31, 2022		—		—		869		869
Charged to expense		—		—		3,073		3,073
Paid or otherwise settled		—		—		(2,858)		(2,858)
Balance at September 30, 2023	$	—	$	—	$	1,084	$	1,084

(1)

Lease termination costs exclude the $7.6 million, $0.9 million and $3.9 million of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the 2.5 years ended December 31, 2021, for the nine months ended September 30, 2022, and for the three months ended December 31, 2022, respectively.

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

Active Sports

Schedule of restructuring expenses incurred

The following table details the costs incurred during the three and nine months ended September 30, 2023 and 2022 associated with the Active Sports Restructuring (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Active Sports Restructuring costs:
One-time termination benefits⁽¹⁾	$	—	$	—	$	193	$	—
Incremental inventory reserve charges⁽¹⁾		1,250		—		3,896		—
Lease termination costs ⁽²⁾		375		—		375		—
Other associated costs⁽³⁾		299		—		719		—
Total Active Sports Restructuring costs	$	1,924	$	—	$	5,183	$	—

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

(2)	These costs were included in lease termination charges in the condensed consolidated statements of operations. As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities.

(3)

Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the 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		719		912
Paid or otherwise settled		(193)		(719)		(912)
Balance at September 30, 2023	$	—	$	—	$	—

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

Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30, 2023, December 31, 2022, and September 30, 2022 (in thousands):


	September 30,		December 31,		September 30,
	2023		2022		2022
Assets held for sale:
Property and equipment, net	$	4,635	$	—	$	—
	$	4,635	$	—	$	—
Liabilities related to assets held for sale:
Current portion of long-term debt	$	201	$	—	$	—
Long-term debt, net of current portion		3,821		—		—
	$	4,022	$	—	$	—

- 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

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

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 nine months ended September 30, 2023 and 2022 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2021 (excluding impairment charges)	$	70,713	$	654,758	$	725,471
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2021		23,829		459,805		483,634
Acquisitions		405		49,178		49,583
Balance at September 30, 2022		24,234		508,983		533,217
Acquisitions		—		89,206		89,206
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		65,716		65,716
Balance at September 30, 2023	$	24,234	$	663,905	$	688,139

Finite-lived intangible assets and related accumulated amortization

Finite-lived intangible assets and related accumulated amortization consisted of the following at September 30, 2023, December 31, 2022 and September 30, 2022 (in thousands):


	September 30, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640		(9,179)	$	461
Trademarks and trade names		2,132		(202)		1,930
Websites		3,050		(1,009)		2,041
RV and Outdoor Retail:
Customer lists, domain names and other		5,618		(3,103)		2,515
Supplier lists		1,696		(1,018)		678
Trademarks and trade names		27,251		(20,941)		6,310
Websites		6,032		(5,523)		509
	$	55,419	$	(40,975)	$	14,444

	December 31, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(8,971)	$	669
Trademarks and trade names		2,132		(95)		2,037
Websites		3,050		(682)		2,368
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,880)		2,746
Supplier lists		1,696		(763)		933
Trademarks and trade names		29,564		(19,691)		9,873
Websites		7,519		(5,200)		2,319
	$	59,227	$	(38,282)	$	20,945

	September 30, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(8,901)	$	739
Trademarks and trade names		2,132		(59)		2,073
Websites		3,050		(573)		2,477
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,735)		2,891
Supplier lists		1,696		(678)		1,018
Trademarks and trade names		29,564		(19,335)		10,229
Websites		7,486		(5,094)		2,392
	$	59,194	$	(37,375)	$	21,819

- Definition

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

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+ Details

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Instrument [Line Items]

Long-Term debt

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


	September 30,		December 31,		September 30,
	2023		2022		2022
Term Loan Facility ⁽¹⁾	$	1,348,882	$	1,360,454	$	1,359,230
Real Estate Facilities ⁽²⁾		188,543		145,911		21,666
Other Long-Term Debt		8,327		3,280		3,311
Subtotal		1,545,752		1,509,645		1,384,207
Less: current portion		(23,257)		(25,229)		(15,827)
Total	$	1,522,495	$	1,484,416	$	1,368,380

(1)

Net of $12.6 million, $14.2 million, and $15.2 million of original issue discount at September 30, 2023, December 31, 2022, and September 30, 2022, respectively, and $5.0 million, $5.8 million, and $6.1 million of finance costs at September 30, 2023, December 31, 2022, and September 30, 2022, respectively.

(2)	Net of $3.5 million, $3.4 million, and $0.2 million of finance costs at September 30, 2023, December 31, 2022, and September 30, 2022, 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):


	September 30,		December 31,		September 30,
	2023		2022		2022
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(33,530)		(19,515)		(19,515)
Less: unamortized original issue discount		(12,596)		(14,224)		(15,177)
Less: unamortized finance costs		(4,992)		(5,807)		(6,078)
		1,348,882		1,360,454		1,359,230
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,334,867	$	1,346,439	$	1,345,215
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)		—		—
Additional borrowing capacity	$	22,750	$	60,070	$	60,070

Real Estate Facilities

Debt Instrument [Line Items]

Schedule of outstanding amounts and available borrowings


	As of September 30, 2023
	Principal			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾			Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	179,662	⁽⁴⁾	$	68,394	⁽³⁾		7.62%
First CIBC Real Estate Facility		3,725			—			8.17%
Third CIBC Real Estate Facility		9,178			—			7.92%
Less: Amount reclassified to liabilities related to assets held for sale		(4,022)			—
	$	188,543		$	68,394

(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.

(4)	$4.0 million of this amount is classified as liabilities related to assets held for sale (see Note 5 ― Assets Held for Sale).

- 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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+ Details

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Lease Obligations (Tables)

9 Months Ended

Sep. 30, 2023

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease cost	$	29,639	$	27,824	$	88,220	$	84,401
Finance lease cost:
Amortization of finance lease assets		1,987		3,165		1,242		8,830
Interest on finance lease liabilities		1,543		1,441		4,482		3,580
Short-term lease cost		475		392		1,539		1,410
Variable lease cost		4,941		5,878		17,358		17,674
Sublease income		(782)		(432)		(2,114)		(1,131)
Net lease costs	$	37,803	$	38,268	$	110,727	$	114,764

Schedule of cash flow supplemental information

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


	Nine Months Ended September 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	87,604	$	85,175
Operating cash flows for finance leases		4,478		3,508
Financing cash flows for finance leases		4,160		4,541
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		40,598		14,433
New, remeasured and terminated finance leases		8,959		24,440

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Measurements

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


	Fair Value	September 30, 2023				December 31, 2022				September 30, 2022
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,348,882	$	1,380,135	$	1,360,454	$	1,394,290	$	1,359,230	$	1,394,290
Floor Plan Facility Revolving Line of Credit	Level 2		20,885		20,999		20,885		19,823		20,885		18,191
Real Estate Facilities⁽¹⁾	Level 2		192,565		195,585		145,911		145,664		21,666		20,153
Other Long-Term Debt	Level 2		8,327		6,700		3,280		2,944		3,311		2,926

(1)	The carrying value of Real Estate Facilities at September 30, 2023 includes the $4.0 million reported as liabilities related to assets held for sale in the condensed consolidated balance sheet.

Statement of Cash Flows (Tables)

9 Months Ended

Sep. 30, 2023

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:



	Nine Months Ended September 30,
	2023		2022
Cash paid during the period for:
Interest	$	159,191	$	69,007
Income taxes		3,040		40,925
Non-cash investing and financing activities:
Vehicles transferred to property and equipment from inventory		378		945
Capital expenditures in accounts payable and accrued liabilities		13,637		12,834
Purchase of real property through assumption of other long-term debt		5,185		—
Note receivable exchanged for amounts owed by other investment		2,153		—
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		20		1
Cost of treasury stock issued for vested restricted stock units		16,759		26,165

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Assets Of Multiple Dealership Locations Acquired

Acquisitions

Summary of the purchase price allocations


	Nine Months Ended September 30,
($ in thousands)	2023		2022
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	—	$	(68)
Inventories, net		83,939		30,828
Prepaid expenses and other assets		163		48
Property and equipment, net		1,147		206
Operating lease assets		916		739
Customer deposits		—		(77)
Accrued liabilities		(6)		75
Current portion of operating lease liabilities		(208)		(235)
Other current liabilities		(484)		—
Operating lease liabilities, net of current portion		(708)		(504)
Total tangible net assets acquired		84,759		31,012
Total intangible assets acquired		—		2,632
Goodwill		65,716		49,583
Cash paid for acquisitions, net of cash acquired		150,475		83,227
Inventory purchases financed via floor plan		(70,568)		(19,971)
Cash payment net of floor plan financing	$	79,907	$	63,256

Non-Controlling Interests (Tables)

9 Months Ended

Sep. 30, 2023

Non-Controlling Interests

Schedule of ownership in CWGS, LLC


	As of September 30, 2023				As of December 31, 2022				As of September 30, 2022
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		44,780,170		52.8%		42,440,940		50.2%		42,129,078		50.1%
Continuing Equity Owners		40,044,536		47.2%		42,044,536		49.8%		42,044,536		49.9%
Total		84,824,706		100.0%		84,485,476		100.0%		84,173,614		100.0%

Schedule of effects of change in ownership


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Net income attributable to Camping World Holdings, Inc.	$	15,961	$	41,126	$	47,833	$	170,167
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		(46)		(20)		(133)		(149)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(11,313)		(14,713)		(14,382)		(22,342)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		1,089		829		1,304		1,120
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock		—		—		—		28,398
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		—		9,673		416
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	5,691	$	27,222	$	44,295	$	177,610

Equity-Based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2023

Equity-Based Compensation Plans

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


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Equity-based compensation expense:
Costs applicable to revenue	$	142	$	196	$	496	$	559
Selling, general, and administrative		5,324		6,596		17,820		26,875
Total equity-based compensation expense	$	5,466	$	6,792	$	18,316	$	27,434

Summary of stock option activity




	Stock Options
	(in thousands)
Outstanding at December 31, 2022		238
Exercised		(15)
Forfeited		(20)
Outstanding and exercisable at September 30, 2023		203

Summary of restricted stock unit activity


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2022		2,549
Granted		461
Vested		(478)
Forfeited		(321)
Outstanding at September 30, 2023		2,211

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net income	$	30,893	$	102,948	$	100,519	$	408,232
Less: net income attributable to non-controlling interests		(14,932)		(61,822)		(52,686)		(238,065)
Net income attributable to Camping World Holdings, Inc. — basic	$	15,961	$	41,126		47,833		170,167
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		—		281		—		1,019
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		11,468		—		40,037		—
Net income attributable to Camping World Holdings, Inc. — diluted	$	27,429	$	41,407	$	87,870	$	171,186
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		44,666		41,985		44,538		42,419
Dilutive options to purchase Class A common stock		35		53		26		62
Dilutive restricted stock units		434		467		308		466
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		85,180		42,505		84,917		42,947

Earnings per share of Class A common stock — basic	$	0.36	$	0.98	$	1.07	$	4.01
Earnings per share of Class A common stock — diluted	$	0.32	$	0.97	$	1.03	$	3.99

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Restricted stock units		852		1,396		1,353		2,094
Common units of CWGS, LLC that are convertible into Class A common stock		—		42,045		—		42,045

Segments Information (Tables)

9 Months Ended

Sep. 30, 2023

Segments Information

Reportable segment revenue


	Three Months Ended September 30, 2023								Three Months Ended September 30, 2022
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	50,022	$	—	$	(133)	$	49,889	$	50,413	$	—	$	(61)	$	50,352
New vehicles		—		680,497		(1,290)		679,207		—		835,596		(1,484)		834,112
Used vehicles		—		591,494		(1,267)		590,227		—		527,078		(1,090)		525,988
Products, service and other		—		235,764		(155)		235,609		—		269,177		(237)		268,940
Finance and insurance, net		—		164,573		(943)		163,630		—		169,825		(4,689)		165,136
Good Sam Club		—		11,051		—		11,051		—		11,154		—		11,154
Total consolidated revenue	$	50,022	$	1,683,379	$	(3,788)	$	1,729,613	$	50,413	$	1,812,830	$	(7,561)	$	1,855,682

	Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2022
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	148,117	$	—	$	(823)	$	147,294	$	144,914	$	—	$	(410)	$	144,504
New vehicles		—		2,130,930		(4,068)		2,126,862		—		2,751,391		(5,068)		2,746,323
Used vehicles		—		1,661,472		(3,537)		1,657,935		—		1,488,078		(3,100)		1,484,978
Products, service and other		—		691,557		(527)		691,030		—		762,724		(810)		761,914
Finance and insurance, net		—		462,899		(2,563)		460,336		—		528,798		(14,877)		513,921
Good Sam Club		—		33,757		—		33,757		—		35,070		—		35,070
Total consolidated revenue	$	148,117	$	4,980,615	$	(11,518)	$	5,117,214	$	144,914	$	5,566,061	$	(24,265)	$	5,686,710

Reportable segment income


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Segment income:⁽¹⁾
Good Sam Services and Plans	$	32,684	$	23,946	$	83,143	$	67,242
RV and Outdoor Retail		56,543		143,098		195,283		538,082
Total segment income		89,227		167,044		278,426		605,324
Corporate & other		(3,498)		(2,789)		(11,060)		(9,681)
Depreciation and amortization		(17,619)		(18,207)		(49,462)		(61,369)
Other interest expense, net		(35,242)		(20,526)		(99,873)		(49,762)
Tax Receivable Agreement liability adjustment		1,680		—		1,680		—
Other income (expense), net		24		(177)		(1,659)		(472)
Income before income taxes	$	34,572	$	125,345	$	118,052	$	484,040

(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 September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Depreciation and amortization:
Good Sam Services and Plans	$	735	$	979	$	2,461	$	2,478
RV and Outdoor Retail		16,884		17,228		47,001		58,891
Total depreciation and amortization	$	17,619	$	18,207	$	49,462	$	61,369


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Other interest expense, net:
Good Sam Services and Plans	$	(68)	$	22	$	(177)	$	24
RV and Outdoor Retail		7,178		3,865		19,960		9,791
Subtotal		7,110		3,887		19,783		9,815
Corporate & other		28,132		16,639		80,090		39,947
Total other interest expense, net	$	35,242	$	20,526	$	99,873	$	49,762

Reportable segment assets


	September 30,		December 31,		September 30,
($ in thousands)	2023		2022		2022
Assets:
Good Sam Services and Plans	$	91,887	$	130,841	$	93,539
RV and Outdoor Retail		4,383,561		4,448,354		4,150,947
Subtotal		4,475,448		4,579,195		4,244,486
Corporate & other		181,811		220,952		266,900
Total assets	$	4,657,259	$	4,800,147	$	4,511,386

Summary of Significant Accounting Policies - Description of Business (Details)				1 Months Ended
	Sep. 30, 2023	Dec. 31, 2022 lawsuit	Sep. 30, 2022	Feb. 28, 2022 individual
Segments Information
Number of individuals whose personal information was acquired without authorization \| individual				30,000
Cybersecurity Incident Complaints
Litigation
Number of lawsuits \| lawsuit		3
CWGS, LLC
Segments Information
Ownership interest	100.00%	100.00%	100.00%
CWH \| CWGS, LLC
Segments Information
Ownership interest	52.80%	50.20%	50.10%

Revenue - Contract Assets (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Accounts Receivable. \| RV Service Center
Capitalized costs
Contract asset	$ 18.1	$ 18.4	$ 19.5

Revenue - Deferred Revenues (Details) $ in Millions	9 Months Ended
Revenue - Deferred Revenues (Details) $ in Millions	Sep. 30, 2023 USD ($)
Deferred Revenues
Revenues recognized that were included in the deferred revenue balance	$ 71.5

Revenue - Performance Obligation (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Performance obligation
Revenue expected to be recognized	$ 170,027
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Performance obligation
Revenue expected to be recognized	$ 38,724
Unsatisfied performance obligation, period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Performance obligation
Revenue expected to be recognized	$ 70,886
Unsatisfied performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Performance obligation
Revenue expected to be recognized	$ 30,218
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	$ 15,589
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	$ 8,499
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	$ 6,111
Unsatisfied performance obligation, period

Inventories and Floor Plan Payables - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Inventories
Inventories	$ 1,869,042	$ 2,123,858	$ 1,900,127
Good Sam Services and Plans
Inventories
Inventories	526	625	351
New RV vehicles
Inventories
Inventories	1,131,575	1,411,016	1,180,364
Used RV vehicles
Inventories
Inventories	534,155	464,310	425,824
Products, parts, accessories and other
Inventories
Inventories	$ 202,786	$ 247,907	$ 293,588

Inventories and Floor Plan Payables - Floor Plan Payable (Details) - Floor Plan Facility - USD ($) $ in Thousands	6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jul. 31, 2023
Floor Plan Payable
Maximum borrowing capacity	$ 1,700,000	$ 1,850,000	$ 1,700,000	$ 1,700,000
Increase in aggregate amount, accordion					$ 50,000
Applicable interest rate (as a percent)		7.27%	4.30%	6.01%
FLAIR offset account amount		$ 207,411	$ 218,575	$ 217,669
FLAIR Maximum Percentage		35.00%	35.00%	35.00%
Percentage available for used RV inventory	20.00%	30.00%
Maximum
Floor Plan Payable
Increase in aggregate amount, accordion	$ 200,000				$ 300,000
BSBY Rate \| Minimum
Floor Plan Payable
Variable rate spread (as a percent)		1.90%	1.90%	1.90%
BSBY Rate \| Maximum
Floor Plan Payable
Variable rate spread (as a percent)		2.50%	2.50%	2.50%
Base Rate \| Minimum
Floor Plan Payable
Variable rate spread (as a percent)		0.40%	0.40%	0.40%
Base Rate \| Maximum
Floor Plan Payable
Variable rate spread (as a percent)		1.00%	1.00%	1.00%
Letters of credit
Floor Plan Payable
Maximum borrowing capacity		$ 30,000
Line of Credit
Floor Plan Payable
Maximum borrowing capacity		$ 70,000	$ 70,000	$ 70,000
Applicable interest rate (as a percent)		7.62%	4.65%	6.21%
Line of Credit \| BSBY Rate
Floor Plan Payable
Variable rate spread (as a percent)		2.25%	2.25%	2.25%
Line of Credit \| BSBY Rate \| In Case of BSBY Rate Loan
Floor Plan Payable
Variable rate spread (as a percent)		0.50%	0.50%	0.50%
Line of Credit \| BSBY Rate \| In Case of Base Rate Loan
Floor Plan Payable
Variable rate spread (as a percent)		1.75%	1.75%	1.75%
Line of Credit \| Federal Funds Rate
Floor Plan Payable
Variable rate spread (as a percent)		0.75%	0.75%	0.75%

Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 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	$ 1,700,000	$ 1,700,000
Less: borrowings	(1,017,543)	(899,568)	(1,319,941)
Less: FLAIR offset account	(207,411)	(218,575)	(217,669)
Additional borrowing capacity	625,046	581,857	162,390
Less: short-term payable for sold inventory	(62,420)	(40,011)	(33,501)
Less: purchase commitments	(42,715)	(37,671)	(43,807)
Unencumbered borrowing capacity	519,911	504,175	85,082
Line of Credit \| Floor Plan Facility
Floor Plan Payable
Total commitment	70,000	70,000	70,000
Less: borrowings	(20,885)	(20,885)	(20,885)
Additional borrowing capacity	49,115	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	(11,300)	(11,371)	(11,371)
Additional letters of credit capacity	$ 18,700	$ 18,629	$ 18,629

Restructuring and Long-Lived Asset Impairment - Narrative (Details) $ in Millions	3 Months Ended	9 Months Ended	16 Months Ended
	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2020 USD ($) location	Dec. 31, 2021 USD ($)
2019 Strategic Shift
Restructuring cost and accrual
Number of distribution centers closed \| location			2
2019 Strategic Shift \| Minimum
Restructuring cost and accrual
Expected incurred costs		$ 122.7
2019 Strategic Shift \| Maximum
Restructuring cost and accrual
Expected incurred costs		131.3
2019 Strategic Shift \| Labor, lease and other operating expenses
Restructuring cost and accrual
Incurred costs		44.1
2019 Strategic Shift \| Labor, lease and other operating expenses \| Maximum
Restructuring cost and accrual
Expected incurred costs		1.6
2019 Strategic Shift \| One-time termination benefits
Restructuring cost and accrual
Expected incurred costs			$ 1.2
2019 Strategic Shift \| Lease termination costs
Restructuring cost and accrual
Incurred costs		19.4
2019 Strategic Shift \| Lease termination costs \| Minimum
Restructuring cost and accrual
Expected incurred costs		20.0
2019 Strategic Shift \| Lease termination costs \| Maximum
Restructuring cost and accrual
Expected incurred costs		27.0
2019 Strategic Shift \| Incremental inventory reserve charges
Restructuring cost and accrual
Expected incurred costs				$ 57.4
2019 Strategic Shift \| Other associated costs
Restructuring cost and accrual
Incurred costs		44.1
2019 Strategic Shift \| Other associated costs \| Minimum
Restructuring cost and accrual
Expected incurred costs		44.1
2019 Strategic Shift \| Other associated costs \| Maximum
Restructuring cost and accrual
Expected incurred costs		45.7
2019 Strategic Shift \| Outdoor Lifestyle Locations
Restructuring cost and accrual
Closed/divested \| location			39
2019 Strategic Shift \| Specialty Retail locations
Restructuring cost and accrual
Closed/divested \| location			20
Active Sports
Restructuring cost and accrual
Impairment charges		6.6
Impairment of Intangible Assets, Finite-Live	$ 4.5
Other Asset Impairment Charges	$ 2.1
Active Sports \| Minimum
Restructuring cost and accrual
Expected incurred costs		5.2
Active Sports \| Maximum
Restructuring cost and accrual
Expected incurred costs		5.5
Active Sports \| One-time termination benefits
Restructuring cost and accrual
Expected incurred costs		0.2
Active Sports \| Lease termination costs
Restructuring cost and accrual
Expected incurred costs		0.4
Active Sports \| Incremental inventory reserve charges
Restructuring cost and accrual
Expected incurred costs		3.9
Active Sports \| Other associated costs
Restructuring cost and accrual
Incurred costs		0.7
Active Sports \| Other associated costs \| Minimum
Restructuring cost and accrual
Expected incurred costs		0.7
Active Sports \| Other associated costs \| Maximum
Restructuring cost and accrual
Expected incurred costs		$ 1.0

Restructuring and Long-Lived Asset Impairment - 2019 Strategic Shift Costs (Details) - 2019 Strategic Shift - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended		30 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Restructuring Costs
Charged to expense	$ 926		$ 1,671		$ 3,073	$ 6,670
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases				$ 3,900		900	$ 7,600
One-time termination benefits
Restructuring Costs
Charged to expense							1,239
Paid or otherwise settled							(1,239)
Lease termination costs
Restructuring Costs
Charged to expense		$ 4,074				2,023	13,532
Paid or otherwise settled		(4,074)				(2,023)	(13,532)
Other associated costs
Restructuring Costs
Beginning balance		835			869	926
Charged to expense	926	1,478	1,671		3,073	5,548	31,840
Paid or otherwise settled		(1,444)			(2,858)	(5,639)	(30,914)
Ending balance	1,084	869	835	869	1,084	835	926
Restructuring costs excluding incremental inventory reserve charges
Restructuring Costs
Beginning balance		835			869	926
Charged to expense		5,552			3,073	7,571	46,611
Paid or otherwise settled		(5,518)			(2,858)	(7,662)	(45,685)
Ending balance	$ 1,084	$ 869	835	$ 869	$ 1,084	835	$ 926
Lease termination charges \| Lease termination costs
Restructuring Costs
Charged to expense			$ 0			$ 1,122

Restructuring and Long-Lived Asset Impairment - Active Sports Restructuring (Details) - Active Sports - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Restructuring Costs
Charged to expense	$ 1,924	$ 0		$ 5,183	$ 0
One-time termination benefits
Restructuring Costs
Beginning balance			$ 0
Charged to expense		0	193	193	0
Paid or otherwise settled			(193)
Ending balance	0		0	0
Lease termination costs
Restructuring Costs
Charged to expense	375	0		375	0
Incremental inventory reserve charges
Restructuring Costs
Charged to expense	1,250	0		3,896	0
Other associated costs
Restructuring Costs
Beginning balance			0
Charged to expense	299	$ 0	719	719	$ 0
Paid or otherwise settled			(719)
Ending balance	0		0	0
Restructuring costs excluding incremental inventory reserve charges
Restructuring Costs
Beginning balance			0
Charged to expense			912
Paid or otherwise settled			(912)
Ending balance	$ 0		$ 0	$ 0

Restructuring and Long-Lived Asset Impairment - Long-lived Asset Impairment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Long-lived Asset Impairment
Long-lived asset impairment	$ 1,748	$ 887	$ 9,269	$ 3,505
Leasehold improvements
Long-lived Asset Impairment
Long-lived asset impairment	1,117		1,857	2,557
Operating lease right-of-use assets
Long-lived Asset Impairment
Long-lived asset impairment	631	887	1,107	887
Furniture and equipment
Long-lived Asset Impairment
Long-lived asset impairment			329	61
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
2019 Strategic Shift
Long-lived Asset Impairment
Long-lived asset impairment				887
Active Sports
Long-lived Asset Impairment
Long-lived asset impairment			6,648
Unrelated to restructuring activities
Long-lived Asset Impairment
Long-lived asset impairment	$ 1,748	$ 887	$ 2,621	$ 2,618

Assets Held for Sale - Narrative (Details) - Disposal Group - Properties held for sale	Sep. 30, 2023 property
Assets held for sale
Number of properties	2
Number of properties with associated secured borrowings	1

Assets Held for Sale - Assets and Related Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Assets held for sale:
Assets held for sale	$ 4,635	$ 0	$ 0
Liabilities related to assets held for sale:
Liabilities related to assets held for sale	4,022	0	0
Disposal Group \| Properties held for sale
Assets held for sale:
Property and equipment, net	4,635	0	0
Assets held for sale	4,635	0	0
Liabilities related to assets held for sale:
Current portion of long-term debt	201	0	0
Long-term debt, net of current portion	3,821	0	0
Liabilities related to assets held for sale	$ 4,022	$ 0	$ 0

- 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

Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Goodwill
Balance (excluding impairment charges)				$ 725,471
Accumulated impairment charges				(241,837)
Balance	$ 533,217	$ 622,423	$ 483,634
Acquisitions	89,206	65,716	49,583
Balance	622,423	688,139	533,217
Good Sam Services and Plans
Goodwill
Balance (excluding impairment charges)				70,713
Accumulated impairment charges				(46,884)
Balance	24,234	24,234	23,829
Acquisitions			405
Balance	24,234	24,234	24,234
RV and Outdoor Retail
Goodwill
Balance (excluding impairment charges)				654,758
Accumulated impairment charges				$ (194,953)
Balance	508,983	598,189	459,805
Acquisitions	89,206	65,716	49,178
Balance	$ 598,189	$ 663,905	$ 508,983
Trademarks and trade names \| Good Sam Services and Plans
Goodwill
Useful lives (in years)			15 years

- 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

Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Intangible Assets
Cost or Fair Value		$ 55,419	$ 59,227	$ 59,194
Accumulated Amortization		(40,975)	(38,282)	(37,375)
Net		14,444	20,945	21,819
Good Sam services and plans \| Membership, customer lists and other
Intangible Assets
Cost or Fair Value		9,640	9,640	9,640
Accumulated Amortization		(9,179)	(8,971)	(8,901)
Net		461	669	739
Good Sam services and plans \| Trademarks and trade names
Intangible Assets
Cost or Fair Value		2,132	2,132	2,132
Accumulated Amortization		(202)	(95)	(59)
Net		1,930	2,037	2,073
Good Sam services and plans \| Websites
Intangible Assets
Cost or Fair Value		3,050	3,050	3,050
Accumulated Amortization		(1,009)	(682)	(573)
Net		2,041	2,368	2,477
RV and Outdoor Retail \| Customer lists, domain names and other
Intangible Assets
Cost or Fair Value		5,618
Accumulated Amortization		(3,103)
Net		2,515
RV and Outdoor Retail \| Customer lists and domain names
Intangible Assets
Cost or Fair Value			5,626	5,626
Accumulated Amortization			(2,880)	(2,735)
Net			2,746	2,891
RV and Outdoor Retail \| Supplier Lists
Intangible Assets
Cost or Fair Value		1,696	1,696	1,696
Accumulated Amortization		(1,018)	(763)	(678)
Net		678	933	1,018
RV and Outdoor Retail \| Trademarks and trade names
Intangible Assets
Cost or Fair Value		27,251	29,564	29,564
Accumulated Amortization		(20,941)	(19,691)	(19,335)
Net		6,310	9,873	10,229
Incremental accelerated amortization expense	$ 8,800
RV and Outdoor Retail \| Websites
Intangible Assets
Cost or Fair Value		6,032	7,519	7,486
Accumulated Amortization		(5,523)	(5,200)	(5,094)
Net		$ 509	$ 2,319	$ 2,392

Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Long-Term Debt
Long-term debt	$ 1,545,752	$ 1,509,645	$ 1,384,207
Less: current portion	(23,257)	(25,229)	(15,827)
Long-term debt, net of current portion	1,522,495	1,484,416	1,368,380
Term Loan Facility
Long-Term Debt
Long-term debt	1,348,882	1,360,454	1,359,230
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	1,334,867	1,346,439	1,345,215
Unamortized discount	12,596	14,224	15,177
Finance costs	4,992	5,807	6,078
Real Estate Facilities
Long-Term Debt
Long-term debt	188,543	145,911	21,666
Finance costs	3,500	3,400	200
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 8,327	$ 3,280	$ 3,311

- Definition

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

+ References + Details

Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2021
Senior Secured Credit Facilities
Long-Term Debt
Maximum borrowing capacity, increase in capacity		$ 725.0	$ 725.0	$ 725.0
Amount of EBITDA that can be used to increase credit facility (as a percent)	100.00%	100.00%	100.00%	100.00%
Term Loan Facility
Long-Term Debt
Maximum borrowing capacity	$ 1,400.0	$ 1,400.0	$ 1,400.0	$ 1,400.0
Effective interest rate (as a percent)	8.19%	8.19%	5.32%	7.03%
Principle payment on Term Loan Facility		$ 3.5	$ 3.5	$ 3.5
Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity	$ 65.0	$ 65.0	$ 65.0	$ 65.0
Line of Credit \| Term Loan Facility
Long-Term Debt
Prepayment requirement as a percentage of excess cash flow (as a percent)	50.00%	50.00%	50.00%	50.00%
Letters of credit \| Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity	$ 15.0	$ 15.0	$ 15.0	$ 15.0	$ 25.0
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments	35.00%	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%	35.00%

Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Long-term debt
Long-Term Debt	$ 1,545,752	$ 1,384,207	$ 1,509,645
Less: current portion	(23,257)	(15,827)	(25,229)
Long-term debt, net of current portion	1,522,495	1,368,380	1,484,416
Senior Secured Credit Facilities
Long-term debt
Less: outstanding letters of credit	(4,900)	(4,900)	(4,900)
Term Loan Facility
Long-term debt
Principal amount of borrowings	1,400,000	1,400,000	1,400,000
Less: cumulative principal payments	(33,530)	(19,515)	(19,515)
Less: unamortized original issue discount	(12,596)	(15,177)	(14,224)
Less: unamortized finance costs	(4,992)	(6,078)	(5,807)
Long-Term Debt	1,348,882	1,359,230	1,360,454
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	$ 1,334,867	$ 1,345,215	$ 1,346,439
Average interest rate (as a percent)	7.95%	5.34%	6.80%
Effective interest rate (as a percent)	8.19%	5.32%	7.03%
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)
Additional letters of credit capacity	$ 22,750	$ 60,070	$ 60,070

Long-Term Debt - Real Estate Facilities (Details) $ in Thousands		1 Months Ended
	Oct. 27, 2022 USD ($)	Jun. 30, 2023 USD ($) property	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Nov. 30, 2018 USD ($)
Long-term debt
Revolving line of credit			$ 20,885	$ 20,885	$ 20,885
M & T Real Estate Facility
Long-term debt
Maximum borrowing capacity	$ 250,000
Maximum borrowing capacity, increase in capacity	$ 100,000
Commitment fee (as a percent)	0.20%
Debt instrument face amount			$ 59,200
M & T Real Estate Facility \| SOFR
Long-term debt
Variable rate spread (as a percent)	2.30%
M & T Real Estate Facility \| Federal Funds Effective Rate
Long-term debt
Variable rate spread (as a percent)	1.80%
M & T Real Estate Facility \| Prime Rate
Long-term debt
Variable rate spread (as a percent)	1.30%
First CIBC Real Estate Facility \| Secured Debt
Long-term debt
Maximum borrowing capacity								$ 21,500
Second CIBC Real Estate Facility
Long-term debt
Payments of outstanding balance		$ 7,400
Number of properties with associated secured borrowings \| property		1
Second CIBC Real Estate Facility \| Secured Debt
Long-term debt
Maximum borrowing capacity							$ 9,000
Third CIBC Real Estate Facility \| Secured Debt
Long-term debt
Maximum borrowing capacity						$ 10,100

Long-Term Debt - Real Estate Facilities - Summary (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Debt Instrument [Line Items]
Outstanding notes	$ 1,545,752	$ 1,509,645	$ 1,384,207
Less: Amount reclassified to liabilities related to assets held for sale	(4,022)
Real Estate Facilities
Debt Instrument [Line Items]
Outstanding notes	188,543	$ 145,911	$ 21,666
Remaining Available	68,394
M & T Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	179,662
Remaining Available	$ 68,394
Wtd. Average Interest Rate	7.62%
First CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 3,725
Wtd. Average Interest Rate	8.17%
Third CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 9,178
Wtd. Average Interest Rate	7.92%

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 69B
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

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

+ References + Details

Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Long-Term Debt
Long-term debt	$ 1,545,752	$ 1,509,645	$ 1,384,207
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 8,327	$ 3,280	$ 3,311
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

Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease costs
Operating lease cost	$ 29,639	$ 27,824	$ 88,220	$ 84,401
Amortization of finance lease assets			1,242
Amortization of finance lease assets	1,987	3,165		8,830
Interest on finance lease liabilities	1,543	1,441	4,482	3,580
Short-term lease cost	475	392	1,539	1,410
Variable lease cost	4,941	5,878	17,358	17,674
Sublease income	(782)	(432)	(2,114)	(1,131)
Net lease costs	$ 37,803	$ 38,268	$ 110,727	$ 114,764

Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Lease Obligations
Finance lease assets	$ 90.8	$ 88.1	$ 91.2

Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Lease Obligations
Operating cash flows for operating leases	$ 87,604	$ 85,175
Operating cash flows for finance leases	4,478	3,508
Financing cash flows for finance leases	4,160	4,541
New, remeasured, and terminated operating leases	40,598	14,433
New, remeasured and terminated finance leases	$ 8,959	$ 24,440

Lease Obligations - Sale-Leaseback Arrangement (Details) $ in Millions	Feb. 08, 2022 USD ($) Options property agreement
Lease Obligations
Number of properties associated in sale leaseback transaction \| property	3
Sale price of properties	$ 28.0
Number of sale-leaseback agreements \| agreement	3
Term of sale leaseback transaction	20 years
Number of options to extend sale-leaseback term \| Options	4
Extension term of sale leaseback	5 years
Net carrying amount of the financial liability and remaining assets	$ 0.0

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Fair Value Measurements
Liabilities related to assets held for sale	$ 4,022	$ 0	$ 0
Level 2 \| Carrying Value \| Term Loan Facility
Fair Value Measurements
Debt instrument	1,348,882	1,360,454	1,359,230
Level 2 \| Carrying Value \| Floor Plan Facility
Fair Value Measurements
Debt instrument	20,885	20,885	20,885
Level 2 \| Carrying Value \| Real Estate Facilities
Fair Value Measurements
Debt instrument	192,565	145,911	21,666
Liabilities related to assets held for sale	4,000
Level 2 \| Carrying Value \| Other Long-Term Debt
Fair Value Measurements
Debt instrument	8,327	3,280	3,311
Level 2 \| Fair Value \| Term Loan Facility
Fair Value Measurements
Debt instrument	1,380,135	1,394,290	1,394,290
Level 2 \| Fair Value \| Floor Plan Facility
Fair Value Measurements
Debt instrument	20,999	19,823	18,191
Level 2 \| Fair Value \| Real Estate Facilities
Fair Value Measurements
Debt instrument	195,585	145,664	20,153
Level 2 \| Fair Value \| Other Long-Term Debt
Fair Value Measurements
Debt instrument	$ 6,700	$ 2,944	$ 2,926

Commitments and Contingencies - Litigation (Details)	Jul. 14, 2023 USD ($)	May 31, 2023 USD ($)	Oct. 08, 2021 USD ($)	Sep. 30, 2023 USD ($)	Jul. 17, 2023 D	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 22, 2021 lawsuit
Surety Bond
Commitments and Contingencies
Outstanding surety bonds				$ 24,600,000		$ 22,000,000.0	$ 20,700,000
Senior Secured Credit Facilities
Commitments and Contingencies
Letters of Credit Outstanding, Amount				4,900,000		4,900,000	4,900,000
Letters of credit \| Floor Plan Facility
Commitments and Contingencies
Letters of Credit Outstanding, Amount				$ 11,300,000		$ 11,371,000	$ 11,371,000
Weissmann
Commitments and Contingencies
Number of lawsuits \| lawsuit								1
Precise Complaint
Commitments and Contingencies
Number of day for stipulation order to be become final upon expiration of appeal period \| D					10
Damages sought by plaintiff		$ 7,100,000
Amount the Company is entitled to		$ 3,700,000
Litigation fee to be reimbursed	$ 3,500
Minimum \| Weissmann
Commitments and Contingencies
Damages sought by plaintiff			$ 2,500,000

Statement of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
Statement of Cash Flows (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022
Cash paid during the period for:
Interest	$ 159,191	$ 69,007
Income taxes	3,040	40,925
Non-cash investing and financing activities:
Vehicles transferred to property and equipment from inventory	378	945
Capital expenditures in accounts payable and accrued liabilities	13,637	12,834
Purchase of real property through assumption of other long-term debt	5,185	0
Note receivable exchanged for amounts owed by other investment	2,153	0
Par value of Class A common stock issued for redemption of common units in CWGS, LLC	20	1
Cost of treasury stock issued for vested restricted stock units	$ 16,759	$ 26,165

Acquisitions - General Information (Details) $ in Millions	3 Months Ended	9 Months Ended
Acquisitions - General Information (Details) $ in Millions	Dec. 31, 2023 location	Sep. 30, 2023 USD ($) location	Sep. 30, 2022 USD ($) location
Acquisitions
Real properties purchased		$ 69.5	$ 41.7
Assumption of related promissory note		5.2
RV Dealership Groups \| Forecast
Acquisitions
Number of locations acquired \| location	12
RV and Outdoor Retail \| RV Dealership Groups
Acquisitions
Cash paid for acquisition		$ 150.5	$ 79.8
Number of locations acquired \| location		15	5
Number of locations to be open after current reporting period \| location		3
Good Sam Services and Plans \| Outdoor Publication
Acquisitions
Cash paid for acquisition			$ 3.4

Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 688,139	$ 533,217	$ 622,423	$ 483,634
Cash paid for acquisitions, net of cash acquired	150,475	83,227
RV and Outdoor Retail
Tangible assets (liabilities) acquired (assumed):
Goodwill	663,905	508,983	598,189	459,805
RV and Outdoor Retail \| 2023 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	0
Inventories, net	83,939
Prepaid expenses and other assets	163
Property and equipment, net	1,147
Operating lease assets	916
Customer deposits	0
Accrued liabilities	(6)
Current portion of operating lease liabilities	(208)
Other current liabilities	(484)
Operating lease liabilities, net of current portion	(708)
Total tangible net assets acquired	84,759
Total intangible assets acquired	0
Goodwill	65,716
Cash paid for acquisitions, net of cash acquired	150,475
Inventory purchases financed via floor plan	(70,568)
Cash payment net of floor plan financing	79,907
RV and Outdoor Retail \| 2022 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net		(68)
Inventories, net		30,828
Prepaid expenses and other assets		48
Property and equipment, net		206
Operating lease assets		739
Customer deposits		(77)
Accrued liabilities		75
Current portion of operating lease liabilities		(235)
Other current liabilities		0
Operating lease liabilities, net of current portion		(504)
Total tangible net assets acquired		31,012
Total intangible assets acquired		2,632
Goodwill		49,583
Cash paid for acquisitions, net of cash acquired		83,227
Inventory purchases financed via floor plan		(19,971)
Cash payment net of floor plan financing		63,256
Good Sam Services and Plans
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 24,234	$ 24,234	$ 24,234	$ 23,829

Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Assets Or Stock Of Multiple Dealership Locations Acquired [Member]
Acquisitions
Goodwill for tax purposes	$ 65.7	$ 49.6
Revenue	60.5	39.4
Pre-tax income (loss)	$ (2.4)	1.4
Good Sam Services and Plans \| Trademarks and trade names
Acquisitions
Intangible assets		$ 2.1
Useful lives (in years)		15 years
Good Sam Services and Plans \| Other intangible assets
Acquisitions
Intangible assets		$ 0.5
Useful lives (in years)		3 years

Income Taxes (Details) - USD ($) $ in Thousands					3 Months Ended		6 Months Ended	9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jan. 01, 2023	Dec. 31, 2022	Sep. 30, 2022	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Total Tax Impact of LLC Conversion					$ (4,300)			$ (700)
Effective tax rate (as a percent)								14.90%	15.70%
Valuation allowance on deferred tax assets									$ 800
Federal income tax rate (as a percent)								21.00%	21.00%
Payment, as percent of tax benefits (as a percent)								85.00%
Current portion of liabilities under tax receivable agreement	$ 13,999		$ 10,873	$ 11,686	$ 13,999			$ 13,999	$ 11,686
Common units redemption									50,000
Number of units redeemed				50,000					50,000
Increase in tax receivable agreement liability									$ 400
Increase Decrease In Deferred Tax Asset Due To Tax Receivable Agreement.									500
Increase in net deferred tax assets due to payments under tax receivable agreement		$ 6,300
Decrease in deferred tax assets									$ 9,400
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		2,592,524
CWGS, LLC \| Class A common stock
Units redeemed		2,000,000.0
Tax receivable agreement \| Chief Executive Officer \| Related party \| CWGS, LLC
Number of units redeemed		2,000,000.0
CWGS, LLC
Ownership interest	100.00%		100.00%	100.00%
CWH \| CWGS, LLC
Ownership interest	52.80%		50.20%	50.10%

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related party transactions
Accounts receivable, net	$ 135,832	$ 117,428	$ 135,832	$ 117,428	$ 112,411
Related Party Agreement \| Related Party [Member] \| Andris A. Baltins
Related party transactions
Related party expense				200
FreedomRoads \| Lease Agreement \| Related Party [Member] \| Mr. Lemonis
Related party transactions
Related party expense	$ 200	$ 200	700	700
FreedomRoads \| Lease Agreement \| Related Party [Member] \| Managers and Officers
Related party transactions
Related party expense			$ 3,200	$ 1,900

Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Stock Repurchase Program
Authorized amount for stock repurchase program			$ 120,200
Payment for share repurchased			$ 0	$ 79,757
Class A common stock
Stock Repurchase Program
Shares repurchased (in shares)	0	0		2,592,524
Payment for share repurchased				$ 79,800
Weighted average price (per share)				$ 30.76
Stock award to employee (In shares)			339,230	540,646

Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Non-Controlling Interests
Units held	84,824,706	84,485,476		84,173,614
Ownership interest	100.00%	100.00%	100.00%
CWH
Non-Controlling Interests
Units held	44,780,170	42,440,940		42,129,078
Ownership interest	52.80%	50.20%	50.10%
Continuing Equity Owners
Non-Controlling Interests
Units held	40,044,536	42,044,536		42,044,536
Ownership interest	47.20%	49.80%	49.90%

Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 01, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Non-Controlling Interests
Number of units redeemed			50,000		50,000
Summarizes the effects of change in ownership:
Net income attributable to Camping World Holdings, Inc.		$ 15,961	$ 41,126	$ 47,833	$ 170,167
Transfers to non-controlling interests:
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests		5,691	27,222	44,295	177,610
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		(46)	(20)	(133)	(149)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(11,313)	(14,713)	(14,382)	(22,342)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		1,089	$ 829	1,304	1,120
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock		0			28,398
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		$ 0		9,673	$ 416
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

Equity-Based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Equity-based compensation expense:
Equity based compensation expense	$ 5,466	$ 6,792	$ 18,316	$ 27,434
Costs applicable to revenue
Equity-based compensation expense:
Equity based compensation expense	142	196	496	559
Selling, general, and administrative
Equity-based compensation expense:
Equity based compensation expense	$ 5,324	$ 6,596	$ 17,820	$ 26,875

Equity-Based Compensation Plans - Stock Options (Details) - Employee Stock Option [Member] - shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Stock Options
Outstanding at December 31, 2022 (in shares)		238
Exercised (in shares)	(15)
Forfeited (in shares)	(20)
Outstanding and exercisable at March 31, 2023 (in shares)	203

Equity-Based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	May 31, 2023 director $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares
Share-based Compensation Plans
Vested (in shares)		478,000
Restricted Stock Units
Outstanding at December 31, 2022 (in shares)		2,549,000
Granted (in shares)		461,000
Forfeited (in shares)		(321,000)
Outstanding at March 31, 2023 (shares)		2,211,000
Employees
Restricted Stock Units
Granted (in shares)		429,338
Grant date fair value (in dollars) \| $		$ 8.5
Weighted Average Grant Date Fair Value
Weighted average grant date fair value (per share) \| $ / shares		$ 19.73
Employees \| Maximum
Restricted Stock Units
Vesting period		5 years
Non-employee Directors
Share-based Compensation Plans
Number of non-employee directors \| director	5
Grant date fair value (per unit) \| $ / shares	$ 24.04
Restricted Stock Units
Granted (in shares)	6,240
Vesting period	1 year
Weighted Average Grant Date Fair Value
Granted (per share) \| $ / shares	$ 24.04

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income	$ 30,893	$ 64,723	$ 4,903	$ 102,948	$ 197,985	$ 107,299	$ 100,519	$ 408,232
Less: net income attributable to non-controlling interests	(14,932)			(61,822)			(52,686)	(238,065)
Net income attributable to Camping World Holdings, Inc. - basic	15,961			41,126			47,833	170,167
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs	0			281			0	1,019
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	11,468			0			40,037	0
Net income attributable to Camping World Holdings, Inc. - diluted	$ 27,429			$ 41,407			$ 87,870	$ 171,186
Restricted Stock Units (RSUs)
Denominator:
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock	852			1,396			1,353	2,094
Class A common stock
Denominator:
Weighted-average shares of Class A common stock outstanding - basic	44,666			41,985			44,538	42,419
Dilutive options to purchase Class A common stock	35			53			26	62
Dilutive restricted stock units	434			467			308	466
Dilutive common units of CWGS, LLC that are convertible into Class A common stock	40,045			0			40,045	0
Weighted-average shares of Class A common stock outstanding - diluted	85,180			42,505			84,917	42,947
Earnings per share of Class A common stock - basic	$ 0.36			$ 0.98			$ 1.07	$ 4.01
Earnings per share of Class A common stock - diluted	$ 0.32			$ 0.97			$ 1.03	$ 3.99
CWGS, LLC \| Common Units
Denominator:
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock	0			42,045			0	42,045

Segments Information - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segments Information
Revenue	$ 1,729,613	$ 1,855,682	$ 5,117,214	$ 5,686,710
Intersegment Eliminations
Segments Information
Revenue	(3,788)	(7,561)	(11,518)	(24,265)
Good Sam Services and Plans
Segments Information
Revenue	49,889	50,352	147,294	144,504
Good Sam Services and Plans \| Intersegment Eliminations
Segments Information
Revenue	(133)	(61)	(823)	(410)
New vehicles
Segments Information
Revenue	679,207	834,112	2,126,862	2,746,323
New vehicles \| Intersegment Eliminations
Segments Information
Revenue	(1,290)	(1,484)	(4,068)	(5,068)
Used vehicles
Segments Information
Revenue	590,227	525,988	1,657,935	1,484,978
Used vehicles \| Intersegment Eliminations
Segments Information
Revenue	(1,267)	(1,090)	(3,537)	(3,100)
Products, service and other
Segments Information
Revenue	235,609	268,940	691,030	761,914
Products, service and other \| Intersegment Eliminations
Segments Information
Revenue	(155)	(237)	(527)	(810)
Finance and insurance, net
Segments Information
Revenue	163,630	165,136	460,336	513,921
Finance and insurance, net \| Intersegment Eliminations
Segments Information
Revenue	(943)	(4,689)	(2,563)	(14,877)
Good Sam Club
Segments Information
Revenue	11,051	11,154	33,757	35,070
Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	50,022	50,413	148,117	144,914
Good Sam Services and Plans \| Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	50,022	50,413	148,117	144,914
RV and Outdoor Retail
Segments Information
Revenue	1,679,724	1,805,330	4,969,920	5,542,206
RV and Outdoor Retail \| Operating Segments
Segments Information
Revenue	1,683,379	1,812,830	4,980,615	5,566,061
RV and Outdoor Retail \| New vehicles
Segments Information
Revenue	679,207	834,112	2,126,862	2,746,323
RV and Outdoor Retail \| New vehicles \| Operating Segments
Segments Information
Revenue	680,497	835,596	2,130,930	2,751,391
RV and Outdoor Retail \| Used vehicles
Segments Information
Revenue	590,227	525,988	1,657,935	1,484,978
RV and Outdoor Retail \| Used vehicles \| Operating Segments
Segments Information
Revenue	591,494	527,078	1,661,472	1,488,078
RV and Outdoor Retail \| Products, service and other
Segments Information
Revenue	235,609	268,940	691,030	761,914
RV and Outdoor Retail \| Products, service and other \| Operating Segments
Segments Information
Revenue	235,764	269,177	691,557	762,724
RV and Outdoor Retail \| Finance and insurance, net
Segments Information
Revenue	163,630	165,136	460,336	513,921
RV and Outdoor Retail \| Finance and insurance, net \| Operating Segments
Segments Information
Revenue	164,573	169,825	462,899	528,798
RV and Outdoor Retail \| Good Sam Club
Segments Information
Revenue	11,051	11,154	33,757	35,070
RV and Outdoor Retail \| Good Sam Club \| Operating Segments
Segments Information
Revenue	$ 11,051	$ 11,154	$ 33,757	$ 35,070

Segments Information - Segment Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segments Information
Total segment income	$ 87,926	$ 155,532	$ 279,202	$ 558,757
Depreciation and amortization	(17,619)	(18,207)	(49,462)	(61,369)
Other interest expense, net	(35,242)	(20,526)	(99,873)	(49,762)
Tax Receivable Agreement liability adjustment	1,680	0	1,680	0
Other income (expense), net	24	(177)	(1,659)	(472)
Income before income taxes	34,572	125,345	118,052	484,040
Operating Segments
Segments Information
Total segment income	89,227	167,044	278,426	605,324
Other interest expense, net	(7,110)	(3,887)	(19,783)	(9,815)
Corporate, Non-Segment
Segments Information
Total segment income	(3,498)	(2,789)	(11,060)	(9,681)
Other interest expense, net	(28,132)	(16,639)	(80,090)	(39,947)
Good Sam Services and Plans \| Operating Segments
Segments Information
Total segment income	32,684	23,946	83,143	67,242
Depreciation and amortization	(735)	(979)	(2,461)	(2,478)
Other interest expense, net	68	(22)	177	(24)
RV and Outdoor Retail \| Operating Segments
Segments Information
Total segment income	56,543	143,098	195,283	538,082
Depreciation and amortization	(16,884)	(17,228)	(47,001)	(58,891)
Other interest expense, net	$ (7,178)	$ (3,865)	$ (19,960)	$ (9,791)

Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segments Information
Depreciation and amortization	$ 17,619	$ 18,207	$ 49,462	$ 61,369
Good Sam Services and Plans \| Operating Segments
Segments Information
Depreciation and amortization	735	979	2,461	2,478
RV and Outdoor Retail \| Operating Segments
Segments Information
Depreciation and amortization	$ 16,884	$ 17,228	$ 47,001	$ 58,891

Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segments Information
Other interest expense, net	$ 35,242	$ 20,526	$ 99,873	$ 49,762
Operating Segments
Segments Information
Other interest expense, net	7,110	3,887	19,783	9,815
Corporate, Non-Segment
Segments Information
Other interest expense, net	28,132	16,639	80,090	39,947
Good Sam Services and Plans \| Operating Segments
Segments Information
Other interest expense, net	(68)	22	(177)	24
RV and Outdoor Retail \| Operating Segments
Segments Information
Other interest expense, net	$ 7,178	$ 3,865	$ 19,960	$ 9,791

Segments Information - Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Segments Information
Assets	$ 4,657,259	$ 4,800,147	$ 4,511,386
Operating Segments
Segments Information
Assets	4,475,448	4,579,195	4,244,486
Corporate, Non-Segment
Segments Information
Assets	181,811	220,952	266,900
Good Sam Services and Plans \| Operating Segments
Segments Information
Assets	91,887	130,841	93,539
RV and Outdoor Retail \| Operating Segments
Segments Information
Assets	$ 4,383,561	$ 4,448,354	$ 4,150,947

- 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.

+ 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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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 15,961	$ 41,126	$ 47,833	$ 170,167

- 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

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
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