Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	Apr. 28, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 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	Q1
Amendment Flag	false
Class A common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		44,466,636
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	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Current assets:
Cash and cash equivalents	$ 72,828	$ 130,131	$ 139,480
Contracts in transit	104,148	50,349	135,513
Accounts receivable, net	109,105	112,411	116,593
Inventories	1,980,106	2,123,858	2,152,400
Prepaid expenses and other assets	58,761	66,913	57,763
Assets held for sale	13,971	0	0
Total current assets	2,338,919	2,483,662	2,601,749
Property and equipment, net	751,287	758,281	636,500
Operating lease assets	729,958	742,306	748,893
Deferred tax assets, net	145,413	143,226	185,616
Intangible assets, net	15,381	20,945	21,450
Goodwill	622,545	622,423	506,954
Other assets	27,010	29,304	26,373
Total assets	4,630,513	4,800,147	4,727,535
Current liabilities:
Accounts payable	185,652	127,691	221,990
Accrued liabilities	172,428	147,833	224,995
Deferred revenues	94,166	95,695	92,747
Current portion of operating lease liabilities	61,421	61,745	63,490
Current portion of finance lease liabilities	5,590	10,244	10,393
Current portion of Tax Receivable Agreement liability	10,935	10,873	11,322
Current portion of long-term debt	26,969	25,229	15,825
Notes payable - floor plan, net	1,042,099	1,319,941	1,237,208
Other current liabilities	77,924	73,076	78,369
Liabilities related to assets held for sale	7,650	0	0
Total current liabilities	1,684,834	1,872,327	1,956,339
Operating lease liabilities, net of current portion	753,451	764,835	770,778
Finance lease liabilities, net of current portion	100,701	94,216	72,192
Tax Receivable Agreement liability, net of current portion	165,054	159,743	171,476
Revolving line of credit	20,885	20,885	20,885
Long-term debt, net of current portion	1,525,304	1,484,416	1,374,592
Deferred revenues	68,690	70,247	69,902
Other long-term liabilities	85,841	85,792	81,201
Total liabilities	4,404,760	4,552,461	4,517,365
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	114,017	106,051	126,071
Treasury stock, at cost; 5,104, 5,130, and 5,883 shares, respectively	(178,832)	(179,732)	(206,098)
Retained earnings	196,409	221,031	207,774
Total stockholders' equity attributable to Camping World Holdings, Inc.	132,094	147,830	128,227
Non-controlling interests	93,659	99,856	81,943
Total stockholders' equity	225,753	247,686	210,170
Total liabilities and stockholders' equity	4,630,513	4,800,147	4,727,535
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	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 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)	5,104,000	5,130,000	5,883,000
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	44,467,000	42,441,000	41,688,000
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
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Total revenue	$ 1,486,880	$ 1,662,396
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	1,045,860	1,102,194
Operating expenses:
Selling, general, and administrative	365,726	385,315
Depreciation and amortization	14,637	25,535
Long-lived asset impairment	7,045	0
Lease termination	0	178
(Gain) loss on sale or disposal of assets	(4,987)	49
Total operating expenses	382,421	411,077
Income from operations	58,599	149,125
Other expense:
Floor plan interest expense	(20,810)	(6,266)
Other interest expense, net	(31,113)	(14,301)
Other expense, net	(1,500)	(223)
Total other expense	(53,423)	(20,790)
Income before income taxes	5,176	128,335
Income tax expense	(273)	(21,036)
Net income	4,903	107,299
Less: net income attributable to non-controlling interests	(1,734)	(62,569)
Net income attributable to Camping World Holdings, Inc.	$ 3,169	$ 44,730
Class A common stock
Earnings per share of Class A common stock:
Basic	$ 0.07	$ 1.03
Diluted	$ 0.05	$ 1.02
Weighted average shares of Class A common stock outstanding:
Basic	44,455	43,553
Diluted	84,717	44,215
Good Sam Services and Plans
Revenue:
Total revenue	$ 46,367	$ 44,559
New vehicles
Revenue:
Total revenue	646,752	834,959
Used vehicles
Revenue:
Total revenue	444,746	403,032
Products, service and other
Revenue:
Total revenue	207,661	214,973
Finance and insurance, net
Revenue:
Total revenue	129,772	153,378
Good Sam Club
Revenue:
Total revenue	11,582	11,495
Good Sam Services and Plans
Revenue:
Total revenue	46,367	44,559
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	16,152	16,703
RV and Outdoor Retail
Revenue:
Total revenue	1,440,513	1,617,837
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	1,029,708	1,085,491
RV and Outdoor Retail \| New vehicles
Revenue:
Total revenue	646,752	834,959
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	557,542	644,370
RV and Outdoor Retail \| Used vehicles
Revenue:
Total revenue	444,746	403,032
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	341,947	302,825
RV and Outdoor Retail \| Products, service and other
Revenue:
Total revenue	207,661	214,973
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	129,018	136,160
RV and Outdoor Retail \| Finance and insurance, net
Revenue:
Total revenue	129,772	153,378
RV and Outdoor Retail \| Good Sam Club
Revenue:
Total revenue	11,582	11,495
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	$ 1,201	$ 2,136

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)			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)
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)	0	0	0		2
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	$ 0	$ 0	$ 0	(17)	$ 0	0	17	0
Vesting of restricted stock units	$ 0	$ 0	$ 0	(1,104)	$ 1,300	0	(196)	0
Vesting of restricted stock units (in shares)	0	0	0		37
Repurchases of Class A common stock for withholding taxes on vested RSUs	$ 0	$ 0	$ 0	128	$ (466)	0	0	(338)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)	0	0	0		(13)
Redemption of LLC common units for Class A common stock	$ 20	$ 0	$ 0	9,673	$ 0	0	(4,739)	4,954
Redemption of LLC common units for Class A common stock (in shares)	2,000	(2,000)	0		0
Distributions to holders of LLC common units	$ 0	$ 0	$ 0	0	$ 0	0	(6,046)	(6,046)
Dividends	0	0	0	0	0	(27,791)	0	(27,791)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	0	0	0	(4,014)	0	0	0	(4,014)
Non-controlling interest adjustment	0	0	0	(20)	0	0	20	0
Net income	0	0	0	0	0	3,169	1,734	4,903
Balance at Mar. 31, 2023	$ 496	$ 4	$ 0	$ 114,017	$ (178,832)	$ 196,409	$ 93,659	$ 225,753
Balance (in shares) at Mar. 31, 2023	49,571	39,466	0
Balance (in shares) at Mar. 31, 2023					(5,104)			5,104

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

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net income	$ 4,903	$ 107,299
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	14,637	25,535
Equity-based compensation	6,358	11,674
Loss on lease termination	0	178
Long-lived asset impairment	7,045	0
(Gain) loss on sale or disposal of assets	(4,987)	49
Provision for losses on accounts receivable	(414)	(74)
Non-cash lease expense	15,039	15,320
Accretion of original debt issuance discount	503	516
Non-cash interest	658	484
Deferred income taxes	4,126	3,438
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit	(50,078)	(92,645)
Inventories	143,675	(348,374)
Prepaid expenses and other assets	7,961	6,327
Accounts payable and other accrued expenses	64,699	78,091
Deferred revenue	(3,086)	(1,842)
Operating lease liabilities	(14,609)	(15,529)
Other, net	2,787	(501)
Net cash provided by (used in) operating activities	199,217	(210,054)
Investing activities
Purchases of property and equipment	(25,314)	(31,665)
Proceeds from sale of property and equipment	183	199
Purchases of real property	(18,236)	(17,018)
Proceeds from the sale of real property	22,703	0
Purchases of businesses, net of cash acquired	0	(34,808)
Purchases of intangible assets	(23)	(715)
Net cash used in investing activities	(20,687)	(84,007)
Financing activities
Proceeds from long-term debt	59,227	0
Payments on long-term debt	(9,058)	(3,954)
Net (payments) proceeds on notes payable - floor plan, net	(249,822)	275,296
Payments on finance leases	(1,233)	(1,021)
Proceeds from sale-leaseback arrangement	0	27,951
Payments on sale-leaseback arrangement	(46)	(36)
Payment of debt issuance costs	(767)	0
Dividends on Class A common stock	(27,791)	(26,427)
Proceeds from exercise of stock options	41	231
RSU shares withheld for tax	(338)	(1,238)
Repurchases of Class A common stock to treasury stock	0	(79,757)
Distributions to holders of LLC common units	(6,046)	(24,836)
Net cash (used in) provided by financing activities	(235,833)	166,209
Decrease in cash and cash equivalents	(57,303)	(127,852)
Cash and cash equivalents at beginning of the period	130,131	267,332
Cash and cash equivalents at end of the period	$ 72,828	$ 139,480

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 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 months ended March 31, 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 March 31, 2023, December 31, 2022, and March 31, 2022, CWH owned 52.6%, 50.2%, and 49.8%, 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 is continuing to cooperate 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. 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 retail 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 timing of acquisitions and the seasonality of the Company’s business. The Company prefers to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be remodeled and to ramp up operations ahead of the spring and summer months, but that does not preclude the Company from acquiring new retail locations during the second and third quarters of a year. The timing of the Company’s acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has historically resulted in SG&A expenses as a percentage of gross profit being higher in these quarters.

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 (“ASU 2022-03”). 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 (“ASU 2022-04”). 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 this standard relates to additional disclosure requirements, 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 (“ASU 2023-01”). 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.

Revenue

3 Months Ended

Mar. 31, 2023

Revenue

Revenue

2. Revenue

Contract Assets

As of March 31, 2023, December 31, 2022, and March 31, 2022 a contract asset of $17.4 million, $18.4 million, and $16.6 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 presented separately as a component of accrued liabilities. For the three months ended March 31, 2023, $32.7 million of revenues recognized were included in the deferred revenue balance at the beginning of the period.

As of March 31, 2023, the Company has unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at March 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	March 31, 2023
2023	$	78,688
2024		41,523
2025		21,265
2026		11,240
2027		5,956
Thereafter		4,184
Total	$	162,856

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Inventories and Floor Plan Payables

3 Months Ended

Mar. 31, 2023

Inventories and Floor Plan Payables

Inventories and Floor Plan Payables

3. Inventories and Floor Plan Payables

Inventories consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2023		2022		2022
Good Sam services and plans	$	530	$	625	$	—
New RVs		1,219,889		1,411,016		1,420,136
Used RVs		510,689		464,310		423,409
Products, parts, accessories and other		248,998		247,907		308,855
	$	1,980,106	$	2,123,858	$	2,152,400

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.

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 March 31, 2023, December 31, 2022, and March 31, 2022, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (“Floor Plan Facility”). The Floor Plan Facility at March 31, 2023 allowed FR to borrow (a) up to $1.70 billion under a floor plan facility, (b) up to $30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $70.0 million under the revolving line of credit. The Floor Plan 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 amount of $200 million. The lenders under the Floor Plan Facility are not under any obligation to provide commitments in respect of any such increase. The maturity date of the Floor Plan Facility is September 30, 2026.

As of March 31, 2023, December 31, 2022, and March 31, 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 6.63%, 6.01%, and 2.18%, 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 March 31, 2023, December 31, 2022, and March 31, 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 6.83%, 6.21%, and 2.38%, 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 March 31, 2023, December 31, 2022, and March 31, 2022.

The Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the lender 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 March 31, 2023, December 31, 2022, and March 31, 2022, FR had $223.9 million, $217.7 million, and $152.6 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 agreements governing the Floor Plan Facility include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2023 that would trigger a subjective acceleration clause. Additionally, the credit agreements governing the Floor Plan Facility contain certain financial covenants. FR was in compliance with all debt covenants at March 31, 2023, December 31, 2022, and March 31, 2022.

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


	March 31,		December 31,		March 31,
	2023		2022		2022
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,700,000	$	1,700,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,042,099)		(1,319,941)		(1,237,208)
Less: FLAIR offset account		(223,899)		(217,669)		(152,619)
Additional borrowing capacity		434,002		162,390		310,173
Less: short-term payable for sold inventory⁽¹⁾		(61,520)		(33,501)		(77,468)
Less: purchase commitments⁽²⁾		(22,991)		(43,807)		(129,580)
Unencumbered borrowing capacity	$	349,491	$	85,082	$	103,125

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		(11,371)		(11,371)		(11,500)
Additional letters of credit capacity	$	18,629	$	18,629	$	18,500

(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

3 Months Ended

Mar. 31, 2023

Restructuring and Long-Lived Asset Impairment

Restructuring and Long-Lived Asset Impairment

4. Restructuring and Long-Lived Asset Impairment

Restructuring

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 expects that most of the remaining leases under the 2019 Strategic Shift will be subleased or terminated by December 31, 2023.

The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $120.0 million to $132.2 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 were incurred through December 31, 2020;

●

lease termination costs of $20.0 million to $29.0 million, of which $19.4 million has been incurred through March 31, 2023;

●

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

●

other associated costs of $41.4 million to $44.6 million, of which $40.0 million has been incurred through March 31, 2023.

Through March 31, 2023, the Company has incurred $40.0 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 $1.4 million to $4.6 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 intends to negotiate terminations of these leases where prudent and pursue sublease arrangements for the remaining leases. Lease costs may continue to be incurred after December 31, 2023 on these leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. 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 months ended March 31, 2023 and 2022 associated with the 2019 Strategic Shift (in thousands):


	Three Months Ended March 31,
	2023		2022
Restructuring costs:
Lease termination costs⁽¹⁾	$	—	$	178
Other associated costs⁽²⁾		1,084		2,023
Total restructuring costs	$	1,084	$	2,201

(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		—		723		2,023		2,746
Paid or otherwise settled		—		—		(2,107)		(2,107)
Balance at March 31, 2022		—		723		842		1,565
Charged to expense		—		5,374		5,003		10,377
Paid or otherwise settled		—		(6,097)		(4,976)		(11,073)
Balance at December 31, 2022		—		—		869		869
Charged to expense		—		—		1,084		1,084
Paid or otherwise settled		—		—		(1,014)		(1,014)
Balance at March 31, 2023	$	—	$	—	$	939	$	939

(1)

Lease termination costs exclude the $7.6 million, $0.5 million and $4.3 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 three months ended March 31, 2022, and for the nine 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.

Long-Lived Asset Impairment

On March 1, 2023, the Company determined to implement plans 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 certain 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, when completed, will result in a much smaller operation. During the three months ended March 31, 2023, the Company recorded an impairment charge totaling $6.6 million related to Active Sports, of which $4.5 million related to intangible assets, and $2.1 million related to other long-lived asset categories. The Company does not expect any other material exit costs related to Active Sports.

During the three months ended March 31, 2023, 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. 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 charge was 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. During the three months ended March 31, 2022, the Company had no indicators of impairment of the long-lived assets.

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


	Three Months Ended March 31,
	2023		2022
Long-lived asset impairment charges:
Leasehold improvements	$	740	$	—
Furniture and equipment		329		—
Software		1,362		—
Construction in progress and software in development		113		—
Intangible assets		4,501
Total long-lived asset impairment charges		7,045		—
Less: portion unrelated to 2019 Strategic Shift		(7,045)		—
2019 Strategic Shift long-lived asset impairment charges	$	—	$	—

Assets Held for Sale

3 Months Ended

Mar. 31, 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 March 31, 2023, two properties from the RV and Outdoor Retail segment, relating to a closed distribution center and a closed RV dealership, met the criteria to be classified as held for sale. Additionally, as of March 31, 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 March 31, 2023, December 31, 2022, and March 31, 2022 (in thousands):


	March 31,		December 31,		March 31,
	2023		2022		2022
Assets held for sale:
Property and equipment, net	$	13,971	$	—	$	—
	$	13,971	$	—	$	—
Liabilities related to assets held for sale:
Current portion of long-term debt	$	788	$	—	$	—
Long-term debt, net of current portion		6,862		—		—
	$	7,650	$	—	$	—

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets

Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by segment for the three months ended March 31, 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		—		23,320		23,320
Balance at March 31, 2022		23,829		483,125		506,954
Acquisitions		405		115,064		115,469
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		122		122
Balance at March 31, 2023	$	24,234	$	598,311	$	622,545

Intangible Assets

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


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

	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

	March 31, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,140	$	(8,776)	$	364
Websites		3,050		(355)		2,695
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,445)		3,181
Supplier lists		1,696		(509)		1,187
Trademarks and trade names		29,564		(18,756)		10,808
Websites		7,350		(4,135)		3,215
	$	56,426	$	(34,976)	$	21,450

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

3 Months Ended

Mar. 31, 2023

Long-Term Debt.

Long-Term Debt

7. Long-Term Debt

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


	March 31,		December 31,		March 31,
	2023		2022		2022
Term Loan Facility ⁽¹⁾	$	1,354,221	$	1,360,454	$	1,364,560
Real Estate Facilities ⁽²⁾		194,802		145,911		22,486
Other Long-Term Debt		3,250		3,280		3,371
Subtotal		1,552,273		1,509,645		1,390,417
Less: current portion		(26,969)		(25,229)		(15,825)
Total	$	1,525,304	$	1,484,416	$	1,374,592

(1)	Net of $13.7 million, $14.2 million, and $16.3 million of original issue discount at March 31, 2023, December 31, 2022, and March 31, 2022, respectively, and $5.5 million, $5.8 million, and $6.6 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 2022, respectively.

(2)	Net of $3.9 million, $3.4 million, and $0.2 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 2022, respectively.

Senior Secured Credit Facilities

As of March 31, 2023, December 31, 2022, and March 31, 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):


	March 31,		December 31,		March 31,
	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		(26,523)		(19,515)		(12,508)
Less: unamortized original issue discount		(13,721)		(14,224)		(16,310)
Less: unamortized finance costs		(5,535)		(5,807)		(6,622)
		1,354,221		1,360,454		1,364,560
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,340,206	$	1,346,439	$	1,350,545
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,930)		(4,930)		(4,930)
Additional borrowing capacity	$	60,070	$	60,070	$	60,070

As of March 31, 2023, December 31, 2022, and March 31, 2022, the average interest rate on the Term Loan Facility was 7.20%, 6.80%, and 3.25%, respectively, and the effective interest rate was 7.44%, 7.03%, and 3.46%, 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 March 31, 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 March 31, 2023, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold. The Company was in compliance with all applicable debt covenants at March 31, 2023, December 31, 2022, and March 31, 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 three months ended March 31, 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 Real Estate Facility”, the “Second Real Estate Facility”, and the “Third Real Estate Facility”, respectively, and collectively the “Real Estate Facilities”) with aggregate maximum principal capacities of $21.5 million, $9.0 million, and $10.1 million for the First Real Estate Facility, Second Real Estate Facility, and Third Real Estate Facility, respectively. Borrowings under the Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facilities may be used to finance the acquisition of real estate assets. The Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facilities (“Real Estate Facility Properties”). The First Real Estate Facility, Second Real Estate Facility, and Third Real Estate Facility mature in October 2023, September 2026, and December 2026, respectively.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at March 31, 2023:


	As of March 31, 2023
	Principal			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾			Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	181,606		$	68,394	⁽³⁾		7.10%
First CIBC Real Estate Facility		3,864			—			7.46%
Second CIBC Real Estate Facility		7,650	⁽⁴⁾		—			7.46%
Third CIBC Real Estate Facility		9,332			—			7.21%
Less: Amount reclassified to liabilities related to assets held for sale		(7,650)			—
	$	194,802		$	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)	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 March 31, 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 March 31, 2023, December 31, 2022, and March 31, 2022.

Other Long-Term Debt

In December 2021, FRHP assumed a mortgage as part of a real estate acquisition. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. As of March 31, 2023, the outstanding principal balance of the mortgage was $3.3 million with an interest rate of 3.50%. The mortgage matures in December 2026.

Lease Obligations

3 Months Ended

Mar. 31, 2023

Lease Obligations

Leases Obligations

8. Lease Obligations

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


	Three Months Ended March 31,
	2023		2022
Operating lease cost	$	29,205	$	28,496
Finance lease cost:
Amortization of finance lease assets		(2,813)		2,691
Interest on finance lease liabilities		1,399		987
Short-term lease cost		514		463
Variable lease cost		6,289		6,194
Sublease income		(657)		(393)
Net lease costs	$	33,937	$	38,438

As of March 31, 2023, December 31, 2022, and March 31, 2022, finance lease assets of $93.6 million, $88.1 million, and $76.9 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets.

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


	Three Months Ended March 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	28,774	$	28,873
Operating cash flows for finance leases		1,395		962
Financing cash flows for finance leases		1,233		1,021
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		2,693		13,341
New, remeasured and terminated finance leases		7,700		3,875

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 will lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. 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

3 Months Ended

Mar. 31, 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.

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2023 and 2022 of assets and liabilities that are not measured at fair value on a recurring basis.

The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2), and the fair values shown below for the Floor Plan Facility, the Revolving Line of Credit, and the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.


	Fair Value	March 31, 2023				December 31, 2022				March 31, 2022
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,354,221	$	1,387,212	$	1,360,454	$	1,394,290	$	1,364,560	$	1,401,367
Floor Plan Facility Revolving Line of Credit	Level 2		20,885		21,213		20,885		19,823		20,885		18,624
Real Estate Facilities⁽¹⁾	Level 2		202,452		211,085		145,911		145,664		22,486		21,639
Other Long-Term Debt	Level 2		3,250		2,945		3,280		2,944		3,371		3,187

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

- 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

3 Months Ended

Mar. 31, 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; (v) unjust enrichment; and (vi) 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 has not yet been scheduled.

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 initial discovery, but the arbitration hearing has not yet been scheduled.

Precise Complaint

On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee for the Estate of Precise Graphix, LLC (“Precise”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which Trustee Feldman alleges claims on behalf of Precise in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW. Trustee Feldman 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. Precise did not serve the Precise Complaint on CW. On July 3, 2022, Precise filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. A decision is expected within thirty (30) days following the completion of the post-hearing briefing.

General

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

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

Financial Assurances

In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of March 31, 2023, December 31, 2022, and March 31, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $11.4 million, $11.4 million, and $11.5 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 March 31, 2023, December 31, 2022, and March 31, 2022, outstanding surety bonds were $22.4 million, $22.0 million, and $19.9 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

3 Months Ended

Mar. 31, 2023

Statement of Cash Flows

Statements of Cash Flows

11. Statement of Cash Flows

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



	Three Months Ended March 31,
	2023		2022
Cash paid (refunded) during the period for:
Interest	$	29,289	$	18,894
Income taxes		(93)		1,412
Non-cash investing activities:
Vehicles transferred to property and equipment from inventory		136		255
Capital expenditures in accounts payable and accrued liabilities		6,068		9,674
Non-cash financing activities:
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		1,300		4,749

Acquisitions

3 Months Ended

Mar. 31, 2023

Acquisitions

Acquisitions

12. Acquisitions

During the three months ended March 31, 2022, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new retail locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill. During the three months ended March 31, 2023, the RV and Outdoor Retail segment did not acquire any RV Dealerships.

During the three months ended March 31, 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of two locations for an aggregate purchase price of approximately $34.8 million plus real property of $12.1 million.

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


	Three Months Ended March 31,
($ in thousands)	2023		2022
Tangible assets (liabilities) acquired (assumed):
Inventories, net	$	(122)	$	11,425
Prepaid expenses and other assets		—		13
Property and equipment, net		—		70
Accrued liabilities		—		(20)
Total tangible net assets acquired		(122)		11,488
Goodwill		122		23,320
Cash paid for acquisitions, net of cash acquired		—		34,808
Inventory purchases financed via floor plan		—		(5,876)
Cash payment net of floor plan financing	$	—	$	28,932

For the three months ended March 31, 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 three months ended March 31, 2022, acquired goodwill of $23.3 million was expected to be deductible for tax purposes. Included in the condensed consolidated financial statements for the three months ended March 31, 2022 were $4.9 million of revenue, and $0.3 million of pre-tax income, respectively of 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.

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Taxes

Income Taxes

13. Income Taxes

CWH is organized as a Subchapter C corporation and, as of March 31, 2023, is a 52.6% 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 three months ended March 31, 2023, there was no significant income tax expense recorded relating to the LLC Conversion.

Effective Income Tax Rate

For the three months ended March 31, 2023, the Company's effective income tax rate was 5.3%, which differed from the federal statutory rate of 21.0% and apportioned state tax rate of approximately 4.3% 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.

For the three months ended March 31, 2022, the Company's effective income tax rate was 16.4%, 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 $0.7 million related to current state combined unitary losses. Additionally, for the three months ended March 31, 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 three months ended March 31, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Related Party Transactions

14. Related Party Transactions

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various retail locations from managers and officers. During the three months ended March 31, 2023 and 2022, the related party lease expense for these locations were $1.5 million and $0.6 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 March 31, 2023 and 2022, rental payments for the Lincolnshire Lease, including common area maintenance charges, were each $0.2 million, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire Lease.

The Company had an expense reimbursement payable to Mr. Lemonis of $0.1 million at March 31, 2022, relating primarily to advertising expenses for the Company that were processed through Mr. Lemonis’ social media accounts, which was paid in 2022. This payable was included in accounts payable in the condensed consolidated balance sheets.

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, $0.1 million for the three months ended March 31, 2022 for legal services, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Stockholders' Equity

Stockholders' Equity

15. Stockholders’ Equity

Stock Repurchase Program

During the three months ended March 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program. During the three months ended March 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $79.8 million, including commissions paid, at a weighted average price per share of $30.76, which 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 three months ended March 31, 2023 and 2022, the Company reissued 25,696 and 99,907 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 March 31, 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 shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Non-Controlling Interests

3 Months Ended

Mar. 31, 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 March 31, 2023				As of December 31, 2022				As of March 31, 2022
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		44,466,636		52.6%		42,440,940		50.2%		41,688,339		49.8%
Continuing Equity Owners		40,044,536		47.4%		42,044,536		49.8%		42,044,536		50.2%
Total		84,511,172		100.0%		84,485,476		100.0%		83,732,875		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 March 31,
($ in thousands)	2023		2022
Net income attributable to Camping World Holdings, Inc.	$	3,169	$	44,730
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		(17)		(111)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(1,104)		(4,067)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		128		243
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	$	11,849	$	69,609

Equity-Based Compensation Plans

3 Months Ended

Mar. 31, 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 March 31,
($ in thousands)	2023		2022
Equity-based compensation expense:
Costs applicable to revenue	$	132	$	141
Selling, general, and administrative		6,226		11,533
Total equity-based compensation expense	$	6,358	$	11,674

The following table summarizes stock option activity for the three months ended March 31, 2023:




	Stock Options
	(in thousands)
Outstanding at December 31, 2022		238
Exercised		(2)
Forfeited		(5)
Outstanding and exercisable at March 31, 2023		231

The following table summarizes restricted stock unit activity for the three months ended March 31, 2023:


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2022		2,549
Granted		261
Vested		(37)
Forfeited		(79)
Outstanding at March 31, 2023		2,694

During the three months ended March 31, 2023, the Company granted 261,308 RSUs to employees with an aggregate grant date fair value of $4.7 million and weighted-average grant date fair value of $18.12 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years.

Earnings Per Share

3 Months Ended

Mar. 31, 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 March 31,
(In thousands except per share amounts)	2023		2022
Numerator:
Net income	$	4,903	$	107,299
Less: net income attributable to non-controlling interests		(1,734)		(62,569)
Net income attributable to Camping World Holdings, Inc. — basic	$	3,169	$	44,730
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		—		332
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		1,297		—
Net income attributable to Camping World Holdings, Inc. — diluted	$	4,466	$	45,062
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		44,455		43,553
Dilutive options to purchase Class A common stock		15		88
Dilutive restricted stock units		202		574
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		40,045		—
Weighted-average shares of Class A common stock outstanding — diluted		84,717		44,215

Earnings per share of Class A common stock — basic	$	0.07	$	1.03
Earnings per share of Class A common stock — diluted	$	0.05	$	1.02

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Restricted stock units		2,122		1,632
Common units of CWGS, LLC that are convertible into Class A common stock		—		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

3 Months Ended

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

	Three Months Ended March 31, 2022
	Good Sam		RV and
	Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	44,829	$	—	$	(270)	$	44,559
New vehicles		—		836,572		(1,613)		834,959
Used vehicles		—		403,818		(786)		403,032
Products, service and other		—		215,218		(245)		214,973
Finance and insurance, net		—		157,783		(4,405)		153,378
Good Sam Club		—		11,495		—		11,495
Total consolidated revenue	$	44,829	$	1,624,886	$	(7,319)	$	1,662,396


	Three Months Ended March 31,
($ in thousands)	2023		2022
Segment income:⁽¹⁾
Good Sam Services and Plans	$	23,619	$	21,172
RV and Outdoor Retail		32,584		151,499
Total segment income		56,203		172,671
Corporate & other		(3,777)		(4,277)
Depreciation and amortization		(14,637)		(25,535)
Other interest expense, net		(31,113)		(14,301)
Other expense, net		(1,500)		(223)
Income before income taxes	$	5,176	$	128,335

(1)

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


	Three Months Ended March 31,
($ in thousands)	2023		2022
Depreciation and amortization:
Good Sam Services and Plans	$	952	$	790
RV and Outdoor Retail		13,685		24,745
Total depreciation and amortization	$	14,637	$	25,535


	Three Months Ended March 31,
($ in thousands)	2023		2022
Other interest expense, net:
Good Sam Services and Plans	$	(55)	$	—
RV and Outdoor Retail		5,797		2,751
Subtotal		5,742		2,751
Corporate & other		25,371		11,550
Total other interest expense, net	$	31,113	$	14,301


	March 31,		December 31,		March 31,
($ in thousands)	2023		2022		2022
Assets:
Good Sam Services and Plans	$	89,308	$	130,841	$	77,791
RV and Outdoor Retail		4,331,314		4,448,354		4,355,236
Subtotal		4,420,622		4,579,195		4,433,027
Corporate & other		209,891		220,952		294,508
Total assets	$	4,630,513	$	4,800,147	$	4,727,535

- 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

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+ Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 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 months ended March 31, 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 March 31, 2023, December 31, 2022, and March 31, 2022, CWH owned 52.6%, 50.2%, and 49.8%, 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 is continuing to cooperate 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. 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 retail 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 timing of acquisitions and the seasonality of the Company’s business. The Company prefers to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be remodeled and to ramp up operations ahead of the spring and summer months, but that does not preclude the Company from acquiring new retail locations during the second and third quarters of a year. The timing of the Company’s acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has historically resulted in SG&A expenses as a percentage of gross profit being higher in these quarters. 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 (“ASU 2022-03”). 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 (“ASU 2022-04”). 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 this standard relates to additional disclosure requirements, 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 (“ASU 2023-01”). 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.

Revenue (Tables)

3 Months Ended

Mar. 31, 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 March 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	March 31, 2023
2023	$	78,688
2024		41,523
2025		21,265
2026		11,240
2027		5,956
Thereafter		4,184
Total	$	162,856

Inventories and Floor Plan Payables (Tables)

3 Months Ended

Mar. 31, 2023

Inventory

Schedule of inventories

Inventories consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2023		2022		2022
Good Sam services and plans	$	530	$	625	$	—
New RVs		1,219,889		1,411,016		1,420,136
Used RVs		510,689		464,310		423,409
Products, parts, accessories and other		248,998		247,907		308,855
	$	1,980,106	$	2,123,858	$	2,152,400

Floor Plan Facility

Inventory

Schedule of outstanding amounts and available borrowing

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


	March 31,		December 31,		March 31,
	2023		2022		2022
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,700,000	$	1,700,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,042,099)		(1,319,941)		(1,237,208)
Less: FLAIR offset account		(223,899)		(217,669)		(152,619)
Additional borrowing capacity		434,002		162,390		310,173
Less: short-term payable for sold inventory⁽¹⁾		(61,520)		(33,501)		(77,468)
Less: purchase commitments⁽²⁾		(22,991)		(43,807)		(129,580)
Unencumbered borrowing capacity	$	349,491	$	85,082	$	103,125

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		(11,371)		(11,371)		(11,500)
Additional letters of credit capacity	$	18,629	$	18,629	$	18,500

(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)

3 Months Ended

Mar. 31, 2023

Restructuring and Long-Lived Asset Impairment

Schedule of expenses associated with the 2019 Strategic Shift

The following table details the costs incurred during the three months ended March 31, 2023 and 2022 associated with the 2019 Strategic Shift (in thousands):


	Three Months Ended March 31,
	2023		2022
Restructuring costs:
Lease termination costs⁽¹⁾	$	—	$	178
Other associated costs⁽²⁾		1,084		2,023
Total restructuring costs	$	1,084	$	2,201

(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 associated with the 2019 Strategic Shift

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		—		723		2,023		2,746
Paid or otherwise settled		—		—		(2,107)		(2,107)
Balance at March 31, 2022		—		723		842		1,565
Charged to expense		—		5,374		5,003		10,377
Paid or otherwise settled		—		(6,097)		(4,976)		(11,073)
Balance at December 31, 2022		—		—		869		869
Charged to expense		—		—		1,084		1,084
Paid or otherwise settled		—		—		(1,014)		(1,014)
Balance at March 31, 2023	$	—	$	—	$	939	$	939

(1)

Lease termination costs exclude the $7.6 million, $0.5 million and $4.3 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 three months ended March 31, 2022, and for the nine 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.

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, all of which relate to the RV and Outdoor Retail segment (in thousands):


	Three Months Ended March 31,
	2023		2022
Long-lived asset impairment charges:
Leasehold improvements	$	740	$	—
Furniture and equipment		329		—
Software		1,362		—
Construction in progress and software in development		113		—
Intangible assets		4,501
Total long-lived asset impairment charges		7,045		—
Less: portion unrelated to 2019 Strategic Shift		(7,045)		—
2019 Strategic Shift long-lived asset impairment charges	$	—	$	—

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 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 March 31, 2023, December 31, 2022, and March 31, 2022 (in thousands):


	March 31,		December 31,		March 31,
	2023		2022		2022
Assets held for sale:
Property and equipment, net	$	13,971	$	—	$	—
	$	13,971	$	—	$	—
Liabilities related to assets held for sale:
Current portion of long-term debt	$	788	$	—	$	—
Long-term debt, net of current portion		6,862		—		—
	$	7,650	$	—	$	—

- Definition

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

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+ Details

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets

Changes in goodwill by business line

The following is a summary of changes in the Company’s goodwill by segment for the three months ended March 31, 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		—		23,320		23,320
Balance at March 31, 2022		23,829		483,125		506,954
Acquisitions		405		115,064		115,469
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		122		122
Balance at March 31, 2023	$	24,234	$	598,311	$	622,545

Finite-lived intangible assets and related accumulated amortization

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


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

	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

	March 31, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,140	$	(8,776)	$	364
Websites		3,050		(355)		2,695
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,445)		3,181
Supplier lists		1,696		(509)		1,187
Trademarks and trade names		29,564		(18,756)		10,808
Websites		7,350		(4,135)		3,215
	$	56,426	$	(34,976)	$	21,450

- 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)

3 Months Ended

Mar. 31, 2023

Debt Instrument [Line Items]

Long-Term debt

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


	March 31,		December 31,		March 31,
	2023		2022		2022
Term Loan Facility ⁽¹⁾	$	1,354,221	$	1,360,454	$	1,364,560
Real Estate Facilities ⁽²⁾		194,802		145,911		22,486
Other Long-Term Debt		3,250		3,280		3,371
Subtotal		1,552,273		1,509,645		1,390,417
Less: current portion		(26,969)		(25,229)		(15,825)
Total	$	1,525,304	$	1,484,416	$	1,374,592

(1)	Net of $13.7 million, $14.2 million, and $16.3 million of original issue discount at March 31, 2023, December 31, 2022, and March 31, 2022, respectively, and $5.5 million, $5.8 million, and $6.6 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 2022, respectively.

(2)	Net of $3.9 million, $3.4 million, and $0.2 million of finance costs at March 31, 2023, December 31, 2022, and March 31, 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):


	March 31,		December 31,		March 31,
	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		(26,523)		(19,515)		(12,508)
Less: unamortized original issue discount		(13,721)		(14,224)		(16,310)
Less: unamortized finance costs		(5,535)		(5,807)		(6,622)
		1,354,221		1,360,454		1,364,560
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,340,206	$	1,346,439	$	1,350,545
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,930)		(4,930)		(4,930)
Additional borrowing capacity	$	60,070	$	60,070	$	60,070

Real Estate Facilities

Debt Instrument [Line Items]

Schedule of outstanding amounts and available borrowings


	As of March 31, 2023
	Principal			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾			Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	181,606		$	68,394	⁽³⁾		7.10%
First CIBC Real Estate Facility		3,864			—			7.46%
Second CIBC Real Estate Facility		7,650	⁽⁴⁾		—			7.46%
Third CIBC Real Estate Facility		9,332			—			7.21%
Less: Amount reclassified to liabilities related to assets held for sale		(7,650)			—
	$	194,802		$	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)	This amount is classified as liabilities related to assets held for sale (see Note 5 — Assets Held for Sale).

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Lease Obligations (Tables)

3 Months Ended

Mar. 31, 2023

Lease Obligations

Summary of lease cost

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


	Three Months Ended March 31,
	2023		2022
Operating lease cost	$	29,205	$	28,496
Finance lease cost:
Amortization of finance lease assets		(2,813)		2,691
Interest on finance lease liabilities		1,399		987
Short-term lease cost		514		463
Variable lease cost		6,289		6,194
Sublease income		(657)		(393)
Net lease costs	$	33,937	$	38,438

Schedule of cash flow supplemental information

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


	Three Months Ended March 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	28,774	$	28,873
Operating cash flows for finance leases		1,395		962
Financing cash flows for finance leases		1,233		1,021
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		2,693		13,341
New, remeasured and terminated finance leases		7,700		3,875

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Measurements

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


	Fair Value	March 31, 2023				December 31, 2022				March 31, 2022
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,354,221	$	1,387,212	$	1,360,454	$	1,394,290	$	1,364,560	$	1,401,367
Floor Plan Facility Revolving Line of Credit	Level 2		20,885		21,213		20,885		19,823		20,885		18,624
Real Estate Facilities⁽¹⁾	Level 2		202,452		211,085		145,911		145,664		22,486		21,639
Other Long-Term Debt	Level 2		3,250		2,945		3,280		2,944		3,371		3,187

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

Statement of Cash Flows (Tables)

3 Months Ended

Mar. 31, 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:



	Three Months Ended March 31,
	2023		2022
Cash paid (refunded) during the period for:
Interest	$	29,289	$	18,894
Income taxes		(93)		1,412
Non-cash investing activities:
Vehicles transferred to property and equipment from inventory		136		255
Capital expenditures in accounts payable and accrued liabilities		6,068		9,674
Non-cash financing activities:
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		1,300		4,749

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2023

Assets Of Multiple Dealership Locations Acquired

Acquisitions

Summary of the purchase price allocations


	Three Months Ended March 31,
($ in thousands)	2023		2022
Tangible assets (liabilities) acquired (assumed):
Inventories, net	$	(122)	$	11,425
Prepaid expenses and other assets		—		13
Property and equipment, net		—		70
Accrued liabilities		—		(20)
Total tangible net assets acquired		(122)		11,488
Goodwill		122		23,320
Cash paid for acquisitions, net of cash acquired		—		34,808
Inventory purchases financed via floor plan		—		(5,876)
Cash payment net of floor plan financing	$	—	$	28,932

Non-Controlling Interests (Tables)

3 Months Ended

Mar. 31, 2023

Non-Controlling Interests

Schedule of ownership in CWGS, LLC


	As of March 31, 2023				As of December 31, 2022				As of March 31, 2022
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		44,466,636		52.6%		42,440,940		50.2%		41,688,339		49.8%
Continuing Equity Owners		40,044,536		47.4%		42,044,536		49.8%		42,044,536		50.2%
Total		84,511,172		100.0%		84,485,476		100.0%		83,732,875		100.0%

Schedule of effects of change in ownership


	Three Months Ended March 31,
($ in thousands)	2023		2022
Net income attributable to Camping World Holdings, Inc.	$	3,169	$	44,730
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		(17)		(111)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(1,104)		(4,067)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		128		243
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	$	11,849	$	69,609

Equity-Based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2023

Equity-Based Compensation Plans

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


	Three Months Ended March 31,
($ in thousands)	2023		2022
Equity-based compensation expense:
Costs applicable to revenue	$	132	$	141
Selling, general, and administrative		6,226		11,533
Total equity-based compensation expense	$	6,358	$	11,674

Summary of stock option activity




	Stock Options
	(in thousands)
Outstanding at December 31, 2022		238
Exercised		(2)
Forfeited		(5)
Outstanding and exercisable at March 31, 2023		231

Summary of restricted stock unit activity


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2022		2,549
Granted		261
Vested		(37)
Forfeited		(79)
Outstanding at March 31, 2023		2,694

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share

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


	Three Months Ended March 31,
(In thousands except per share amounts)	2023		2022
Numerator:
Net income	$	4,903	$	107,299
Less: net income attributable to non-controlling interests		(1,734)		(62,569)
Net income attributable to Camping World Holdings, Inc. — basic	$	3,169	$	44,730
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		—		332
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		1,297		—
Net income attributable to Camping World Holdings, Inc. — diluted	$	4,466	$	45,062
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		44,455		43,553
Dilutive options to purchase Class A common stock		15		88
Dilutive restricted stock units		202		574
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		40,045		—
Weighted-average shares of Class A common stock outstanding — diluted		84,717		44,215

Earnings per share of Class A common stock — basic	$	0.07	$	1.03
Earnings per share of Class A common stock — diluted	$	0.05	$	1.02

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Restricted stock units		2,122		1,632
Common units of CWGS, LLC that are convertible into Class A common stock		—		42,045

Segments Information (Tables)

3 Months Ended

Mar. 31, 2023

Segments Information

Reportable segment revenue


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

	Three Months Ended March 31, 2022
	Good Sam		RV and
	Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	44,829	$	—	$	(270)	$	44,559
New vehicles		—		836,572		(1,613)		834,959
Used vehicles		—		403,818		(786)		403,032
Products, service and other		—		215,218		(245)		214,973
Finance and insurance, net		—		157,783		(4,405)		153,378
Good Sam Club		—		11,495		—		11,495
Total consolidated revenue	$	44,829	$	1,624,886	$	(7,319)	$	1,662,396

Reportable segment income


	Three Months Ended March 31,
($ in thousands)	2023		2022
Segment income:⁽¹⁾
Good Sam Services and Plans	$	23,619	$	21,172
RV and Outdoor Retail		32,584		151,499
Total segment income		56,203		172,671
Corporate & other		(3,777)		(4,277)
Depreciation and amortization		(14,637)		(25,535)
Other interest expense, net		(31,113)		(14,301)
Other expense, net		(1,500)		(223)
Income before income taxes	$	5,176	$	128,335

(1)

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

Reportable depreciation and amortization and other interest expense, net


	Three Months Ended March 31,
($ in thousands)	2023		2022
Depreciation and amortization:
Good Sam Services and Plans	$	952	$	790
RV and Outdoor Retail		13,685		24,745
Total depreciation and amortization	$	14,637	$	25,535


	Three Months Ended March 31,
($ in thousands)	2023		2022
Other interest expense, net:
Good Sam Services and Plans	$	(55)	$	—
RV and Outdoor Retail		5,797		2,751
Subtotal		5,742		2,751
Corporate & other		25,371		11,550
Total other interest expense, net	$	31,113	$	14,301

Reportable segment assets


	March 31,		December 31,		March 31,
($ in thousands)	2023		2022		2022
Assets:
Good Sam Services and Plans	$	89,308	$	130,841	$	77,791
RV and Outdoor Retail		4,331,314		4,448,354		4,355,236
Subtotal		4,420,622		4,579,195		4,433,027
Corporate & other		209,891		220,952		294,508
Total assets	$	4,630,513	$	4,800,147	$	4,727,535

Summary of Significant Accounting Policies - Description of Business (Details)	1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 28, 2022 individual	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022 lawsuit
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		52.60%	49.80%	50.20%

Revenue - Contract Assets (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Accounts Receivable. \| RV Service Center
Capitalized costs
Contract asset	$ 17.4	$ 18.4	$ 16.6

Revenue - Deferred Revenues (Details) $ in Millions	3 Months Ended
Revenue - Deferred Revenues (Details) $ in Millions	Mar. 31, 2023 USD ($)
Deferred Revenues
Revenues recognized that were included in the deferred revenue balance	$ 32.7

Revenue - Performance Obligation (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Performance obligation
Revenue expected to be recognized	$ 162,856
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Performance obligation
Revenue expected to be recognized	$ 78,688
Unsatisfied performance obligation, period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Performance obligation
Revenue expected to be recognized	$ 41,523
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	$ 21,265
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	$ 11,240
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	$ 5,956
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	$ 4,184
Unsatisfied performance obligation, period

Inventories and Floor Plan Payables - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Inventories
Inventories	$ 1,980,106	$ 2,123,858	$ 2,152,400
Good Sam Services and Plans
Inventories
Inventories	530	625	0
New RV vehicles
Inventories
Inventories	1,219,889	1,411,016	1,420,136
Used RV vehicles
Inventories
Inventories	510,689	464,310	423,409
Products, parts, accessories and other
Inventories
Inventories	$ 248,998	$ 247,907	$ 308,855

Inventories and Floor Plan Payables - Floor Plan Payable (Details) - Floor Plan Facility - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Floor Plan Payable
Maximum borrowing capacity	$ 1,700,000	$ 1,700,000	$ 1,700,000
Increase in aggregate amount	$ 50,000	$ 50,000	$ 50,000
Applicable interest rate (as a percent)	6.63%	2.18%	6.01%
FLAIR offset account amount	$ 223,899	$ 152,619	$ 217,669
FLAIR Maximum Percentage	35.00%	35.00%	35.00%
Maximum
Floor Plan Payable
Increase in aggregate amount	$ 200,000	$ 200,000	$ 200,000
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	$ 30,000	$ 30,000
Line of Credit
Floor Plan Payable
Maximum borrowing capacity	$ 70,000	$ 70,000	$ 70,000
Applicable interest rate (as a percent)	6.83%	2.38%	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	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
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	$ 1,700,000	$ 1,700,000	$ 1,700,000
Less: borrowings	(1,042,099)	(1,237,208)	(1,319,941)
Less: FLAIR offset account	(223,899)	(152,619)	(217,669)
Additional borrowing capacity	434,002	310,173	162,390
Less: short-term payable for sold inventory	(61,520)	(77,468)	(33,501)
Less: purchase commitments	(22,991)	(129,580)	(43,807)
Unencumbered borrowing capacity	349,491	103,125	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	(11,371)	(11,500)	(11,371)
Additional letters of credit capacity	$ 18,629	$ 18,500	$ 18,629

Restructuring and Long-Lived Asset Impairment - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended	16 Months Ended	30 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2020 USD ($) location	Dec. 31, 2021 USD ($)
2019 Strategic Shift
2019 Strategic Shift
Number of distribution centers closed \| location				2
Restructuring charges	$ 1,084	$ 2,201
2019 Strategic Shift \| Minimum
2019 Strategic Shift
Expected incurred costs	120,000
2019 Strategic Shift \| Maximum
2019 Strategic Shift
Expected incurred costs	132,200
2019 Strategic Shift \| Labor, lease and other operating expenses
2019 Strategic Shift
Incurred costs	40,000
2019 Strategic Shift \| Labor, lease and other operating expenses \| Minimum
2019 Strategic Shift
Expected incurred costs	1,400
2019 Strategic Shift \| Labor, lease and other operating expenses \| Maximum
2019 Strategic Shift
Expected incurred costs	4,600
2019 Strategic Shift \| One-time termination benefits
2019 Strategic Shift
Restructuring charges					$ 1,239
Expected incurred costs				$ 1,200
2019 Strategic Shift \| Lease termination costs
2019 Strategic Shift
Restructuring charges		723	$ 5,374		13,532
Incurred costs	19,400
2019 Strategic Shift \| Lease termination costs \| Minimum
2019 Strategic Shift
Expected incurred costs	20,000
2019 Strategic Shift \| Lease termination costs \| Maximum
2019 Strategic Shift
Expected incurred costs	29,000
2019 Strategic Shift \| Incremental inventory reserve charges
2019 Strategic Shift
Expected incurred costs					57,400
2019 Strategic Shift \| Other associated costs
2019 Strategic Shift
Restructuring charges	1,084	2,023	5,003		31,840
Incurred costs	40,000
2019 Strategic Shift \| Other associated costs \| Minimum
2019 Strategic Shift
Expected incurred costs	41,400
2019 Strategic Shift \| Other associated costs \| Maximum
2019 Strategic Shift
Expected incurred costs	44,600
2019 Strategic Shift \| Restructuring costs excluding incremental inventory reserve charges
2019 Strategic Shift
Restructuring charges	1,084	$ 2,746	$ 10,377		$ 46,611
2019 Strategic Shift \| Outdoor Lifestyle Locations
2019 Strategic Shift
Closed/divested \| location				39
2019 Strategic Shift \| Specialty Retail locations
2019 Strategic Shift
Closed/divested \| location				20
Active Sports
2019 Strategic Shift
Impairment charges	6,600
Impairment of Intangible Assets, Finite-Live	4,500
Other Asset Impairment Charges	$ 2,100

Restructuring and Long-Lived Asset Impairment - 2019 Strategic Shift Costs (Details) - 2019 Strategic Shift - USD ($) $ in Thousands	3 Months Ended		9 Months Ended	30 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Restructuring Costs
Charged to expense	$ 1,084	$ 2,201
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases		500	$ 4,300	$ 7,600
One-time termination benefits
Restructuring Costs
Charged to expense				1,239
Paid or otherwise settled				(1,239)
Lease termination costs
Restructuring Costs
Beginning balance			723
Charged to expense		723	5,374	13,532
Paid or otherwise settled			(6,097)	(13,532)
Ending balance		723
Other associated costs
Restructuring Costs
Beginning balance	869	926	842
Charged to expense	1,084	2,023	5,003	31,840
Paid or otherwise settled	(1,014)	(2,107)	(4,976)	(30,914)
Ending balance	939	842	869	926
Restructuring costs excluding incremental inventory reserve charges
Restructuring Costs
Beginning balance	869	926	1,565
Charged to expense	1,084	2,746	10,377	46,611
Paid or otherwise settled	(1,014)	(2,107)	(11,073)	(45,685)
Ending balance	$ 939	1,565	$ 869	$ 926
Lease termination charges \| Lease termination costs
Restructuring Costs
Charged to expense		$ 178

Restructuring and Long-Lived Asset Impairment - Long-Lived Asset and Investment Impairment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Long-lived Asset Impairment
Long-lived asset impairment	$ 7,045
Leasehold improvements
Long-lived Asset Impairment
Long-lived asset impairment	740
Furniture and equipment
Long-lived Asset Impairment
Long-lived asset impairment	329
Software
Long-lived Asset Impairment
Long-lived asset impairment	1,362
Construction in progress and software in development
Long-lived Asset Impairment
Long-lived asset impairment	113
Intangible Assets
Long-lived Asset Impairment
Long-lived asset impairment	4,501
Unrelated to 2019 Strategic Shift
Long-lived Asset Impairment
Long-lived asset impairment	$ (7,045)

Assets Held for Sale - Narrative (Details) - Disposal Group - Properties held for sale	Mar. 31, 2023 property location
Assets held for sale
Number of properties \| property	2
Number of properties with associated secured borrowings \| location	1

Assets Held for Sale - Assets and Related Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Assets held for sale:
Assets held for sale	$ 13,971	$ 0	$ 0
Liabilities related to assets held for sale:
Liabilities related to assets held for sale	7,650	0	0
Disposal Group \| Properties held for sale
Assets held for sale:
Property and equipment, net	13,971	0	0
Assets held for sale	13,971	0	0
Liabilities related to assets held for sale:
Current portion of long-term debt	788	0	0
Long-term debt, net of current portion	6,862	0	0
Liabilities related to assets held for sale	$ 7,650	$ 0	$ 0

- Definition

Amount classified as assets 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

- 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
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill
Balance (excluding impairment charges)				$ 725,471
Accumulated impairment charges				(241,837)
Balance	$ 622,423	$ 483,634	$ 506,954
Acquisitions	122	23,320	115,469
Balance	622,545	506,954	622,423
Good Sam Services and Plans
Goodwill
Balance (excluding impairment charges)				70,713
Accumulated impairment charges				(46,884)
Balance	24,234	23,829	23,829
Acquisitions			405
Balance	24,234	23,829	24,234
RV and Outdoor Retail
Goodwill
Balance (excluding impairment charges)				654,758
Accumulated impairment charges				$ (194,953)
Balance	598,189	459,805	483,125
Acquisitions	122	23,320	115,064
Balance	$ 598,311	$ 483,125	$ 598,189

- 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	Mar. 31, 2023	Dec. 31, 2022
Intangible Assets
Cost or Fair Value	$ 56,426	$ 54,726	$ 59,227
Accumulated Amortization	(34,976)	(39,345)	(38,282)
Net	21,450	15,381	20,945
Good Sam services and plans \| Membership, customer lists and other
Intangible Assets
Cost or Fair Value	9,140	9,640	9,640
Accumulated Amortization	(8,776)	(9,040)	(8,971)
Net	364	600	669
Good Sam services and plans \| Trademarks and trade names
Intangible Assets
Cost or Fair Value		2,132	2,132
Accumulated Amortization		(130)	(95)
Net		2,002	2,037
Good Sam services and plans \| Websites
Intangible Assets
Cost or Fair Value	3,050	3,050	3,050
Accumulated Amortization	(355)	(792)	(682)
Net	2,695	2,258	2,368
RV and Outdoor Retail \| Customer lists and domain names
Intangible Assets
Cost or Fair Value	5,626	4,872	5,626
Accumulated Amortization	(2,445)	(3,025)	(2,880)
Net	3,181	1,847	2,746
RV and Outdoor Retail \| Supplier Lists
Intangible Assets
Cost or Fair Value	1,696	1,696	1,696
Accumulated Amortization	(509)	(824)	(763)
Net	1,187	872	933
RV and Outdoor Retail \| Trademarks and trade names
Intangible Assets
Cost or Fair Value	29,564	27,251	29,564
Accumulated Amortization	(18,756)	(20,049)	(19,691)
Net	10,808	7,202	9,873
Incremental accelerated amortization expense	8,800
RV and Outdoor Retail \| Websites
Intangible Assets
Cost or Fair Value	7,350	6,085	7,519
Accumulated Amortization	(4,135)	(5,485)	(5,200)
Net	$ 3,215	$ 600	$ 2,319

Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Long-Term Debt
Long-term debt	$ 1,552,273	$ 1,509,645	$ 1,390,417
Less: current portion	(26,969)	(25,229)	(15,825)
Long-term debt, net of current portion	1,525,304	1,484,416	1,374,592
Term Loan Facility
Long-Term Debt
Long-term debt	1,354,221	1,360,454	1,364,560
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	1,340,206	1,346,439	1,350,545
Unamortized discount	13,721	14,224	16,310
Finance costs	5,535	5,807	6,622
Real Estate Facilities
Long-Term Debt
Long-term debt	194,802	145,911	22,486
Finance costs	3,900	3,400	200
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 3,250	$ 3,280	$ 3,371

- Definition

Amount, excluding 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		12 Months Ended
	Mar. 31, 2023	Mar. 31, 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%
Term Loan Facility
Long-Term Debt
Maximum borrowing capacity	$ 1,400.0	$ 1,400.0	$ 1,400.0
Effective interest rate (as a percent)	7.44%	3.46%	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
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%
Letters of credit \| Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity	$ 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%
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%

Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Long-term debt
Long-Term Debt	$ 1,552,273	$ 1,390,417	$ 1,509,645
Less: current portion	(26,969)	(15,825)	(25,229)
Long-term debt, net of current portion	1,525,304	1,374,592	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	(26,523)	(12,508)	(19,515)
Less: unamortized original issue discount	(13,721)	(16,310)	(14,224)
Less: unamortized finance costs	(5,535)	(6,622)	(5,807)
Long-Term Debt	1,354,221	1,364,560	1,360,454
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	$ 1,340,206	$ 1,350,545	$ 1,346,439
Average interest rate (as a percent)	7.20%	3.25%	6.80%
Effective interest rate (as a percent)	7.44%	3.46%	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)
Additional letters of credit capacity	$ 60,070	$ 60,070	$ 60,070

Long-Term Debt - Real Estate Facilities (Details) - USD ($) $ in Thousands	Oct. 27, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Nov. 30, 2018
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
Remaining Available		$ 68,394
Wtd. Average Interest Rate		7.10%
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%
Real Estate Facilities
Long-term debt
Remaining Available		$ 68,394
First CIBC Real Estate Facility
Long-term debt
Wtd. Average Interest Rate		7.46%
First CIBC Real Estate Facility \| Secured Debt
Long-term debt
Maximum borrowing capacity							$ 21,500
Second CIBC Real Estate Facility
Long-term debt
Wtd. Average Interest Rate		7.46%
Second CIBC Real Estate Facility \| Secured Debt
Long-term debt
Maximum borrowing capacity						$ 9,000
Third CIBC Real Estate Facility
Long-term debt
Wtd. Average Interest Rate		7.21%
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	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Outstanding notes	$ 1,552,273	$ 1,509,645	$ 1,390,417
Real Estate Facilities
Debt Instrument [Line Items]
Outstanding notes	194,802	$ 145,911	$ 22,486
Less: Amount reclassified to liabilities related to assets held for sale	(7,650)
Remaining Available	68,394
M & T Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	181,606
Remaining Available	$ 68,394
Wtd. Average Interest Rate	7.10%
First CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 3,864
Wtd. Average Interest Rate	7.46%
Second CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 7,650
Wtd. Average Interest Rate	7.46%
Third CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 9,332
Wtd. Average Interest Rate	7.21%

Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Long-Term Debt
Long-term debt	$ 1,552,273	$ 1,509,645	$ 1,390,417
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 3,250	$ 3,280	$ 3,371
Interest rate (as a percent)	3.50%

- Definition

Amount, excluding 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
	Mar. 31, 2023	Mar. 31, 2022
Lease costs
Operating lease cost	$ 29,205	$ 28,496
Amortization of finance lease assets	(2,813)
Amortization of finance lease assets		2,691
Interest on finance lease liabilities	1,399	987
Short-term lease cost	514	463
Variable lease cost	6,289	6,194
Sublease income	(657)	(393)
Net lease costs	$ 33,937	$ 38,438

Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Lease Obligations
Finance lease assets	$ 93.6	$ 88.1	$ 76.9

Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lease Obligations
Operating cash flows for operating leases	$ 28,774	$ 28,873
Operating cash flows for finance leases	1,395	962
Financing cash flows for finance leases	1,233	1,021
New, remeasured, and terminated operating leases	2,693	13,341
New, remeasured and terminated finance leases	$ 7,700	$ 3,875

Lease Obligations - Sale-Leaseback Arrangement (Details) $ in Millions	Feb. 08, 2022 USD ($) agreement Options property
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	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Fair Value Measurements
Liabilities related to assets held for sale	$ 7,650	$ 0	$ 0
Level 2 \| Carrying Value \| Term Loan Facility
Fair Value Measurements
Debt instrument	1,354,221	1,360,454	1,364,560
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	202,452	145,911	22,486
Liabilities related to assets held for sale	7,700
Level 2 \| Carrying Value \| Other Long-Term Debt
Fair Value Measurements
Debt instrument	3,250	3,280	3,371
Level 2 \| Fair Value \| Term Loan Facility
Fair Value Measurements
Debt instrument	1,387,212	1,394,290	1,401,367
Level 2 \| Fair Value \| Floor Plan Facility
Fair Value Measurements
Debt instrument	21,213	19,823	18,624
Level 2 \| Fair Value \| Real Estate Facilities
Fair Value Measurements
Debt instrument	211,085	145,664	21,639
Level 2 \| Fair Value \| Other Long-Term Debt
Fair Value Measurements
Debt instrument	$ 2,945	$ 2,944	$ 3,187

Commitments and Contingencies - Litigation (Details) $ in Thousands	Oct. 08, 2021 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 22, 2021 lawsuit
Commitments and Contingencies
Surety bonds outstanding		$ 22,400	$ 22,000	$ 19,900
Senior Secured Credit Facilities
Commitments and Contingencies
Letters of Credit Outstanding, Amount		4,900	4,900	4,900
Letters of credit \| Floor Plan Facility
Commitments and Contingencies
Letters of Credit Outstanding, Amount		$ 11,371	$ 11,371	$ 11,500
Weissmann
Commitments and Contingencies
Number of lawsuits \| lawsuit					1
Minimum \| Weissmann
Commitments and Contingencies
Damages sought by plaintiff	$ 2,500

Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
Statement of Cash Flows (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Cash paid (refund) during the period for:
Interest	$ 29,289	$ 18,894
Income taxes	(93)	1,412
Non-cash investing activities:
Vehicles transferred to property and equipment from inventory	136	255
Capital expenditures in accounts payable and accrued liabilities	6,068	9,674
Non-cash financing activities:
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	$ 1,300	$ 4,749

Acquisitions - General Information (Details) - RV and Outdoor Retail - RV Dealership Groups $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) location
Acquisitions
Cash paid for acquisition	$ 34.8
Number of locations acquired \| location	2
Real properties purchased	$ 12.1

Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 622,545	$ 506,954	$ 622,423	$ 483,634
Cash paid for acquisitions, net of cash acquired	0	34,808
RV and Outdoor Retail
Tangible assets (liabilities) acquired (assumed):
Goodwill	598,311	483,125	598,189	459,805
RV and Outdoor Retail \| 2023 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Inventories, net	(122)
Prepaid expenses and other assets	0
Property and equipment, net	0
Accrued liabilities	0
Total tangible net assets acquired	(122)
Goodwill	122
Cash paid for acquisitions, net of cash acquired	0
Inventory purchases financed via floor plan	0
Cash payment net of floor plan financing	0
RV and Outdoor Retail \| 2022 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Inventories, net		11,425
Prepaid expenses and other assets		13
Property and equipment, net		70
Accrued liabilities		(20)
Total tangible net assets acquired		11,488
Goodwill		23,320
Cash paid for acquisitions, net of cash acquired		34,808
Inventory purchases financed via floor plan		(5,876)
Cash payment net of floor plan financing		28,932
Good Sam Services and Plans
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 24,234	$ 23,829	$ 24,234	$ 23,829

Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - Assets Or Stock Of Multiple Dealership Locations Acquired [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Acquisitions
Goodwill for tax purposes	$ 23,300
Revenue	4,900
Pre-tax income (loss)	$ 300

Income Taxes (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Total Tax Impact of LLC Conversion		$ 0
Effective tax rate (as a percent)		5.30%	16.40%
Valuation allowance on deferred tax assets			$ 700
Federal income tax rate (as a percent)		21.00%	21.00%
Sate income tax rate (as a percent)		4.30%
Payment, as percent of tax benefits (as a percent)		85.00%
Current portion of liabilities under tax receivable agreement		$ 10,935	$ 11,322	$ 10,873
Common units redemption			50,000
Number of units redeemed			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	2,592,524
CWGS, LLC \| Class A common stock
Units redeemed	2,000,000.0
Tax receivable agreement \| Chief Executive Officer \| 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		52.60%	49.80%	50.20%

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Reimbursable Fees \| Mr. Lemonis
Related party transactions
Due To Related Parties		$ 0.1
Related Party Agreement \| Andris A. Baltins
Related party transactions
Related party expense		0.1
FreedomRoads \| Lease Agreement \| Managers and Officers
Related party transactions
Related party expense	$ 1.5	0.6
FreedomRoads \| Lease Agreement \| Mr. Lemonis
Related party transactions
Related party expense	$ 0.2	$ 0.2

Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 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	2,592,524
Payment for share repurchased		$ 79,800
Weighted average price (per share)		$ 30.76
Stock award to employee (In shares)	25,696	99,907

Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Non-Controlling Interests
Units held	84,511,172	83,732,875	84,485,476
Ownership interest	100.00%	100.00%	100.00%
CWH
Non-Controlling Interests
Units held	44,466,636	41,688,339	42,440,940
Ownership interest	52.60%	49.80%	50.20%
Continuing Equity Owners
Non-Controlling Interests
Units held	40,044,536	42,044,536	42,044,536
Ownership interest	47.40%	50.20%	49.80%

Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Jan. 01, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Non-Controlling Interests
Number of units redeemed			50,000
Summarizes the effects of change in ownership:
Net income attributable to Camping World Holdings, Inc.		$ 3,169	$ 44,730
Transfers to non-controlling interests:
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests		11,849	69,609
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		(17)	(111)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(1,104)	(4,067)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		128	243
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		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
	Mar. 31, 2023	Mar. 31, 2022
Equity-based compensation expense:
Equity based compensation expense	$ 6,358	$ 11,674
Costs applicable to revenue
Equity-based compensation expense:
Equity based compensation expense	132	141
Selling, general, and administrative
Equity-based compensation expense:
Equity based compensation expense	$ 6,226	$ 11,533

Equity-Based Compensation Plans - Stock Options (Details) - Stock options - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stock Options
Outstanding at December 31, 2022 (in shares)		238
Exercised (in shares)	(2)
Forfeited (in shares)	(5)
Outstanding and exercisable at March 31, 2023 (in shares)	231

Equity-Based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Restricted Stock Units
Outstanding at December 31, 2022 (in shares)	2,549,000
Granted (in shares)	261,000
Vested (in shares)	(37,000)
Forfeited (in shares)	(79,000)
Outstanding at March 31, 2023 (shares)	2,694,000
Employees
Restricted Stock Units
Granted (in shares)	261,308
Grant date fair value (in dollars) \| $	$ 4.7
Weighted Average Grant Date Fair Value
Weighted average grant date fair value (per share) \| $ / shares	$ 18.12
Employees \| Maximum
Restricted Stock Units
Vesting period	5 years

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net income	$ 4,903	$ 107,299
Less: net income attributable to non-controlling interests	(1,734)	(62,569)
Net income attributable to Camping World Holdings, Inc. - basic	3,169	44,730
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs	0	332
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	1,297	0
Net income attributable to Camping World Holdings, Inc. - diluted	$ 4,466	$ 45,062
Restricted Stock Units (RSUs)
Denominator:
Weighted-average antidilutive securities excluded from the computation of diluted earnings per share of Class A stock	2,122	1,632
Class A common stock
Denominator:
Weighted-average shares of Class A common stock outstanding - basic	44,455	43,553
Dilutive options to purchase Class A common stock	15	88
Dilutive restricted stock units	202	574
Dilutive common units of CWGS, LLC that are convertible into Class A common stock	40,045	0
Weighted-average shares of Class A common stock outstanding - diluted	84,717	44,215
Earnings per share of Class A common stock - basic	$ 0.07	$ 1.03
Earnings per share of Class A common stock - diluted	$ 0.05	$ 1.02
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

Segments Information - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segments Information
Revenue	$ 1,486,880	$ 1,662,396
Intersegment Eliminations
Segments Information
Revenue	(3,422)	(7,319)
Good Sam Services and Plans
Segments Information
Revenue	46,367	44,559
Good Sam Services and Plans \| Intersegment Eliminations
Segments Information
Revenue	(596)	(270)
New vehicles
Segments Information
Revenue	646,752	834,959
New vehicles \| Intersegment Eliminations
Segments Information
Revenue	(1,178)	(1,613)
Used vehicles
Segments Information
Revenue	444,746	403,032
Used vehicles \| Intersegment Eliminations
Segments Information
Revenue	(941)	(786)
Products, service and other
Segments Information
Revenue	207,661	214,973
Products, service and other \| Intersegment Eliminations
Segments Information
Revenue	(174)	(245)
Finance and insurance, net
Segments Information
Revenue	129,772	153,378
Finance and insurance, net \| Intersegment Eliminations
Segments Information
Revenue	(533)	(4,405)
Good Sam Club
Segments Information
Revenue	11,582	11,495
Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	46,963	44,829
Good Sam Services and Plans \| Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	46,963	44,829
RV and Outdoor Retail
Segments Information
Revenue	1,440,513	1,617,837
RV and Outdoor Retail \| Operating Segments
Segments Information
Revenue	1,443,339	1,624,886
RV and Outdoor Retail \| New vehicles
Segments Information
Revenue	646,752	834,959
RV and Outdoor Retail \| New vehicles \| Operating Segments
Segments Information
Revenue	647,930	836,572
RV and Outdoor Retail \| Used vehicles
Segments Information
Revenue	444,746	403,032
RV and Outdoor Retail \| Used vehicles \| Operating Segments
Segments Information
Revenue	445,687	403,818
RV and Outdoor Retail \| Products, service and other
Segments Information
Revenue	207,661	214,973
RV and Outdoor Retail \| Products, service and other \| Operating Segments
Segments Information
Revenue	207,835	215,218
RV and Outdoor Retail \| Finance and insurance, net
Segments Information
Revenue	129,772	153,378
RV and Outdoor Retail \| Finance and insurance, net \| Operating Segments
Segments Information
Revenue	130,305	157,783
RV and Outdoor Retail \| Good Sam Club
Segments Information
Revenue	11,582	11,495
RV and Outdoor Retail \| Good Sam Club \| Operating Segments
Segments Information
Revenue	$ 11,582	$ 11,495

Segments Information - Segment Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segments Information
Total segment income	$ 58,599	$ 149,125
Depreciation and amortization	(14,637)	(25,535)
Other interest expense, net	(31,113)	(14,301)
Other expense, net	(1,500)	(223)
Income before income taxes	5,176	128,335
Operating Segments
Segments Information
Total segment income	56,203	172,671
Other interest expense, net	(5,742)	(2,751)
Corporate, Non-Segment
Segments Information
Total segment income	(3,777)	(4,277)
Other interest expense, net	(25,371)	(11,550)
Good Sam Services and Plans \| Operating Segments
Segments Information
Total segment income	23,619	21,172
Depreciation and amortization	(952)	(790)
Other interest expense, net	55	0
RV and Outdoor Retail \| Operating Segments
Segments Information
Total segment income	32,584	151,499
Depreciation and amortization	(13,685)	(24,745)
Other interest expense, net	$ (5,797)	$ (2,751)

Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segments Information
Depreciation and amortization	$ 14,637	$ 25,535
Good Sam Services and Plans \| Operating Segments
Segments Information
Depreciation and amortization	952	790
RV and Outdoor Retail \| Operating Segments
Segments Information
Depreciation and amortization	$ 13,685	$ 24,745

Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segments Information
Other interest expense, net	$ 31,113	$ 14,301
Operating Segments
Segments Information
Other interest expense, net	5,742	2,751
Corporate, Non-Segment
Segments Information
Other interest expense, net	25,371	11,550
Good Sam Services and Plans \| Operating Segments
Segments Information
Other interest expense, net	(55)	0
RV and Outdoor Retail \| Operating Segments
Segments Information
Other interest expense, net	$ 5,797	$ 2,751

Segments Information - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Segments Information
Assets	$ 4,630,513	$ 4,800,147	$ 4,727,535
Operating Segments
Segments Information
Assets	4,420,622	4,579,195	4,433,027
Corporate, Non-Segment
Segments Information
Assets	209,891	220,952	294,508
Good Sam Services and Plans \| Operating Segments
Segments Information
Assets	89,308	130,841	77,791
RV and Outdoor Retail \| Operating Segments
Segments Information
Assets	$ 4,331,314	$ 4,448,354	$ 4,355,236

- 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

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+ Details