0001558370-24-010595 | 10-Q | XBRL Viewer | Camping World Holdings INC

Revenue

6 Months Ended

Jun. 30, 2024

2. Revenue

Contract Assets

As of June 30, 2024, December 31, 2023, and June 30, 2023 contract assets of $13.0 million, $16.1 million and $17.3 million, respectively, relating to RV service revenues, were included in accounts receivable in the accompanying condensed consolidated balance sheets.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the six months ended June 30, 2024, the Company estimates approximately $57.0 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. These estimates consider factors including, but not limited to, average service term, cash received for the period, cancellations, contract extensions, and upgrades.

As of June 30, 2024, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships and loyalty point program, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at June 30, 2024 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	June 30, 2024
2024	$	60,853
2025		56,551
2026		24,681
2027		12,927
2028		6,560
Thereafter		4,454
Total	$	166,026

- Definition

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

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+ Details

Statement of Cash Flows

6 Months Ended

Jun. 30, 2024

Statement of Cash Flows

Statement of Cash Flows

11. Statement of Cash Flows

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



	Six months ended June 30,
	2024		2023
Cash paid during the period for:
Interest	$	125,997	$	82,200
Income taxes		2,694		2,323
Non-cash investing and financing activities:
Vehicles transferred (from) to property and equipment (to) from inventory		(3)		161
Capital expenditures in accounts payable and accrued liabilities		6,781		7,447
Contingent consideration recognized as partial consideration for purchase of a business		368		—
Fair value of holdback receivable recognized as partial consideration for divestiture of a business		933		—
Supplier agreement intangible asset recognized as partial consideration for divestiture of a business		9,500		—
Prior period deposit applied to portion of purchase price of RV dealership acquisition		8,873		—
Purchase of real property through assumption of other long-term debt		—		5,185
Note receivable exchanged for amounts owed by other investment		—		2,153
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		—		20
Cost of treasury stock issued for vested restricted stock units		4,266		3,457

Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Long-Term Debt
Long-term debt	$ 1,538,068	$ 1,521,079	$ 1,548,395
Less: current portion	(24,082)	(22,121)	(26,766)
Long-term debt, net of current portion	1,513,986	1,498,958	1,521,629
Liabilities related to assets held for sale	0	17,288	4,125
Term Loan Facility
Long-Term Debt
Long-term debt	1,340,942	1,346,229	1,351,543
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	1,326,927	1,332,214	1,337,528
Unamortized discount	10,839	12,016	13,167
Finance costs	4,178	4,721	5,264
Real Estate Facilities
Long-Term Debt
Long-term debt	189,039	166,604	188,449
Finance costs	3,600	3,300	3,600
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 8,087	$ 8,246	$ 8,403

Equity-Based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2024

Equity-Based Compensation Plans

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Equity-based compensation expense:
Costs applicable to revenue	$	89	$	222	$	181	$	354
Selling, general, and administrative		5,308		6,270		10,413		12,497
Total equity-based compensation expense	$	5,397	$	6,492	$	10,594	$	12,850

Summary of stock option activity




	Stock Options
	(in thousands)
Outstanding at December 31, 2023		193
Exercised		(2)
Forfeited		(6)
Outstanding and exercisable at June 30, 2024		185

Summary of restricted stock unit activity


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2023		1,875
Granted		633
Vested		(122)
Forfeited		(55)
Outstanding at June 30, 2024		2,331

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 23,743	$ 39,647	$ 54,458
Contracts in transit	165,033	60,229	132,466
Accounts receivable, net	128,938	128,070	119,247
Inventories	2,014,444	2,042,949	2,077,024
Prepaid expenses and other assets	68,220	48,353	56,063
Assets held for sale	8,418	29,864	4,635
Total current assets	2,408,796	2,349,112	2,443,893
Property and equipment, net	856,308	834,426	785,003
Operating lease assets	760,143	740,052	730,460
Deferred tax assets, net	150,105	157,326	141,233
Intangible assets, net	21,354	13,717	15,028
Goodwill	731,015	711,222	655,744
Other assets	34,387	39,829	31,732
Total assets	4,962,108	4,845,684	4,803,093
Current liabilities:
Accounts payable	260,390	133,516	200,516
Accrued liabilities	187,120	149,096	192,639
Deferred revenues	99,045	92,366	96,850
Current portion of operating lease liabilities	62,795	63,695	61,808
Current portion of finance lease liabilities	7,335	17,133	5,337
Current portion of Tax Receivable Agreement liability	12,277	12,943	13,999
Current portion of long-term debt	24,082	22,121	26,766
Notes payable - floor plan, net	1,296,352	1,371,145	1,155,356
Other current liabilities	80,343	68,536	84,552
Liabilities related to assets held for sale	0	17,288	4,125
Total current liabilities	2,029,739	1,947,839	1,841,948
Operating lease liabilities, net of current portion	788,613	763,958	753,999
Finance lease liabilities, net of current portion	134,538	97,751	99,341
Tax Receivable Agreement liability, net of current portion	137,589	149,866	151,053
Revolving line of credit	31,885	20,885	20,885
Long-term debt, net of current portion	1,513,986	1,498,958	1,521,629
Deferred revenues	66,981	66,780	69,809
Other long-term liabilities	92,140	85,440	86,186
Total liabilities	4,795,471	4,631,477	4,544,850
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	100,076	98,280	115,844
Treasury stock, at cost; 4,456, 4,551, and 5,046 shares, respectively	(156,116)	(159,440)	(176,783)
Retained earnings	161,434	185,244	197,293
Total stockholders' equity attributable to Camping World Holdings, Inc.	105,894	124,584	136,854
Non-controlling interests	60,743	89,623	121,389
Total stockholders' equity	166,637	214,207	258,243
Total liabilities and stockholders' equity	4,962,108	4,845,684	4,803,093
Class A common stock
Stockholders' equity:
Common stock	496	496	496
Class B common stock
Stockholders' equity:
Common stock	4	4	4
Class C common stock
Stockholders' equity:
Common stock	$ 0	$ 0	$ 0

Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Acquisitions
Proceeds from sale of intangible assets	$ 2,595	$ 0
2024 Acquisitions
Acquisitions
Intangible assets	3,195
2024 Acquisitions \| Websites and developed technology
Acquisitions
Intangible assets	$ 600
Useful lives (in years)	5 years
RV Dealership Groups \| Other intangible assets
Acquisitions
Fair value measurement period adjustment of other intangible assets from a RV dealership acquisition	$ 2,600
Useful lives (in years)	15 years
Assets Of Multiple Dealership Locations Acquired
Acquisitions
Goodwill for tax purposes	$ 28,700	33,300
Revenue	38,100	12,800
Pre-tax income (loss)	$ 1,200	$ (1,100)

Segments Information - Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Segments Information
Assets	$ 4,962,108	$ 4,845,684	$ 4,803,093
Operating Segments
Segments Information
Assets	4,781,275	4,681,991	4,630,893
Corporate and Reconciling Items [Member]
Segments Information
Assets	180,833	163,693	172,200
Good Sam Services and Plans \| Operating Segments
Segments Information
Assets	87,570	113,619	92,453
RV and Outdoor Retail \| Operating Segments
Segments Information
Assets	$ 4,693,705	$ 4,568,372	$ 4,538,440

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

Long-Term Debt - Real Estate Facilities (Details) $ in Thousands	1 Months Ended		6 Months Ended
	May 31, 2024 USD ($)	Jun. 30, 2023 USD ($) property	Jun. 30, 2024 USD ($) location property	Jun. 30, 2023 USD ($) property
Long-term debt
Payments of outstanding balance			$ 32,000	$ 0
Number of properties associated in sale leaseback transaction \| location			2
M & T Real Estate Facility
Long-term debt
Proceeds from issuance of debt			$ 55,600	$ 59,200
M&T Real Estate Facility Relating to Separate Property
Long-term debt
Payments of outstanding balance			$ 38,600
Number of properties with associated secured borrowings \| property			6
Second CIBC Real Estate Facility
Long-term debt
Payments of outstanding balance		$ 7,400
Number of properties with associated secured borrowings \| property		1		1
Third CIBC Real Estate Facility
Long-term debt
Payments of outstanding balance	$ 8,900

- Definition

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+ Details

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Taxes

Income Taxes

13. Income Taxes

CWH is organized as a Subchapter C corporation and, as of June 30, 2024, is a 53.0% owner of CWGS, LLC (see Note 16 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and as such, is generally not subject to any U.S. federal entity-level income taxes. However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are Subchapter C corporations (“C-Corps”).

Effective Income Tax Rate

For the six months ended June 30, 2024 and 2023, the Company's effective income tax rate was 3.9% and 16.6%, respectively. The effective tax rate differed from the federal statutory rate of 21.0% primarily due to state taxes and a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies, which are not subject to entity level taxes. Additionally, the June 30, 2023 effective tax rate was favorably impacted by the benefit of the CWI LLC Conversion effective in January 2023.

Tax Receivable Agreement

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

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

During the six months ended June 30, 2024, there were no redemptions of common units by Continuing Equity Owners.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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+ Details

Equity-Based Compensation Plans - Stock Options (Details) - Employee Stock Option [Member] - shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Stock Options
Outstanding at December 31, 2023 (in shares)		193
Exercised (in shares)	(2)
Forfeited (in shares)	(6)
Outstanding and exercisable at June 30, 2024 (in shares)	185

Lease Obligations - Sale-Leaseback Arrangement (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) location
Lease Obligations
Number of properties associated in sale leaseback transaction \| location	2
Sale price of properties	$ 23.5
Gains (Losses) in sale leaseback arrangement	$ 0.1
Term of sale leaseback transaction	20 years

Inventories and Floor Plan Payables

6 Months Ended

Jun. 30, 2024

Inventories and Floor Plan Payables

Inventories and Floor Plan Payables

3. Inventories and Floor Plan Payables

Inventories consisted of the following (in thousands):


	June 30,		December 31,		June 30,
	2024		2023		2023
Good Sam services and plans	$	333	$	452	$	565
New RVs		1,477,510		1,378,403		1,206,493
Used RVs		349,843		464,833		651,396
Products, parts, accessories and other		186,758		199,261		218,570
	$	2,014,444	$	2,042,949	$	2,077,024

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

As of June 30, 2024, December 31, 2023, and June 30, 2023, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.87%, 7.28%, and 7.00%, respectively. As of June 30, 2024, December 31, 2023, and June 30, 2023, the applicable interest rate for revolving line of credit borrowings

under the Floor Plan Facility was 7.62%, 7.63%, and 7.35%, respectively. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at June 30, 2024, December 31, 2023, and June 30, 2023.

Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at June 30, 2024 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FreedomRoads, LLC was in compliance with all financial debt covenants at June 30, 2024, December 31, 2023, and June 30, 2023.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of June 30, 2024 and December 31, 2023, and June 30, 2023 (in thousands):


	June 30,		December 31,		June 30,
	2024		2023		2023
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,850,000	$	1,850,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,296,352)		(1,371,145)		(1,155,356)
Less: FLAIR offset account⁽¹⁾		(199,522)		(145,047)		(133,483)
Additional borrowing capacity		354,126		333,808		411,161
Less: short-term payable for sold inventory⁽²⁾		(97,209)		(41,577)		(66,624)
Less: purchase commitments⁽³⁾		(31,382)		(27,420)		(22,039)
Unencumbered borrowing capacity	$	225,535	$	264,811	$	322,498

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

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

(1)

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

(2)

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

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

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity

Stockholders' Equity

15. Stockholders’ Equity

Stock Repurchase Program

During the six months ended June 30, 2024 and 2023, the Company did not repurchase Class A common stock under the stock repurchase program. Repurchases under the stock repurchase program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. The Company expects to fund the repurchases using cash on hand. As of June 30, 2024, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million and the program expires on December 31, 2025.

- Definition

The entire disclosure for equity.

+ References

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-Topic 505
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+ Details

Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Lease Obligations
Operating cash flows for operating leases	$ 59,338	$ 58,227
Operating cash flows for finance leases	4,846	2,934
Financing cash flows for finance leases	3,695	2,847
New, remeasured, and terminated operating leases	52,715	18,872
New, remeasured and terminated finance leases	$ 30,771	$ 7,700

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net (loss) income	$ (27,392)	$ 69,626
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,322	31,843
Equity-based compensation	10,594	12,850
Loss on lease termination	40	0
Long-lived asset impairment	10,411	7,522
Loss (gain) on sale or disposal of assets	9,530	(5,132)
Provision for losses on accounts receivable	491	605
Non-cash lease expense	28,286	30,237
Accretion of original debt issuance discount	1,178	1,057
Non-cash interest	1,567	1,421
Deferred income taxes	7,221	8,306
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit	(106,160)	(89,495)
Inventories	39,353	87,259
Prepaid expenses and other assets	(19,515)	9,152
Accounts payable and other accrued expenses	121,073	98,781
Payment pursuant to Tax Receivable Agreement	(12,943)	(10,937)
Deferred revenue	6,879	717
Operating lease liabilities	(29,145)	(29,885)
Other, net	3,551	4,037
Net cash provided by operating activities	84,341	227,964
Investing activities
Purchases of property and equipment	(48,553)	(53,053)
Proceeds from sale of property and equipment	3,583	2,034
Purchases of real property	(1,243)	(36,981)
Proceeds from the sale of real property	31,195	35,603
Purchases of businesses, net of cash acquired	(62,323)	(74,414)
Proceeds from divestiture of business	19,957	0
Purchases of and loans to other investments	0	(3,444)
Purchases of intangible assets	(142)	(1,652)
Proceeds from sale of intangible assets	2,595	0
Net cash used in investing activities	(54,931)	(131,907)
Financing activities
Proceeds from long-term debt	55,624	59,227
Payments on long-term debt	(57,351)	(22,776)
Net payments on notes payable - floor plan, net	(19,160)	(131,462)
Borrowings on revolving line of credit	43,000	0
Payments on revolving line of credit	(32,000)	0
Payments on finance leases	(3,682)	(2,847)
Payments on sale-leaseback arrangement	(97)	(92)
Payment of debt issuance costs	(876)	(858)
Dividends on Class A common stock	(11,274)	(55,610)
Proceeds from exercise of stock options	51	143
RSU shares withheld for tax	(754)	(625)
Distributions to holders of LLC common units	(18,795)	(16,830)
Net cash used in financing activities	(45,314)	(171,730)
Decrease in cash and cash equivalents	(15,904)	(75,673)
Cash and cash equivalents at beginning of the period	39,647	130,131
Cash and cash equivalents at end of the period	$ 23,743	$ 54,458

Assets Held for Sale and Business Divestiture - Narrative (Details) $ in Thousands		3 Months Ended	6 Months Ended
	May 03, 2024 USD ($)	Jun. 30, 2024 USD ($) location	Jun. 30, 2024 USD ($) location	Jun. 30, 2023 USD ($) location	Dec. 31, 2023 location
Divestiture
Cash consideration received in divestiture			$ 19,957	$ 0
Disposal Group \| Properties held for sale
Assets held for sale
Number of properties \| location		3	3	2	5
CWDS \| Divested Assets
Divestiture
Total consideration received in divestiture	$ 30,400
Cash consideration received in divestiture	20,000
Cash consideration holdback, part of divestiture consideration received	900
Net assets divested	28,800
Intangible assets divested	900
Accounts payable divested	1,200
Goodwill divested	$ 8,900
Loss on divestiture of assets		$ 7,100	$ 7,100
Holdback term (in years)	1 year
CWDS \| Divested Assets \| Supplier Agreement
Divestiture
Supplier agreement, intangible asset consideration received in divestiture	$ 9,500
Useful lives (in years)	10 years

Assets Held for Sale and Business Divestiture

6 Months Ended

Jun. 30, 2024

Assets Held for Sale and Business Divestiture

Assets Held for Sale and Business Divestiture

5. Assets Held for Sale and Business Divestiture

As of June 30, 2024, December 31, 2023, and June 30, 2023, three, five, and two RV and Outdoor Retail segment properties, respectively, met the criteria to be classified as held for sale. Additionally, as of December 31, 2023 and June 30, 2023, certain of these properties had associated secured borrowings under the Company’s Real Estate Facilities (see Note 7 — Long-Term Debt for definition and further details).

The following table presents the components of assets held for sale and liabilities related to assets held for sale at June 30, 2024, December 31, 2023, and June 30, 2023 (in thousands):


	June 30,		December 31,		June 30,
	2024		2023		2023
Assets held for sale:
Property and equipment, net	$	8,418	$	29,864	$	4,635
	$	8,418	$	29,864	$	4,635
Liabilities related to assets held for sale:
Current portion of long-term debt	$	—	$	864	$	206
Long-term debt, net of current portion		—		16,424		3,919
	$	—	$	17,288	$	4,125

Additionally, on May 3, 2024, the Company closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”) and, in connection with the sale, entered into a supply agreement (“Supplier Agreement”) with the buyer and the sublease of certain properties and equipment to the buyer. The approximately $30.4 million fair value of consideration received from the divestiture were comprised of approximately $20.0 million of cash consideration, $9.5 million of an intangible asset for the Supplier Agreement, and $0.9 million of cash consideration as a holdback to be released by the buyer after one year less any offset for expenditures that were indemnified by the Company. The divested net assets of CWDS were comprised primarily of approximately $28.8 million of products, parts, accessories and other inventories, $0.9 million of net intangible assets, $1.2 million of accounts payable assumed and $8.9 million of goodwill allocated from the RV and Outdoor Retail segment based on the relative fair value of CWDS. This divestiture transaction resulted in a loss of $7.1 million and is included in loss (gain) on sale or disposal of assets in the condensed consolidated statements of operations for the three and six months ended June 30, 2024. The Company believes that it will gain operational efficiencies by exiting the manufacture of RV furniture and focusing its resources on the sourcing and sale of its RV and aftermarket accessory products. The fair value of the Supplier Agreement intangible asset was estimated as the present value of the estimated benefits that a market participant would receive under the Supplier Agreement, such as favorable pricing and rebates, over the term of the agreement, which is categorized as a Level 3 measurement. This Supplier Agreement intangible asset is expected to be amortized over the term of the agreement of approximately 10 years.

Stockholders' Equity - Common Stock (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Stock Repurchase Program
Authorized amount for stock repurchase program	$ 120.2
Class A common stock
Stock Repurchase Program
Shares repurchased (in shares)	0	0

Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Long-term debt
Long-Term Debt	$ 1,538,068	$ 1,548,395	$ 1,521,079
Less: current portion	(24,082)	(26,766)	(22,121)
Long-term debt, net of current portion	1,513,986	1,521,629	1,498,958
Term Loan Facility
Long-term debt
Principal amount of borrowings	1,400,000	1,400,000	1,400,000
Less: cumulative principal payments	(44,041)	(30,026)	(37,034)
Less: unamortized original issue discount	(10,839)	(13,167)	(12,016)
Less: unamortized finance costs	(4,178)	(5,264)	(4,721)
Long-Term Debt	1,340,942	1,351,543	1,346,229
Less: current portion	(14,015)	(14,015)	(14,015)
Long-term debt, net of current portion	$ 1,326,927	$ 1,337,528	$ 1,332,214
Average interest rate (as a percent)	7.96%	7.66%	7.97%
Effective interest rate (as a percent)	8.19%	7.90%	8.21%
Revolving Credit Facility
Long-term debt
Principal amount of borrowings	$ 65,000	$ 65,000	$ 65,000
Less: outstanding letters of credit	(4,930)	(4,930)	(4,930)
Less: availability reduction due to Total Leverage Ratio	(37,320)	(37,320)	(37,320)
Additional letters of credit capacity	$ 22,750	$ 22,750	$ 22,750

Inventories and Floor Plan Payables - Floor Plan Payable (Details)	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Floor Plan Facility, floor plan notes
Floor Plan Payable
Applicable interest rate (as a percent)	7.87%	7.28%	7.00%
Line of Credit \| Floor Plan Facility
Floor Plan Payable
Applicable interest rate (as a percent)	7.62%	7.63%	7.35%

Long-Term Debt - Real Estate Facilities - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Debt Instrument [Line Items]
Outstanding notes	$ 1,538,068	$ 1,521,079	$ 1,548,395
Real Estate Facilities
Debt Instrument [Line Items]
Outstanding notes	189,039	$ 166,604	$ 188,449
Remaining Available	7,390
M & T Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	185,524
Remaining Available	$ 7,390
Wtd. Average Interest Rate	7.63%
First CIBC Real Estate Facility
Debt Instrument [Line Items]
Outstanding notes	$ 3,515
Wtd. Average Interest Rate	8.28%

- Definition

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

+ References

+ Details

- Definition

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

+ References + Details

Long-Term Debt

6 Months Ended

Jun. 30, 2024

Long-Term Debt.

Long-Term Debt

7. Long-Term Debt

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


	June 30,		December 31,		June 30,
	2024		2023		2023
Term Loan Facility ⁽¹⁾	$	1,340,942	$	1,346,229	$	1,351,543
Real Estate Facilities ⁽²⁾		189,039		166,604		188,449
Other Long-Term Debt		8,087		8,246		8,403
Subtotal		1,538,068		1,521,079		1,548,395
Less: current portion		(24,082)		(22,121)		(26,766)
Total	$	1,513,986	$	1,498,958	$	1,521,629

(1)	Net of $10.8 million, $12.0 million, and $13.2 million of original issue discount at June 30, 2024, December 31, 2023, and June 30, 2023, respectively, and $4.2 million, $4.7 million, and $5.3 million of finance costs at June 30, 2024, December 31, 2023, and June 30, 2023, respectively.

(2)	Net of $3.6 million, $3.3 million, and $3.6 million of finance costs at June 30, 2024, December 31, 2023, and June 30, 2023, respectively.

Senior Secured Credit Facilities

As of June 30, 2024, December 31, 2023, and June 30, 2023, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and collectively the “Senior Secured Credit Facilities”).

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


	June 30,		December 31,		June 30,
	2024		2023		2023
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(44,041)		(37,034)		(30,026)
Less: unamortized original issue discount		(10,839)		(12,016)		(13,167)
Less: unamortized finance costs		(4,178)		(4,721)		(5,264)
		1,340,942		1,346,229		1,351,543
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,326,927	$	1,332,214	$	1,337,528
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,930)		(4,930)		(4,930)
Less: total net leverage ratio borrowing limitation		(37,320)		(37,320)		(37,320)
Additional borrowing capacity	$	22,750	$	22,750	$	22,750

As of June 30, 2024, December 31, 2023, and June 30, 2023, the average interest rate on the Term Loan Facility was 7.96%, 7.97%, and 7.66%, respectively, and the effective interest rate was 8.19%, 8.21%, and 7.90%, respectively.

Management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at June 30, 2024 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35%

of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of June 30, 2024, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants at June 30, 2024, December 31, 2023, and June 30, 2023.

Real Estate Facilities

As of June 30, 2024, December 31, 2023, and June 30, 2023, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were parties to a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”). During the six months ended June 30, 2024 and 2023, FRHP borrowed an additional $55.6 million and $59.2 million, respectively, under the M&T Real Estate Facility. During the six months ended June 30, 2024, FRHP repaid $38.6 million of the M&T Real Estate Facility relating to six properties.

As of June 30, 2024, December 31, 2023, and June 30, 2023, Camping World Property, LLC, successor by conversion to Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), were parties to loan and security agreements for real estate credit facilities ((as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) and together with the M&T Real Estate Facility, the “Real Estate Facilities”). In June 2023, the Real Estate Borrower sold one property located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $7.4 million was repaid and terminated by the Real Estate Borrower. In May 2024, the Real Estate Borrower repaid the outstanding balance of the Third Real Estate Facility of $8.9 million, which related to the facility for the operations of CWDS in Elkhart, Indiana (see Note 5 — Assets Held for Sale and Business Divestiture).

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 June 30, 2024:


	As of June 30, 2024
			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾		Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	185,524	$	7,390	⁽³⁾		7.63%
First CIBC Real Estate Facility		3,515		—			8.28%
	$	189,039	$	7,390

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

(2)	Amounts cannot be reborrowed.

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

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at June 30, 2024 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants at June 30, 2024, December 31, 2023, and June 30, 2023.

Other Long-Term Debt

As of June 30, 2024, the outstanding principal balance of other long-term debt was $8.1 million with a weighted average interest rate of 4.27%.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Jul. 26, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-37908
Entity Registrant Name	CAMPING WORLD HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-1737145
Entity Address, Address Line One	2 Marriott Drive
Entity Address, City or Town	Lincolnshire
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60069
City Area Code	847
Local Phone Number	808-3000
Title of 12(b) Security	Class A Common Stock,
Trading Symbol	CWH
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001669779
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		45,129,062
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

Revenue - Deferred Revenues (Details) $ in Millions	6 Months Ended
Revenue - Deferred Revenues (Details) $ in Millions	Jun. 30, 2024 USD ($)
Deferred Revenues
Revenues recognized that were included in the deferred revenue balance	$ 57.0

Restructuring and Long-Lived Asset Impairment - Active Sports Restructuring (Details) - Active Sports - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Restructuring Costs
Charged to expense	$ 276	$ 3,259	$ 536		$ 3,259
One-time termination benefits
Restructuring Costs
Charged to expense		$ 193			$ 193
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue	Cost of Revenue		Cost of Revenue
Paid or otherwise settled		$ (193)
Incremental inventory reserve charges
Restructuring Costs
Charged to expense		$ 2,646			$ 2,646
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue	Cost of Revenue		Cost of Revenue
Other associated costs
Restructuring Costs
Charged to expense	$ 276	$ 420	$ 536	$ 583	$ 420
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, General and Administrative Expense	Selling, General and Administrative Expense	Selling, General and Administrative Expense		Selling, General and Administrative Expense
Paid or otherwise settled		$ (420)	$ (536)	(583)
Restructuring costs excluding incremental inventory reserve charges
Restructuring Costs
Charged to expense		613	536	583
Paid or otherwise settled		$ (613)	$ (536)	$ (583)

Commitments and Contingencies - Litigation (Details)						6 Months Ended
Commitments and Contingencies - Litigation (Details)	May 23, 2024 USD ($)	Apr. 04, 2024 USD ($)	Jul. 14, 2023 USD ($)	May 31, 2023 USD ($)	Oct. 08, 2021 USD ($) lawsuit	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jul. 17, 2023 USD ($)	Jun. 30, 2023 USD ($)
Commitments and Contingencies
Aggregate due on Supplier Agreement						$ 250,000,000.0
Term of Supplier Agreement (in years)						10 years
Surety Bond
Commitments and Contingencies
Outstanding surety bonds						$ 24,300,000	$ 23,200,000		$ 23,400,000
Revolving Credit Facility
Commitments and Contingencies
Letters of Credit Outstanding, Amount						4,930,000	4,930,000		4,930,000
Letters of credit \| Floor Plan Facility
Commitments and Contingencies
Letters of Credit Outstanding, Amount						$ 12,300,000	$ 12,300,000		$ 11,371,000
Weissmann
Commitments and Contingencies
Number of lawsuits \| lawsuit					1
Damages sought by plaintiff					$ 2,500,000
Amount the Company is entitled to	$ 4,318,892.22
Precise Complaint
Commitments and Contingencies
Number of day for stipulation order to be become final upon expiration of appeal period								10
Damages awarded		$ 3,700,000		$ 7,100,000
Amount the Company is entitled to				$ 3,700,000
Litigation fee to be reimbursed			$ 3,500

Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands

Common Stock

Class A common stock

Common Stock

Class B common stock

Common Stock

Class C common stock

Additional Paid-in Capital

Treasury Stock

Retained Earnings

Non-controlling Interest

Total

Balance at Dec. 31, 2022

$ 476

$ 4

$ 0

$ 106,051

$ (179,732)

$ 221,031

$ 99,856

$ 247,686

Balance (in shares) at Dec. 31, 2022

47,571

41,466

Balance (in shares) at Dec. 31, 2022

(5,130)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation

3,345

3,013

6,358

Exercise of stock options

$ 0

(25)

$ 66

Exercise of stock options (in shares)

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

$ 0

(17)

$ 0

Vesting of restricted stock units

$ 0

(1,104)

$ 1,300

(196)

Vesting of restricted stock units (in shares)

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

$ 0

128

$ (466)

(338)

Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)

(13)

Redemption of LLC common units for Class A common stock

$ 20

$ 0

9,673

$ 0

(4,739)

4,954

Redemption of LLC common units for Class A common stock (in shares)

2,000

(2,000)

Distributions to holders of LLC common units

$ 0

(6,046)

Dividends

^[1]

(27,791)

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

(4,014)

Non-controlling interest adjustment

(20)

Net income (loss)

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

Balance (in shares) at Mar. 31, 2023

(5,104)

Balance at Dec. 31, 2022

$ 476

$ 4

$ 0

106,051

$ (179,732)

221,031

99,856

247,686

Balance (in shares) at Dec. 31, 2022

47,571

41,466

Balance (in shares) at Dec. 31, 2022

(5,130)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss)

69,626

Balance at Jun. 30, 2023

$ 496

$ 4

$ 0

115,844

$ (176,783)

197,293

121,389

$ 258,243

Balance (in shares) at Jun. 30, 2023

49,571

39,466

Balance (in shares) at Jun. 30, 2023

(5,046)

5,046

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

Balance (in shares) at Mar. 31, 2023

(5,104)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation

$ 0

3,418

$ 0

3,074

6,492

Exercise of stock options

$ 0

(101)

$ 266

165

Exercise of stock options (in shares)

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

$ 0

(70)

$ 0

Vesting of restricted stock units

$ 0

(1,965)

$ 2,157

(192)

Vesting of restricted stock units (in shares)

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

$ 0

$ (374)

(287)

Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)

(12)

Distributions to holders of LLC common units

$ 0

(10,784)

Dividends

^[1]

(27,819)

Non-controlling interest adjustment

458

(458)

Net income (loss)

28,703

36,020

64,723

Balance at Jun. 30, 2023

$ 496

$ 4

$ 0

115,844

$ (176,783)

197,293

121,389

$ 258,243

Balance (in shares) at Jun. 30, 2023

49,571

39,466

Balance (in shares) at Jun. 30, 2023

(5,046)

5,046

Balance at Dec. 31, 2023

$ 496

$ 4

$ 0

98,280

$ (159,440)

185,244

89,623

$ 214,207

Balance (in shares) at Dec. 31, 2023

49,571

39,466

Balance (in shares) at Dec. 31, 2023

(4,551)

4,551

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation

$ 0

2,751

$ 0

2,446

$ 5,197

Exercise of stock options

$ 0

(30)

$ 81

Exercise of stock options (in shares)

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

$ 0

(22)

$ 0

Vesting of restricted stock units

$ 0

(2,234)

$ 2,595

(361)

Vesting of restricted stock units (in shares)

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

$ 0

209

$ (867)

(658)

Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)

(24)

Distributions to holders of LLC common units

$ 0

(9,947)

Dividends

^[2]

(5,634)

Non-controlling interest adjustment

(126)

126

Net income (loss)

(22,307)

(28,499)

(50,806)

Balance at Mar. 31, 2024

$ 496

$ 4

$ 0

98,828

$ (157,631)

157,303

53,410

152,410

Balance (in shares) at Mar. 31, 2024

49,571

39,466

Balance (in shares) at Mar. 31, 2024

(4,499)

Balance at Dec. 31, 2023

$ 496

$ 4

$ 0

98,280

$ (159,440)

185,244

89,623

$ 214,207

Balance (in shares) at Dec. 31, 2023

49,571

39,466

Balance (in shares) at Dec. 31, 2023

(4,551)

4,551

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss)

$ (27,392)

Balance at Jun. 30, 2024

$ 496

$ 4

$ 0

100,076

$ (156,116)

161,434

60,743

$ 166,637

Balance (in shares) at Jun. 30, 2024

49,571

39,466

Balance (in shares) at Jun. 30, 2024

(4,456)

4,456

Balance at Mar. 31, 2024

$ 496

$ 4

$ 0

98,828

$ (157,631)

157,303

53,410

$ 152,410

Balance (in shares) at Mar. 31, 2024

49,571

39,466

Balance (in shares) at Mar. 31, 2024

(4,499)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation

2,858

2,539

5,397

Exercise of stock options (in shares)

Vesting of restricted stock units

$ 0

(1,599)

$ 1,671

(72)

Vesting of restricted stock units (in shares)

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

$ 0

$ (156)

(96)

Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)

(5)

Distributions to holders of LLC common units

$ 0

(8,848)

Dividends

^[2]

(5,640)

Non-controlling interest adjustment

(71)

Net income (loss)

9,771

13,643

23,414

Balance at Jun. 30, 2024

$ 496

$ 4

$ 0

$ 100,076

$ (156,116)

$ 161,434

$ 60,743

$ 166,637

Balance (in shares) at Jun. 30, 2024

49,571

39,466

Balance (in shares) at Jun. 30, 2024

(4,456)

4,456

[1]	The Company declared dividends per share of Class A common stock of $0.625 for the three months ended March 31, 2023 and three months ended June 30, 2023, respectively.
[2]	The Company declared dividends per share of Class A common stock of $0.125 for the three months ended March 31, 2024 and three months ended June 30, 2024, respectively.

Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Lease Obligations
Finance lease assets	$ 125.5	$ 100.4	$ 91.6

Segments Information

6 Months Ended

Jun. 30, 2024

Segments Information

Segments Information

19. Segments Information

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


	Three Months Ended June 30, 2024								Three Months Ended June 30, 2023
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	52,777	$	—	$	(229)	$	52,548	$	51,132	$	—	$	(94)	$	51,038
New vehicles		—		848,975		(1,870)		847,105		—		802,503		(1,600)		800,903
Used vehicles		—		481,887		(1,113)		480,774		—		624,291		(1,329)		622,962
Products, service and other		—		236,112		(165)		235,947		—		247,958		(198)		247,760
Finance and insurance, net		—		180,077		(1,061)		179,016		—		168,021		(1,087)		166,934
Good Sam Club		—		11,115		—		11,115		—		11,124		—		11,124
Total consolidated revenue	$	52,777	$	1,758,166	$	(4,438)	$	1,806,505	$	51,132	$	1,853,897	$	(4,308)	$	1,900,721

	Six Months Ended June 30, 2024								Six Months Ended June 30, 2023
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	99,388	$	—	$	(1,159)	$	98,229	$	98,095	$	—	$	(690)	$	97,405
New vehicles		—		1,506,496		(3,305)		1,503,191		—		1,450,433		(2,778)		1,447,655
Used vehicles		—		820,339		(1,880)		818,459		—		1,069,978		(2,270)		1,067,708
Products, service and other		—		414,127		(286)		413,841		—		455,793		(372)		455,421
Finance and insurance, net		—		315,929		(1,459)		314,470		—		298,326		(1,620)		296,706
Good Sam Club		—		22,332		—		22,332		—		22,706		—		22,706
Total consolidated revenue	$	99,388	$	3,079,223	$	(8,089)	$	3,170,522	$	98,095	$	3,297,236	$	(7,730)	$	3,387,601


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Segment income:⁽¹⁾
Good Sam Services and Plans	$	27,611	$	26,840	$	50,194	$	50,459
RV and Outdoor Retail		64,154		106,156		40,763		138,740
Total segment income		91,765		132,996		90,957		189,199
Corporate & other		(4,150)		(3,785)		(7,712)		(7,562)
Depreciation and amortization		(20,032)		(17,206)		(39,322)		(31,843)
Other interest expense, net		(36,153)		(33,518)		(72,247)		(64,631)
Other expense, net		(81)		(183)		(175)		(1,683)
Income (loss) before income taxes	$	31,349	$	78,304	$	(28,499)	$	83,480

(1)

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Depreciation and amortization:
Good Sam Services and Plans	$	841	$	774	$	1,689	$	1,726
RV and Outdoor Retail		19,191		16,432		37,633		30,117
Total depreciation and amortization	$	20,032	$	17,206	$	39,322	$	31,843


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Other interest expense, net:
Good Sam Services and Plans	$	(22)	$	(54)	$	(40)	$	(109)
RV and Outdoor Retail		8,242		6,985		16,356		12,782
Subtotal		8,220		6,931		16,316		12,673
Corporate & other		27,933		26,587		55,931		51,958
Total other interest expense, net	$	36,153	$	33,518	$	72,247	$	64,631


	June 30,		December 31,		June 30,
($ in thousands)	2024		2023		2023
Assets:
Good Sam Services and Plans	$	87,570	$	113,619	$	92,453
RV and Outdoor Retail		4,693,705		4,568,372		4,538,440
Subtotal		4,781,275		4,681,991		4,630,893
Corporate & other		180,833		163,693		172,200
Total assets	$	4,962,108	$	4,845,684	$	4,803,093

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions

6 Months Ended

Jun. 30, 2024

Acquisitions

Acquisitions

12. Acquisitions

During the six months ended June 30, 2024 and 2023, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

During the six months ended June 30, 2024, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $69.4 million, of which one RV dealership had not opened by June 30, 2024. Separate from these acquisitions, during the six months ended June 30, 2024, the Company purchased real property for an aggregate purchase price of $1.2 million. Additionally, in June 2024, the Good Sam Services and Plans segment acquired the assets of a tire rescue roadside assistance business for $1.8 million in cash and up to an aggregate $0.5 million of milestone payments of which half is potentially payable at each of the first two anniversaries of the date of the acquisition. These potential milestone payments were recorded as contingent consideration with a fair value of $0.4 million. The tire rescue roadside assistance business included a robust dispatch platform and strong network of service providers, which provide an opportunity to serve our customer base more effectively and reduce cost.

During the six months ended June 30, 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of eight locations for an aggregate purchase price of approximately $74.4 million. Separate from these acquisitions, during the six months ended June 30, 2023, the Company purchased real property of $42.2 million, of which $5.2 million was paid through the assumption of the related promissory note.

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


	Six Months Ended June 30,
($ in thousands)	2024		2023
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	4	$	—
Inventories, net		39,439		40,391
Prepaid expenses and other assets		—		144
Property and equipment, net		296		746
Operating lease assets		15,328		916
Accounts payable		(5)		—
Accrued liabilities		(35)		—
Current portion of operating lease liabilities		(1,112)		(208)
Other current liabilities		(22)		(188)
Operating lease liabilities, net of current portion		(14,216)		(708)
Total tangible net assets acquired		39,677		41,093
Intangible assets acquired:
Supplier and customer relationships		2,595		—
Websites and developed technology		600		—
Total intangible assets acquired		3,195		—
Goodwill		28,692		33,321
Purchase price of acquisitions		71,564		74,414
Application of deposit paid in prior period		(8,873)		—
Contingent consideration		(368)		—
Cash paid for acquisitions, net of cash acquired		62,323		74,414
Inventory purchases financed via floor plan		(49,162)		(31,188)
Cash payment net of floor plan financing	$	13,161	$	43,226

The fair values above for the six months ended June 30, 2024 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the six months ended June 30, 2024, the fair values include a measurement period adjustment to record $2.6 million of other intangible assets from a RV dealership acquisition that occurred during the year ended December 31, 2023. These intangible assets had an estimated useful life of 15 years; however, these intangible assets were sold for $2.6 million during the six months ended June 30, 2024. Developed technology intangible asset acquired of $0.6 million has an estimated useful life of five years.

The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the six months ended June 30, 2024 and 2023, acquired goodwill of $28.7 million and $33.3 million, respectively, was expected to be deductible for tax purposes.

Included in the condensed consolidated financial statements for the six months ended June 30, 2024 was revenue of $38.1 million and pre-tax income of $1.2 million from the acquired dealerships from the applicable acquisition dates. Included in the condensed consolidated financial statements for the six months ended June 30, 2024 were insignificant amounts of revenue and pre-tax income from the acquired tire rescue roadside assistance business from the applicable acquisition date. Included in the condensed consolidated financial statements for the six months ended June 30, 2023 were revenue of $12.8 million and pre-tax loss of

$1.1 million from the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue

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

The total unsatisfied performance obligations for these revenue streams at June 30, 2024 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	June 30, 2024
2024	$	60,853
2025		56,551
2026		24,681
2027		12,927
2028		6,560
Thereafter		4,454
Total	$	166,026

Fair Value Measurements (Details) - USD ($) $ in Thousands	6 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Liabilities
Liabilities related to assets held for sale	$ 0	$ 17,288	$ 4,125
Maximum aggregate payment if all milestones are reached	500
Level 2 \| Carrying Value \| Term Loan Facility
Liabilities
Debt instrument	1,340,942	1,346,229	1,351,543
Level 2 \| Carrying Value \| Floor Plan Facility
Liabilities
Debt instrument	31,885	20,885	20,885
Level 2 \| Carrying Value \| Real Estate Facilities
Liabilities
Debt instrument	189,039	183,892	192,574
Liabilities related to assets held for sale		17,300	4,100
Level 2 \| Carrying Value \| Other Long-Term Debt
Liabilities
Debt instrument	8,087	8,246	8,403
Level 2 \| Fair Value \| Term Loan Facility
Liabilities
Debt instrument	1,315,280	1,328,892	1,383,674
Level 2 \| Fair Value \| Floor Plan Facility
Liabilities
Debt instrument	32,729	21,732	21,327
Level 2 \| Fair Value \| Real Estate Facilities
Liabilities
Debt instrument	199,566	195,029	200,797
Level 2 \| Fair Value \| Other Long-Term Debt
Liabilities
Debt instrument	6,665	6,702	6,947
Level 3 \| Carrying Value
Assets
Derived participation investment	1,771	0	0
Liabilities
Acquisition-related contingent consideration	368	0	0
Level 3 \| Fair Value
Assets
Derived participation investment	1,771	0	0
Liabilities
Acquisition-related contingent consideration	$ 368	$ 0	$ 0

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 9,771	$ 28,703	$ (12,536)	$ 31,872

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Measurements

Summary of the reported carrying values and the fair values by level of the Company's assets and liabilities measured at fair value on a recurring basis


	June 30, 2024				December 31, 2023				June 30, 2023
($ in thousands)	Carrying Value		Level 3		Carrying Value		Level 3		Carrying Value		Level 3
Assets:
Derived participation investment	$	1,771	$	1,771	$	—	$	—	$	—	$	—
Liabilities:
Acquisition-related contingent consideration		368		368		—		—		—		—

Summary of aggregate carrying value and fair value of the Company's debt instruments


	Fair Value	June 30, 2024				December 31, 2023				June 30, 2023
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,340,942	$	1,315,280	$	1,346,229	$	1,328,892	$	1,351,543	$	1,383,674
Floor Plan Facility Revolving Line of Credit	Level 2		31,885		32,729		20,885		21,732		20,885		21,327
Real Estate Facilities⁽¹⁾	Level 2		189,039		199,566		183,892		195,029		192,574		200,797
Other Long-Term Debt	Level 2		8,087		6,665		8,246		6,702		8,403		6,947

(1)	The carrying value of Real Estate Facilities at December 31, 2023 and June 30, 2023, include $17.3 million and $4.1 million, respectively, reported as liabilities related to assets held for sale in the condensed consolidated balance sheet.

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2024

Assets Of Multiple Dealership Locations Acquired

Acquisition

Summary of the purchase price allocations


	Six Months Ended June 30,
($ in thousands)	2024		2023
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	4	$	—
Inventories, net		39,439		40,391
Prepaid expenses and other assets		—		144
Property and equipment, net		296		746
Operating lease assets		15,328		916
Accounts payable		(5)		—
Accrued liabilities		(35)		—
Current portion of operating lease liabilities		(1,112)		(208)
Other current liabilities		(22)		(188)
Operating lease liabilities, net of current portion		(14,216)		(708)
Total tangible net assets acquired		39,677		41,093
Intangible assets acquired:
Supplier and customer relationships		2,595		—
Websites and developed technology		600		—
Total intangible assets acquired		3,195		—
Goodwill		28,692		33,321
Purchase price of acquisitions		71,564		74,414
Application of deposit paid in prior period		(8,873)		—
Contingent consideration		(368)		—
Cash paid for acquisitions, net of cash acquired		62,323		74,414
Inventory purchases financed via floor plan		(49,162)		(31,188)
Cash payment net of floor plan financing	$	13,161	$	43,226

Restructuring and Long-Lived Asset Impairment (Tables)

6 Months Ended

Jun. 30, 2024

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	1,195	$	—	$	3,480	$	740
Operating lease right of use assets		3,037		476		4,327		476
Building and improvements		352		—		2,604		—
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	$	4,584	$	476	$	10,411	$	7,521

Long-lived asset impairment charges by restructuring activity:
Active Sports Restructuring	$	—	$	—	$	—	$	6,648
Unrelated to restructuring activities		4,584		476		10,411		873
Total long-lived asset impairment charges	$	4,584	$	476	$	10,411	$	7,521

Active Sports

Schedule of restructuring expenses incurred

The following table details the costs incurred during the three and six months ended June 30, 2024 and 2023 associated with the Active Sports Restructuring (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Active Sports Restructuring costs:
One-time termination benefits⁽¹⁾	$	—	$	193	$	—	$	193
Incremental inventory reserve charges⁽¹⁾		—		2,646		—		2,646
Other associated costs⁽²⁾		276		420		536		420
Total Active Sports Restructuring costs	$	276	$	3,259	$	536	$	3,259

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

(2)	Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period

for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the condensed consolidated statements of operations.

Schedule of changes in the restructuring accrual

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


	One-time		Other
	Termination		Associated
	Benefits		Costs ⁽¹⁾		Total
Balance at March 31, 2023	$	—	$	—	$	—
Charged to expense		193		420		613
Paid or otherwise settled		(193)		(420)		(613)
Balance at June 30, 2023		—		—		—
Charged to expense		—		583		583
Paid or otherwise settled		—		(583)		(583)
Balance at December 31, 2023		—		—		—
Charged to expense		—		536		536
Paid or otherwise settled		—		(536)		(536)
Balance at June 30, 2024	$	—	$	—	$	—

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

Statement of Cash Flows (Details) - USD ($) $ in Thousands	6 Months Ended
Statement of Cash Flows (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Cash paid during the period for:
Interest	$ 125,997	$ 82,200
Income taxes	2,694	2,323
Non-cash investing and financing activities:
Vehicles transferred (from) to property and equipment (to) from inventory	(3)	161
Capital expenditures in accounts payable and accrued liabilities	6,781	7,447
Contingent consideration recognized as partial consideration for purchase of a business	368	0
Fair value of holdback receivable recognized as partial consideration for divestiture of a business	933	0
Supplier agreement intangible asset recognized as partial consideration for divestiture of a business	9,500	0
Prior period deposit applied to portion of purchase price of RV dealership acquisition	8,873	0
Purchase of real property through assumption of other long-term debt	0	5,185
Note receivable exchanged for amounts owed by other investment	0	2,153
Par value of Class A common stock issued for redemption of common units in CWGS, LLC	0	20
Cost of treasury stock issued for vested restricted stock units	$ 4,266	$ 3,457

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Measurements

Fair Value Measurements

9. Fair Value Measurements

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

Recurring Fair Value Measurements

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


	June 30, 2024				December 31, 2023				June 30, 2023
($ in thousands)	Carrying Value		Level 3		Carrying Value		Level 3		Carrying Value		Level 3
Assets:
Derived participation investment	$	1,771	$	1,771	$	—	$	—	$	—	$	—
Liabilities:
Acquisition-related contingent consideration		368		368		—		—		—		—

Derived Participation Investment

The Company has entered into an arrangement with a consumer financing partner to invest in a participation interest in the cash flows of certain financing transactions under the white label financing program with such consumer financing partner. The fair value of this investment was estimated by discounting the projected cash flows subject to the participation interest. The assumptions in the analysis included loan losses, prepayments, and recoveries derived based on historical observation of such data pertaining to the RV industry, as well as other relevant industries with loan structure similar to that of the RV industry. This is categorized as a Level 3 measurement and there was no significant change in fair value during the three and six months ended June 30, 2024.

Contingent Consideration

The Company’s contingent consideration liability was established as part of the consideration for the acquisition of a tire rescue roadside assistance business in June 2024. The fair value of this liability was estimated as the present value of the probability weighted milestone payments at each of the first two anniversaries of the date of the acquisition for a maximum aggregate payment of $0.5 million if all milestones are reached. The assumptions in the analysis included the Company’s assessment of the probability that the milestones will be reached and a discount rate based primarily on the Company’s credit risk and its ability to pay. This is categorized as a Level 3 measurement and there was no significant change in fair value during the three and six months ended June 30, 2024.

Other Fair Value Disclosures

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2024 and 2023 of assets and liabilities that are not measured at fair value on a recurring basis.

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.

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 Revolving Line of Credit, 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	June 30, 2024				December 31, 2023				June 30, 2023
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,340,942	$	1,315,280	$	1,346,229	$	1,328,892	$	1,351,543	$	1,383,674
Floor Plan Facility Revolving Line of Credit	Level 2		31,885		32,729		20,885		21,732		20,885		21,327
Real Estate Facilities⁽¹⁾	Level 2		189,039		199,566		183,892		195,029		192,574		200,797
Other Long-Term Debt	Level 2		8,087		6,665		8,246		6,702		8,403		6,947

(1)	The carrying value of Real Estate Facilities at December 31, 2023 and June 30, 2023, include $17.3 million and $4.1 million, respectively, reported as liabilities related to assets held for sale in the condensed consolidated balance sheet.

- Definition

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

+ References

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-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Assets Held for Sale and Business Divestiture - Assets and Related Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Assets held for sale:
Assets held for sale	$ 8,418	$ 29,864	$ 4,635
Liabilities related to assets held for sale:
Liabilities related to assets held for sale	0	17,288	4,125
Disposal Group \| Properties held for sale
Assets held for sale:
Property and equipment, net	8,418	29,864	4,635
Assets held for sale	8,418	29,864	4,635
Liabilities related to assets held for sale:
Current portion of long-term debt	0	864	206
Long-term debt, net of current portion	0	16,424	3,919
Liabilities related to assets held for sale	$ 0	$ 17,288	$ 4,125

- 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

Non-Controlling Interests

6 Months Ended

Jun. 30, 2024

Non-Controlling Interests

Non-Controlling Interests

16. Non-Controlling Interests

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


	As of June 30, 2024				As of December 31, 2023				As of June 30, 2023
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		45,115,012		53.0%		45,020,116		52.9%		44,525,108		52.6%
Continuing Equity Owners		40,044,536		47.0%		40,044,536		47.1%		40,044,536		47.4%
Total		85,159,548		100.0%		85,064,652		100.0%		84,569,644		100.0%

During December 2022, CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by The Stephen Adams Living Trust and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, gifted 2,000,000 common units of CWGS, LLC in total to a college and hospital (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 shares of Class B common stock being transferred to the 2022 Common Unit Giftees. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B

common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided.

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Net income (loss) attributable to Camping World Holdings, Inc.	$	9,771	$	28,703	$	(12,536)	$	31,872
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		—		(70)		(22)		(87)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(1,599)		(1,965)		(3,833)		(3,069)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		60		87		269		215
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		—		—		9,673
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	8,232	$	26,755	$	(16,122)	$	38,604

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net income (loss)	$ 23,414	$ (50,806)	$ 64,723	$ 4,903	$ (27,392)	$ 69,626
Less: net income (loss) attributable to non-controlling interests	(13,643)		(36,020)		14,856	(37,754)
Net income (loss) attributable to Camping World Holdings, Inc. - basic	9,771		28,703		(12,536)	31,872
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs	19		101
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	0		0		0	28,569
Net income (loss) attributable to Camping World Holdings, Inc. - diluted	$ 9,790		$ 28,804		$ (12,536)	$ 60,441
Stock Option
Denominator:
Weighted-average anti-dilutive securities excluded from the computation of diluted earnings (loss) per share of Class A common stock	186		0		188	0
Restricted Stock Units (RSUs)
Denominator:
Weighted-average anti-dilutive securities excluded from the computation of diluted earnings (loss) per share of Class A common stock	1,037		1,099		1,980	1,608
Class A common stock
Denominator:
Weighted-average shares of Class A common stock outstanding - basic	45,093		44,490		45,070	44,473
Dilutive options to purchase Class A common stock	0		29		0	22
Dilutive restricted stock units	151		285		0	243
Dilutive common units of CWGS, LLC that are convertible into Class A common stock	0		0		0	40,045
Weighted-average shares of Class A common stock outstanding - diluted	45,244		44,804		45,070	84,783
Earnings (loss) per share of Class A common stock - basic	$ 0.22		$ 0.65		$ (0.28)	$ 0.72
Earnings (loss) per share of Class A common stock - diluted	$ 0.22		$ 0.64		$ (0.28)	$ 0.71
CWGS, LLC \| Common Units
Denominator:
Weighted-average anti-dilutive securities excluded from the computation of diluted earnings (loss) per share of Class A common stock	40,045		40,045		40,045

Summary of Significant Accounting Policies - Description of Business (Details) - CWGS, LLC				6 Months Ended		12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Segments Information
Ownership interest	100.00%	100.00%	100.00%
CWH
Segments Information
Ownership interest	53.00%	52.90%	52.60%	53.00%	52.60%	52.90%

Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 731,015	$ 655,744	$ 711,222	$ 622,423
Application of deposit paid in prior period	(8,873)	0
Cash paid for acquisitions, net of cash acquired	62,323	74,414
2024 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	4
Inventories, net	39,439
Prepaid expenses and other assets	0
Property and equipment, net	296
Operating lease assets	15,328
Accounts payable	(5)
Accrued liabilities	(35)
Current portion of operating lease liabilities	(1,112)
Other current liabilities	(22)
Operating lease liabilities, net of current portion	(14,216)
Total tangible net assets acquired	39,677
Total intangible assets acquired	3,195
Goodwill	28,692
Purchase price of acquisitions	71,564
Application of deposit paid in prior period	(8,873)
Contingent consideration	(368)
Cash paid for acquisitions, net of cash acquired	62,323
Inventory purchases financed via floor plan	(49,162)
Cash payment net of floor plan financing	13,161
2024 Acquisitions \| Supplier And customer relationships
Tangible assets (liabilities) acquired (assumed):
Total intangible assets acquired	2,595
2024 Acquisitions \| Websites and developed technology
Tangible assets (liabilities) acquired (assumed):
Total intangible assets acquired	600
2023 Acquisitions
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net		0
Inventories, net		40,391
Prepaid expenses and other assets		144
Property and equipment, net		746
Operating lease assets		916
Accounts payable		0
Accrued liabilities		0
Current portion of operating lease liabilities		(208)
Other current liabilities		(188)
Operating lease liabilities, net of current portion		(708)
Total tangible net assets acquired		41,093
Total intangible assets acquired		0
Goodwill		33,321
Purchase price of acquisitions		74,414
Application of deposit paid in prior period		0
Contingent consideration		0
Cash paid for acquisitions, net of cash acquired		74,414
Inventory purchases financed via floor plan		(31,188)
Cash payment net of floor plan financing		43,226
2023 Acquisitions \| Supplier And customer relationships
Tangible assets (liabilities) acquired (assumed):
Total intangible assets acquired		0
2023 Acquisitions \| Websites and developed technology
Tangible assets (liabilities) acquired (assumed):
Total intangible assets acquired		0
RV and Outdoor Retail
Tangible assets (liabilities) acquired (assumed):
Goodwill	$ 705,220	$ 631,510	$ 686,988	$ 598,189

Equity-Based Compensation Plans

6 Months Ended

Jun. 30, 2024

Equity-Based Compensation Plans

Equity-Based Compensation Plans

17. Equity-Based Compensation Plans

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Equity-based compensation expense:
Costs applicable to revenue	$	89	$	222	$	181	$	354
Selling, general, and administrative		5,308		6,270		10,413		12,497
Total equity-based compensation expense	$	5,397	$	6,492	$	10,594	$	12,850

The following table summarizes stock option activity for the six months ended June 30, 2024:




	Stock Options
	(in thousands)
Outstanding at December 31, 2023		193
Exercised		(2)
Forfeited		(6)
Outstanding and exercisable at June 30, 2024		185

The following table summarizes restricted stock unit (“RSU”) activity for the six months ended June 30, 2024:


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2023		1,875
Granted		633
Vested		(122)
Forfeited		(55)
Outstanding at June 30, 2024		2,331

During the six months ended June 30, 2024, the Company granted 290,310 RSUs to non-executive employees with an aggregate grant date fair value of $7.4 million and weighted-average grant date fair value of $25.59 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years.

In accordance with the Company’s non-employee director compensation policy, a newly-appointed non-employee director received an initial grant of 750 RSUs in March 2024 and the six non-employee directors each received grants of 6,913 RSUs on the date of the Company’s annual stockholders’ meeting in May 2024 with an aggregate grant date fair value of $0.9 million and a weighted-average grant date fair value of $21.80 per RSU, which will be recognized, net of forfeitures, over a vesting period of one year.

Additionally, 300,000 RSUs were granted in aggregate to three executive officers with an effective date of July 1, 2024 in conjunction with those executive officers’ amended and restated employment agreements. Although the effective date of the grants was July 1, 2024, these RSU grants met the criteria for a grant date for accounting purposes during the three months ended June 30, 2024. These RSUs were recorded as if they had been granted during the three months ended June 30, 2024 with an aggregate grant date fair value of $5.3 million and a weighted-average grant date fair value of $17.52 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years.

Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Goodwill
Balance (excluding impairment charges)				$ 864,260
Accumulated impairment charges				(241,837)
Balance	$ 711,222	$ 655,744	$ 622,423
Acquisitions	28,692	55,478	33,321
Divestures	(8,899)
Balance	731,015	711,222	655,744
Good Sam Services and Plans
Goodwill
Balance (excluding impairment charges)				71,118
Accumulated impairment charges				(46,884)
Balance	24,234	24,234	24,234
Acquisitions	1,561
Balance	25,795	24,234	24,234
RV and Outdoor Retail
Goodwill
Balance (excluding impairment charges)				793,142
Accumulated impairment charges				$ (194,953)
Balance	686,988	631,510	598,189
Acquisitions	27,131	55,478	33,321
Divestures	(8,899)
Balance	$ 705,220	$ 686,988	$ 631,510

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

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

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Segments Information - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segments Information
Revenue	$ 1,806,505	$ 1,900,721	$ 3,170,522	$ 3,387,601
Intersegment Eliminations
Segments Information
Revenue	(4,438)	(4,308)	(8,089)	(7,730)
Good Sam Services and Plans
Segments Information
Revenue	52,548	51,038	98,229	97,405
Good Sam Services and Plans \| Intersegment Eliminations
Segments Information
Revenue	(229)	(94)	(1,159)	(690)
New vehicles
Segments Information
Revenue	847,105	800,903	1,503,191	1,447,655
New vehicles \| Intersegment Eliminations
Segments Information
Revenue	(1,870)	(1,600)	(3,305)	(2,778)
Used vehicles
Segments Information
Revenue	480,774	622,962	818,459	1,067,708
Used vehicles \| Intersegment Eliminations
Segments Information
Revenue	(1,113)	(1,329)	(1,880)	(2,270)
Products, service and other
Segments Information
Revenue	235,947	247,760	413,841	455,421
Products, service and other \| Intersegment Eliminations
Segments Information
Revenue	(165)	(198)	(286)	(372)
Finance and insurance, net
Segments Information
Revenue	179,016	166,934	314,470	296,706
Finance and insurance, net \| Intersegment Eliminations
Segments Information
Revenue	(1,061)	(1,087)	(1,459)	(1,620)
Good Sam Club
Segments Information
Revenue	11,115	11,124	22,332	22,706
Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	52,777	51,132	99,388	98,095
Good Sam Services and Plans \| Good Sam Services and Plans \| Operating Segments
Segments Information
Revenue	52,777	51,132	99,388	98,095
RV and Outdoor Retail
Segments Information
Revenue	1,753,957	1,849,683	3,072,293	3,290,196
RV and Outdoor Retail \| Operating Segments
Segments Information
Revenue	1,758,166	1,853,897	3,079,223	3,297,236
RV and Outdoor Retail \| New vehicles
Segments Information
Revenue	847,105	800,903	1,503,191	1,447,655
RV and Outdoor Retail \| New vehicles \| Operating Segments
Segments Information
Revenue	848,975	802,503	1,506,496	1,450,433
RV and Outdoor Retail \| Used vehicles
Segments Information
Revenue	480,774	622,962	818,459	1,067,708
RV and Outdoor Retail \| Used vehicles \| Operating Segments
Segments Information
Revenue	481,887	624,291	820,339	1,069,978
RV and Outdoor Retail \| Products, service and other
Segments Information
Revenue	235,947	247,760	413,841	455,421
RV and Outdoor Retail \| Products, service and other \| Operating Segments
Segments Information
Revenue	236,112	247,958	414,127	455,793
RV and Outdoor Retail \| Finance and insurance, net
Segments Information
Revenue	179,016	166,934	314,470	296,706
RV and Outdoor Retail \| Finance and insurance, net \| Operating Segments
Segments Information
Revenue	180,077	168,021	315,929	298,326
RV and Outdoor Retail \| Good Sam Club
Segments Information
Revenue	11,115	11,124	22,332	22,706
RV and Outdoor Retail \| Good Sam Club \| Operating Segments
Segments Information
Revenue	$ 11,115	$ 11,124	$ 22,332	$ 22,706

Statement of Cash Flows (Tables)

6 Months Ended

Jun. 30, 2024

Statement of Cash Flows

Supplemental disclosures of cash flow information

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



	Six months ended June 30,
	2024		2023
Cash paid during the period for:
Interest	$	125,997	$	82,200
Income taxes		2,694		2,323
Non-cash investing and financing activities:
Vehicles transferred (from) to property and equipment (to) from inventory		(3)		161
Capital expenditures in accounts payable and accrued liabilities		6,781		7,447
Contingent consideration recognized as partial consideration for purchase of a business		368		—
Fair value of holdback receivable recognized as partial consideration for divestiture of a business		933		—
Supplier agreement intangible asset recognized as partial consideration for divestiture of a business		9,500		—
Prior period deposit applied to portion of purchase price of RV dealership acquisition		8,873		—
Purchase of real property through assumption of other long-term debt		—		5,185
Note receivable exchanged for amounts owed by other investment		—		2,153
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		—		20
Cost of treasury stock issued for vested restricted stock units		4,266		3,457

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets

Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

Goodwill

The following table presents a summary of changes in the Company’s goodwill by segment for the six months ended June 30, 2024 and 2023 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2022 (excluding impairment charges)	$	71,118	$	793,142	$	864,260
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		33,321		33,321
Balance at June 30, 2023		24,234		631,510		655,744
Acquisitions		—		55,478		55,478
Balance at December 31, 2023		24,234		686,988		711,222
Acquisitions		1,561		27,131		28,692
Divestiture		—		(8,899)		(8,899)
Balance at June 30, 2024	$	25,795	$	705,220	$	731,015

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at June 30, 2024, December 31, 2023 and June 30, 2023 (in thousands):


	June 30, 2024
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,740		(9,389)	$	351
Trademarks and trade names		2,132		(308)		1,824
Websites and developed technology		3,650		(1,336)		2,314
RV and Outdoor Retail:
Customer lists, domain names and other		4,154		(2,551)		1,603
Supplier lists and agreements		9,500		(148)		9,352
Trademarks and trade names		26,526		(21,335)		5,191
Websites and developed technology		6,345		(5,626)		719
	$	62,047	$	(40,693)	$	21,354

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

	June 30, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(9,110)	$	530
Trademarks and trade names		2,132		(166)		1,966
Websites and developed technology		3,050		(900)		2,150
RV and Outdoor Retail:
Customer lists and domain names and other		5,268		(2,936)		2,332
Supplier lists and agreements		1,696		(933)		763
Trademarks and trade names		27,251		(20,494)		6,757
Websites and developed technology		6,032		(5,502)		530
	$	55,069	$	(40,041)	$	15,028

Lease Obligations (Tables)

6 Months Ended

Jun. 30, 2024

Lease Obligations

Summary of lease cost

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	29,294	$	29,376	$	58,484	$	58,581
Finance lease cost:
Amortization of finance lease assets		2,836		2,068		5,696		(745)
Interest on finance lease liabilities		2,380		1,540		4,846		2,939
Short-term lease cost		459		550		836		1,064
Variable lease cost		7,561		6,128		12,890		12,417
Sublease income		(917)		(675)		(1,571)		(1,332)
Net lease costs	$	41,613	$	38,987	$	81,181	$	72,924

Schedule of cash flow supplemental information

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


	Six Months Ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	59,338	$	58,227
Operating cash flows for finance leases		4,846		2,934
Financing cash flows for finance leases		3,695		2,847
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		52,715		18,872
New, remeasured and terminated finance leases		30,771		7,700

Acquisitions - General Information (Details) $ in Millions	1 Months Ended	6 Months Ended
Acquisitions - General Information (Details) $ in Millions	Jun. 30, 2024 USD ($) location	Jun. 30, 2024 USD ($) location	Jun. 30, 2023 USD ($) location
Acquisitions
Milestone payments		$ 0.5
Real properties purchased		$ 1.2	$ 42.2
Borrowings for purchase of businesses			$ 5.2
RV and Outdoor Retail \| RV Dealership Groups
Acquisitions
Number of locations acquired \| location		9	8
Cash paid for acquisition		$ 69.4	$ 74.4
Number of locations to be open after current reporting period \| location	1	1
Good Sam Services and Plans \| Tire rescue roadside assistance business
Acquisitions
Cash paid for acquisition	$ 1.8
Milestone payments	0.5
Contingent consideration	$ 0.4	$ 0.4

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Instrument [Line Items]

Long-Term debt

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


	June 30,		December 31,		June 30,
	2024		2023		2023
Term Loan Facility ⁽¹⁾	$	1,340,942	$	1,346,229	$	1,351,543
Real Estate Facilities ⁽²⁾		189,039		166,604		188,449
Other Long-Term Debt		8,087		8,246		8,403
Subtotal		1,538,068		1,521,079		1,548,395
Less: current portion		(24,082)		(22,121)		(26,766)
Total	$	1,513,986	$	1,498,958	$	1,521,629

(1)	Net of $10.8 million, $12.0 million, and $13.2 million of original issue discount at June 30, 2024, December 31, 2023, and June 30, 2023, respectively, and $4.2 million, $4.7 million, and $5.3 million of finance costs at June 30, 2024, December 31, 2023, and June 30, 2023, respectively.

(2)	Net of $3.6 million, $3.3 million, and $3.6 million of finance costs at June 30, 2024, December 31, 2023, and June 30, 2023, respectively.

Term Loan Facility

Debt Instrument [Line Items]

Schedule of outstanding amounts and available borrowings

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


	June 30,		December 31,		June 30,
	2024		2023		2023
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(44,041)		(37,034)		(30,026)
Less: unamortized original issue discount		(10,839)		(12,016)		(13,167)
Less: unamortized finance costs		(4,178)		(4,721)		(5,264)
		1,340,942		1,346,229		1,351,543
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,326,927	$	1,332,214	$	1,337,528
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,930)		(4,930)		(4,930)
Less: total net leverage ratio borrowing limitation		(37,320)		(37,320)		(37,320)
Additional borrowing capacity	$	22,750	$	22,750	$	22,750

Real Estate Facilities

Debt Instrument [Line Items]

Schedule of outstanding amounts and available borrowings


	As of June 30, 2024
			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾		Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	185,524	$	7,390	⁽³⁾		7.63%
First CIBC Real Estate Facility		3,515		—			8.28%
	$	189,039	$	7,390

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

(2)	Amounts cannot be reborrowed.

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

- Definition

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

+ References

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

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

+ Details

Revenue - Performance Obligation (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Performance obligation
Revenue expected to be recognized	$ 166,026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Performance obligation
Revenue expected to be recognized	$ 60,853
Unsatisfied performance obligation, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Performance obligation
Revenue expected to be recognized	$ 56,551
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	$ 24,681
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	$ 12,927
Unsatisfied performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Performance obligation
Revenue expected to be recognized	$ 6,560
Unsatisfied performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Performance obligation
Revenue expected to be recognized	$ 4,454
Unsatisfied performance obligation, period

Equity-Based Compensation Plans - Restricted Stock Units (Details)	1 Months Ended		3 Months Ended	6 Months Ended
	May 31, 2024 USD ($) director $ / shares shares	Mar. 31, 2024 shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares
Non-employee Directors
Restricted Stock Units
Grant date fair value (in dollars) \| $	$ 900,000
Restricted Stock Units (RSUs)
Share-based Compensation Plans
Vested (in shares)				(122,000)
Restricted Stock Units
Outstanding at December 31, 2022 (in shares)				1,875,000
Granted (in shares)				633,000
Forfeited (in shares)				(55,000)
Outstanding at March 31, 2023 (shares)			2,331,000	2,331,000
Restricted Stock Units (RSUs) \| Employees
Restricted Stock Units
Granted (in shares)				290,310
Grant date fair value (in dollars) \| $				$ 7,400,000
Vesting period				5 years
Weighted Average Grant Date Fair Value
Weighted average grant date fair value (per share) \| $ / shares			$ 25.59	$ 25.59
Restricted Stock Units (RSUs) \| Employees \| Executive officers
Share-based Compensation Plans
Number of executive officers \| $			3	3
Restricted Stock Units
Granted (in shares)				300,000
Grant date fair value (in dollars) \| $			$ 5,300,000
Vesting period			5 years
Weighted Average Grant Date Fair Value
Weighted average grant date fair value (per share) \| $ / shares			$ 17.52	$ 17.52
Restricted Stock Units (RSUs) \| Non-employee Directors
Share-based Compensation Plans
Number of non-employee directors \| director	6
Restricted Stock Units
Granted (in shares)		750
Grants received in shares	6,913
Vesting period	1 year
Weighted Average Grant Date Fair Value
Weighted average grant date fair value (per share) \| $ / shares	$ 21.80

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Stockholders' equity:
Preferred stock, par value	$ 0.01	$ 0.01	$ 0.01
Preferred stock, authorized	20,000,000	20,000,000	20,000,000
Preferred stock, issued	0	0	0
Preferred stock, outstanding	0	0	0
Treasury Stock, (In shares)	4,456,000	4,551,000	5,046,000
Class A common stock
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, authorized	250,000,000	250,000,000	250,000,000
Common stock, issued	49,571,000	49,571,000	49,571,000
Common stock, outstanding	45,115,000	45,020,000	44,525,000
Class B common stock
Stockholders' equity:
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized	75,000,000	75,000,000	75,000,000
Common stock, issued	39,466,000	39,466,000	39,466,000
Common stock, outstanding	39,466,000	39,466,000	39,466,000
Class C common stock
Stockholders' equity:
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized	1	1	1
Common stock, issued	1	1	1
Common stock, outstanding	1	1	1

Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segments Information
Depreciation and amortization	$ 20,032	$ 17,206	$ 39,322	$ 31,843
Good Sam Services and Plans \| Operating Segments
Segments Information
Depreciation and amortization	841	774	1,689	1,726
RV and Outdoor Retail \| Operating Segments
Segments Information
Depreciation and amortization	$ 19,191	$ 16,432	$ 37,633	$ 30,117

Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Class A common stock
Dividends declared per share	$ 0.125	$ 0.125	$ 0.625	$ 0.625

Restructuring and Long-Lived Asset Impairment

6 Months Ended

Jun. 30, 2024

Restructuring and Long-Lived Asset Impairment

Restructuring and Long-Lived Asset Impairment

4. Restructuring and Long-Lived Asset Impairment

Restructuring – Active Sports

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

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

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

As of June 30, 2024, the total restructuring costs associated with the Active Sports Restructuring were $6.5 million. The breakdown of these restructuring costs is as follows:

●

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

●

incremental inventory reserve charges of $4.3 million;

●

lease termination charges of $0.4 million; and

●

other associated costs of $1.5 million.

The following table details the costs incurred during the three and six months ended June 30, 2024 and 2023 associated with the Active Sports Restructuring (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Active Sports Restructuring costs:
One-time termination benefits⁽¹⁾	$	—	$	193	$	—	$	193
Incremental inventory reserve charges⁽¹⁾		—		2,646		—		2,646
Other associated costs⁽²⁾		276		420		536		420
Total Active Sports Restructuring costs	$	276	$	3,259	$	536	$	3,259

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

(2)	Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period

for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the condensed consolidated statements of operations.

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


	One-time		Other
	Termination		Associated
	Benefits		Costs ⁽¹⁾		Total
Balance at March 31, 2023	$	—	$	—	$	—
Charged to expense		193		420		613
Paid or otherwise settled		(193)		(420)		(613)
Balance at June 30, 2023		—		—		—
Charged to expense		—		583		583
Paid or otherwise settled		—		(583)		(583)
Balance at December 31, 2023		—		—		—
Charged to expense		—		536		536
Paid or otherwise settled		—		(536)		(536)
Balance at June 30, 2024	$	—	$	—	$	—

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

Long-Lived Asset Impairment

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

Additionally, during the three and six months ended June 30, 2024 and 2023, the Company had indicators of impairment of the long-lived assets for certain locations, which were unrelated to the Active Sports Restructuring. Such indicators primarily included decreases in market rental rates or market value of real property for closed locations, or based on the Company’s review of location performance in the normal course of business. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	1,195	$	—	$	3,480	$	740
Operating lease right of use assets		3,037		476		4,327		476
Building and improvements		352		—		2,604		—
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	$	4,584	$	476	$	10,411	$	7,521

Long-lived asset impairment charges by restructuring activity:
Active Sports Restructuring	$	—	$	—	$	—	$	6,648
Unrelated to restructuring activities		4,584		476		10,411		873
Total long-lived asset impairment charges	$	4,584	$	476	$	10,411	$	7,521

Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2024

Earnings (Loss) Per Share

(Loss) Earnings Per Share

18. Earnings (Loss) Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except per share amounts)	2024		2023		2024		2023
Numerator:
Net income (loss)	$	23,414	$	64,723	$	(27,392)	$	69,626
Less: net income (loss) attributable to non-controlling interests		(13,643)		(36,020)		14,856		(37,754)
Net income (loss) attributable to Camping World Holdings, Inc. — basic	$	9,771	$	28,703	$	(12,536)	$	31,872
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		19		101		—		—
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		—		—		—		28,569
Net income (loss) attributable to Camping World Holdings, Inc. — diluted	$	9,790	$	28,804	$	(12,536)	$	60,441
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		45,093		44,490		45,070		44,473
Dilutive options to purchase Class A common stock		—		29		—		22
Dilutive restricted stock units		151		285		—		243
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		45,244		44,804		45,070		84,783

Earnings (loss) per share of Class A common stock — basic	$	0.22	$	0.65	$	(0.28)	$	0.72
Earnings (loss) per share of Class A common stock — diluted	$	0.22	$	0.64	$	(0.28)	$	0.71

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings (loss) per share of Class A common stock:
Stock options to purchase Class A common stock		186		—		188		—
Restricted stock units		1,037		1,099		1,980		1,608
Common units of CWGS, LLC that are convertible into Class A common stock		40,045		40,045		40,045		—

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

Assets Held for Sale and Business Divestiture (Tables)

6 Months Ended

Jun. 30, 2024

Assets Held for Sale and Business Divestiture

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 June 30, 2024, December 31, 2023, and June 30, 2023 (in thousands):


	June 30,		December 31,		June 30,
	2024		2023		2023
Assets held for sale:
Property and equipment, net	$	8,418	$	29,864	$	4,635
	$	8,418	$	29,864	$	4,635
Liabilities related to assets held for sale:
Current portion of long-term debt	$	—	$	864	$	206
Long-term debt, net of current portion		—		16,424		3,919
	$	—	$	17,288	$	4,125

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
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+ Details

Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings (Loss) Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except per share amounts)	2024		2023		2024		2023
Numerator:
Net income (loss)	$	23,414	$	64,723	$	(27,392)	$	69,626
Less: net income (loss) attributable to non-controlling interests		(13,643)		(36,020)		14,856		(37,754)
Net income (loss) attributable to Camping World Holdings, Inc. — basic	$	9,771	$	28,703	$	(12,536)	$	31,872
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		19		101		—		—
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		—		—		—		28,569
Net income (loss) attributable to Camping World Holdings, Inc. — diluted	$	9,790	$	28,804	$	(12,536)	$	60,441
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		45,093		44,490		45,070		44,473
Dilutive options to purchase Class A common stock		—		29		—		22
Dilutive restricted stock units		151		285		—		243
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		45,244		44,804		45,070		84,783

Earnings (loss) per share of Class A common stock — basic	$	0.22	$	0.65	$	(0.28)	$	0.72
Earnings (loss) per share of Class A common stock — diluted	$	0.22	$	0.64	$	(0.28)	$	0.71

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings (loss) per share of Class A common stock:
Stock options to purchase Class A common stock		186		—		188		—
Restricted stock units		1,037		1,099		1,980		1,608
Common units of CWGS, LLC that are convertible into Class A common stock		40,045		40,045		40,045		—

Lease Obligations

6 Months Ended

Jun. 30, 2024

Lease Obligations

Lease Obligations

8. Lease Obligations

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	29,294	$	29,376	$	58,484	$	58,581
Finance lease cost:
Amortization of finance lease assets		2,836		2,068		5,696		(745)
Interest on finance lease liabilities		2,380		1,540		4,846		2,939
Short-term lease cost		459		550		836		1,064
Variable lease cost		7,561		6,128		12,890		12,417
Sublease income		(917)		(675)		(1,571)		(1,332)
Net lease costs	$	41,613	$	38,987	$	81,181	$	72,924

As of June 30, 2024, December 31, 2023, and June 30, 2023, finance lease assets of $125.5 million, $100.4 million, and $91.6 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets.

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


	Six Months Ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	59,338	$	58,227
Operating cash flows for finance leases		4,846		2,934
Financing cash flows for finance leases		3,695		2,847
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		52,715		18,872
New, remeasured and terminated finance leases		30,771		7,700

During the six months ended June 30, 2024, the Company entered into sale-leaseback transactions for two properties associated with store locations in the RV and Outdoor Retail segment. The Company received consideration of $23.5 million of cash and recorded a gain of $0.1 million that is included in loss (gain) on sale or disposal of assets in the condensed consolidated statements of income for the six months ended June 30, 2024. The Company entered into a 20-year lease agreement as the lessee with each buyer of the properties.

Segments Information - Segment income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segments Information
Total segment income	$ 95,382	$ 132,677	$ 99,604	$ 191,276
Selling, general, and administrative	419,676	420,887	791,149	786,613
Depreciation and amortization	(20,032)	(17,206)	(39,322)	(31,843)
Other interest expense, net	(36,153)	(33,518)	(72,247)	(64,631)
Other expense, net	(81)	(183)	(175)	(1,683)
Income (loss) before income taxes	31,349	78,304	(28,499)	83,480
Operating Segments
Segments Information
Total segment income	91,765	132,996	90,957	189,199
Other interest expense, net	(8,220)	(6,931)	(16,316)	(12,673)
Corporate & other
Segments Information
Total segment income	(4,150)	(3,785)	(7,712)	(7,562)
Other interest expense, net	(27,933)	(26,587)	(55,931)	(51,958)
Good Sam Services and Plans \| Operating Segments
Segments Information
Total segment income	27,611	26,840	50,194	50,459
Depreciation and amortization	(841)	(774)	(1,689)	(1,726)
Other interest expense, net	22	54	40	109
RV and Outdoor Retail \| Operating Segments
Segments Information
Total segment income	64,154	106,156	40,763	138,740
Depreciation and amortization	(19,191)	(16,432)	(37,633)	(30,117)
Other interest expense, net	$ (8,242)	$ (6,985)	$ (16,356)	$ (12,782)

Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Intangible Assets
Cost or Fair Value	$ 62,047	$ 55,637	$ 55,069
Accumulated Amortization	(40,693)	(41,920)	(40,041)
Net	21,354	13,717	15,028
Good Sam services and plans \| Membership, customer lists and other
Intangible Assets
Cost or Fair Value	9,740	9,640	9,640
Accumulated Amortization	(9,389)	(9,246)	(9,110)
Net	351	394	530
Good Sam services and plans \| Websites and developed technology
Intangible Assets
Cost or Fair Value	3,650		3,050
Accumulated Amortization	(1,336)		(900)
Net	2,314		2,150
Good Sam services and plans \| Trademarks and trade names
Intangible Assets
Cost or Fair Value	2,132	2,132	2,132
Accumulated Amortization	(308)	(238)	(166)
Net	1,824	1,894	1,966
Good Sam services and plans \| Websites
Intangible Assets
Cost or Fair Value		3,050
Accumulated Amortization		(1,118)
Net		1,932
RV and Outdoor Retail \| Customer lists, domain names and other
Intangible Assets
Cost or Fair Value	4,154
Accumulated Amortization	(2,551)
Net	1,603
RV and Outdoor Retail \| Customer lists and domain names
Intangible Assets
Cost or Fair Value		5,543	5,268
Accumulated Amortization		(3,269)	(2,936)
Net		2,274	2,332
RV and Outdoor Retail \| Supplier lists and agreements
Intangible Assets
Cost or Fair Value	9,500	1,696	1,696
Accumulated Amortization	(148)	(1,102)	(933)
Net	9,352	594	763
RV and Outdoor Retail \| Websites and developed technology
Intangible Assets
Cost or Fair Value	6,345	6,325	6,032
Accumulated Amortization	(5,626)	(5,557)	(5,502)
Net	719	768	530
RV and Outdoor Retail \| Trademarks and trade names
Intangible Assets
Cost or Fair Value	26,526	27,251	27,251
Accumulated Amortization	(21,335)	(21,390)	(20,494)
Net	$ 5,191	$ 5,861	$ 6,757

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

Related Party Transactions

14. Related Party Transactions

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various RV dealership locations from managers and officers. During the six months ended June 30, 2023, the related party lease expense for these locations was $3.0 million, which was included in selling, general, and administrative expenses in the condensed consolidated statements of operations. For the six months ended June 30, 2024 there was no related party lease expense.

From January 2012 until its expiration in March 2024, FreedomRoads was the lessee of what is now its previous corporate headquarters in Lincolnshire, Illinois (as amended from time to time, the “Lincolnshire Lease”). There were $0.2 million of rental payments for this lease for the three months ended June 30, 2023, which included common area maintenance charges. For the six months ended June 30, 2024 and 2023, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $0.2 million and $0.5 million, respectively, which were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. The Company’s Chairman and Chief Executive Officer had personally guaranteed the Lincolnshire Lease.

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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

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

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

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

+ Details

Restructuring and Long-Lived Asset Impairment - Narrative (Details) - Active Sports - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2024
Restructuring cost and accrual
Annual lease expense, net of sublease income		$ 1.1
Incurred costs		6.5
Impairment charges	$ 6.6
Impairment of Intangible Assets, Finite-Live	4.5
Other Asset Impairment Charges	$ 2.1
One-time termination benefits
Restructuring cost and accrual
Incurred costs		0.2
Lease termination costs
Restructuring cost and accrual
Incurred costs		0.4
Incremental inventory reserve charges
Restructuring cost and accrual
Incurred costs		4.3
Other associated costs \| Maximum
Restructuring cost and accrual
Incurred costs		$ 1.5

Related Party Transactions (Details) - FreedomRoads - Lease Agreement - Related party - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Mr. Lemonis
Related party transactions
Related party expense	$ 0.2	$ 0.2	$ 0.5
Managers and Officers
Related party transactions
Related party expense		$ 0.0	$ 3.0

Inventories and Floor Plan Payables (Tables)

6 Months Ended

Jun. 30, 2024

Inventory

Schedule of inventories

Inventories consisted of the following (in thousands):


	June 30,		December 31,		June 30,
	2024		2023		2023
Good Sam services and plans	$	333	$	452	$	565
New RVs		1,477,510		1,378,403		1,206,493
Used RVs		349,843		464,833		651,396
Products, parts, accessories and other		186,758		199,261		218,570
	$	2,014,444	$	2,042,949	$	2,077,024

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 June 30, 2024 and December 31, 2023, and June 30, 2023 (in thousands):


	June 30,		December 31,		June 30,
	2024		2023		2023
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,850,000	$	1,850,000	$	1,700,000
Less: borrowings, net of FLAIR offset account		(1,296,352)		(1,371,145)		(1,155,356)
Less: FLAIR offset account⁽¹⁾		(199,522)		(145,047)		(133,483)
Additional borrowing capacity		354,126		333,808		411,161
Less: short-term payable for sold inventory⁽²⁾		(97,209)		(41,577)		(66,624)
Less: purchase commitments⁽³⁾		(31,382)		(27,420)		(22,039)
Unencumbered borrowing capacity	$	225,535	$	264,811	$	322,498

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

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

(1)

(2)

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

Segments Information (Tables)

6 Months Ended

Jun. 30, 2024

Segments Information

Reportable segment revenue


	Three Months Ended June 30, 2024								Three Months Ended June 30, 2023
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	52,777	$	—	$	(229)	$	52,548	$	51,132	$	—	$	(94)	$	51,038
New vehicles		—		848,975		(1,870)		847,105		—		802,503		(1,600)		800,903
Used vehicles		—		481,887		(1,113)		480,774		—		624,291		(1,329)		622,962
Products, service and other		—		236,112		(165)		235,947		—		247,958		(198)		247,760
Finance and insurance, net		—		180,077		(1,061)		179,016		—		168,021		(1,087)		166,934
Good Sam Club		—		11,115		—		11,115		—		11,124		—		11,124
Total consolidated revenue	$	52,777	$	1,758,166	$	(4,438)	$	1,806,505	$	51,132	$	1,853,897	$	(4,308)	$	1,900,721

	Six Months Ended June 30, 2024								Six Months Ended June 30, 2023
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services		Outdoor		Intersegment
($ in thousands)	and Plans		Retail		Eliminations		Total		and Plans		Retail		Eliminations		Total
Revenue:
Good Sam services and plans	$	99,388	$	—	$	(1,159)	$	98,229	$	98,095	$	—	$	(690)	$	97,405
New vehicles		—		1,506,496		(3,305)		1,503,191		—		1,450,433		(2,778)		1,447,655
Used vehicles		—		820,339		(1,880)		818,459		—		1,069,978		(2,270)		1,067,708
Products, service and other		—		414,127		(286)		413,841		—		455,793		(372)		455,421
Finance and insurance, net		—		315,929		(1,459)		314,470		—		298,326		(1,620)		296,706
Good Sam Club		—		22,332		—		22,332		—		22,706		—		22,706
Total consolidated revenue	$	99,388	$	3,079,223	$	(8,089)	$	3,170,522	$	98,095	$	3,297,236	$	(7,730)	$	3,387,601

Reportable segment income


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Segment income:⁽¹⁾
Good Sam Services and Plans	$	27,611	$	26,840	$	50,194	$	50,459
RV and Outdoor Retail		64,154		106,156		40,763		138,740
Total segment income		91,765		132,996		90,957		189,199
Corporate & other		(4,150)		(3,785)		(7,712)		(7,562)
Depreciation and amortization		(20,032)		(17,206)		(39,322)		(31,843)
Other interest expense, net		(36,153)		(33,518)		(72,247)		(64,631)
Other expense, net		(81)		(183)		(175)		(1,683)
Income (loss) before income taxes	$	31,349	$	78,304	$	(28,499)	$	83,480

(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 June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Depreciation and amortization:
Good Sam Services and Plans	$	841	$	774	$	1,689	$	1,726
RV and Outdoor Retail		19,191		16,432		37,633		30,117
Total depreciation and amortization	$	20,032	$	17,206	$	39,322	$	31,843


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Other interest expense, net:
Good Sam Services and Plans	$	(22)	$	(54)	$	(40)	$	(109)
RV and Outdoor Retail		8,242		6,985		16,356		12,782
Subtotal		8,220		6,931		16,316		12,673
Corporate & other		27,933		26,587		55,931		51,958
Total other interest expense, net	$	36,153	$	33,518	$	72,247	$	64,631

Reportable segment assets


	June 30,		December 31,		June 30,
($ in thousands)	2024		2023		2023
Assets:
Good Sam Services and Plans	$	87,570	$	113,619	$	92,453
RV and Outdoor Retail		4,693,705		4,568,372		4,538,440
Subtotal		4,781,275		4,681,991		4,630,893
Corporate & other		180,833		163,693		172,200
Total assets	$	4,962,108	$	4,845,684	$	4,803,093

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of June 30, 2024, December 31, 2023, and June 30, 2023, CWH owned 53.0%, 52.9%, and 52.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.
Seasonality	Seasonality The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline. Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business. Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company’s adoption of the provisions of this ASU as of January 1, 2023 did not materially impact the Company’s condensed consolidated financial statements. In August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction. The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively. The Company’s early adoption of the provisions of this ASU as of January 1, 2023 did not materially impact the Company’s condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss. The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit. Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition. Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods. The standard should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the provisions of this ASU as of January 1, 2024, with respect to the annual disclosures beginning with the year ending December 31, 2024 and interim disclosures beginning with the three months ending March 31, 2025, including the presentation of the comparable prior periods. The adoption of this ASU will result in additional segment reporting disclosures and does not otherwise have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

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

The condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and 2023 are unaudited. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH has sole voting power in and control of the management of CWGS, LLC (see Note 15 — Stockholders’ Equity). CWH’s position as sole managing member of CWGS, LLC includes periods where CWH held a minority economic interest in CWGS, LLC. As of June 30, 2024, December 31, 2023, and June 30, 2023, CWH owned 53.0%, 52.9%, and 52.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements.

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

Seasonality

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

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

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

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

Recently Adopted Accounting Pronouncements

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

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

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

Recently Issued Accounting Pronouncements

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

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

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets

Changes in goodwill by business line

The following table presents a summary of changes in the Company’s goodwill by segment for the six months ended June 30, 2024 and 2023 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2022 (excluding impairment charges)	$	71,118	$	793,142	$	864,260
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2022		24,234		598,189		622,423
Acquisitions		—		33,321		33,321
Balance at June 30, 2023		24,234		631,510		655,744
Acquisitions		—		55,478		55,478
Balance at December 31, 2023		24,234		686,988		711,222
Acquisitions		1,561		27,131		28,692
Divestiture		—		(8,899)		(8,899)
Balance at June 30, 2024	$	25,795	$	705,220	$	731,015

Finite-lived intangible assets and related accumulated amortization

Finite-lived intangible assets and related accumulated amortization consisted of the following at June 30, 2024, December 31, 2023 and June 30, 2023 (in thousands):


	June 30, 2024
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,740		(9,389)	$	351
Trademarks and trade names		2,132		(308)		1,824
Websites and developed technology		3,650		(1,336)		2,314
RV and Outdoor Retail:
Customer lists, domain names and other		4,154		(2,551)		1,603
Supplier lists and agreements		9,500		(148)		9,352
Trademarks and trade names		26,526		(21,335)		5,191
Websites and developed technology		6,345		(5,626)		719
	$	62,047	$	(40,693)	$	21,354

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

	June 30, 2023
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640	$	(9,110)	$	530
Trademarks and trade names		2,132		(166)		1,966
Websites and developed technology		3,050		(900)		2,150
RV and Outdoor Retail:
Customer lists and domain names and other		5,268		(2,936)		2,332
Supplier lists and agreements		1,696		(933)		763
Trademarks and trade names		27,251		(20,494)		6,757
Websites and developed technology		6,032		(5,502)		530
	$	55,069	$	(40,041)	$	15,028

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Equity-Based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity-based compensation expense:
Equity based compensation expense	$ 5,397	$ 6,492	$ 10,594	$ 12,850
Costs applicable to revenue
Equity-based compensation expense:
Equity based compensation expense	89	222	181	354
Selling, general, and administrative
Equity-based compensation expense:
Equity based compensation expense	$ 5,308	$ 6,270	$ 10,413	$ 12,497

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies.

Commitments and Contingencies

10. Commitments and Contingencies

Litigation

Weissmann Complaint

On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for

breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of FR Holdco in the amount of $4,318,892.22, plus interest, costs, and attorneys’ fees as set forth in the Tumbleweed bankruptcy plan and to be determined by the arbitrator in subsequent proceedings. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, after Weissmann conceded in a written briefing the obligation to pay attorneys’ fees and costs to FR Holdco as the prevailing party.

Tumbleweed Complaint

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

Precise Complaint

On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee (the “Trustee”) for the Estate of Precise Graphix, LLC (the “Precise Estate”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW. The Trustee alleges the following claims against defendants, including CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty; (iv) breach of contract; (v) breach of oral contract; (vi) fraud in the inducement; (vii) negligent misrepresentation; (viii) fraudulent concealment; (ix) conspiracy; (x) unlawful business practices in violation of California Business and Professions

Code §17200; (xi) aiding and abetting; (xii) breach of fiduciary duty; and (xiii) declaratory judgment. The Trustee did not serve the Precise Complaint on CW. On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise Estate’s arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $7.1 million (the “Final Award”), of which CW would be entitled to $3.7 million. On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS. On June 29, 2023, CW advanced the Trustee’s portion of the fee required by JAMS to advance the appeal. On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “USBC”) seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate. On July 14, 2023, the Trustee and respondents, including CW, filed a stipulation and agreed order (the “Stipulation”) as follows: (1) upon approval and entry of the Stipulation, CW’s claim for $3,500 shall be allowed and reimbursed; (2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award; and (3) the Trustee will not dispute the amount of the Final Award. On July 17, 2023, the USBC entered the Stipulation as an order, which became final upon the expiration of the ten (10) day appeal period. Precise withdrew its appeal and on August 14, 2023 JAMS closed the arbitration. On September 25, 2023, the Superior Court of the State of California, upon motion by defendants, confirmed the arbitration award. On October 6, 2023, defendants filed an application in the matter of In re: Precise Graphix, LLC, pending in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “Bankruptcy Court”) seeking to have the fee award deemed an administrative expense in the Precise Estate. On April 4, 2024, the Trustee, CW, and the Precise Estate entered into a settlement agreement which provides for, among other things, an allowed claim against the Precise Estate in favor of CW in the amount of $3.7 million, a portion of which is payable upon the entry of a final order of the Bankruptcy Estate approving the settlement agreement and mutual releases from the parties (the “Settlement Agreement”). On May 7, 2024, the Bankruptcy Court approved the Settlement Agreement.

General

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

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

Supplier Agreement

In connection with the divestiture of CWDS, the Company entered into a Supplier Agreement with the buyer that requires the Company to purchase an aggregate $250.0 million of product over the approximately 10-year term of the Supplier Agreement. See Note 5 — Assets Held for Sale and Business Divestiture for a discussion of the divestiture of CWDS.

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 June 30, 2024, December 31, 2023, and June 30, 2023, outstanding standby letters of credit issued through our Floor Plan Facility were $12.3 million, $12.3 million, and $11.4 million, respectively (see Note 3 — Inventories and Floor Plan Payables). The outstanding standby letters of credit issued through the Senior Secured Credit Facilities as of June 30, 2024, December 31, 2023, and June 30, 2023 were $4.9 million (see Note 7 — Long-Term Debt). As of June 30, 2024, December 31, 2023, and June 30, 2023, outstanding surety bonds were $24.3

million, $23.2 million, and $23.4 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s condensed consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.

Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease costs
Operating lease cost	$ 29,294	$ 29,376	$ 58,484	$ 58,581
Amortization of finance lease assets				(745)
Amortization of finance lease assets	2,836	2,068	5,696
Interest on finance lease liabilities	2,380	1,540	4,846	2,939
Short-term lease cost	459	550	836	1,064
Variable lease cost	7,561	6,128	12,890	12,417
Sublease income	(917)	(675)	(1,571)	(1,332)
Net lease costs	$ 41,613	$ 38,987	$ 81,181	$ 72,924

Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segments Information
Other interest expense, net	$ 36,153	$ 33,518	$ 72,247	$ 64,631
Operating Segments
Segments Information
Other interest expense, net	8,220	6,931	16,316	12,673
Corporate and Reconciling Items [Member]
Segments Information
Other interest expense, net	27,933	26,587	55,931	51,958
Good Sam Services and Plans \| Operating Segments
Segments Information
Other interest expense, net	(22)	(54)	(40)	(109)
RV and Outdoor Retail \| Operating Segments
Segments Information
Other interest expense, net	$ 8,242	$ 6,985	$ 16,356	$ 12,782

Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Term Loan Facility
Long-Term Debt
Effective interest rate (as a percent)	8.19%	8.21%	7.90%
Letters of credit \| Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity	$ 15.0	$ 15.0	$ 15.0
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments	35.00%	35.00%	35.00%
Secured Debt \| Revolving Credit Facility
Long-Term Debt
Reduction in borrowing capacity	$ 37.3
Secured Debt \| Letters of credit \| Revolving Credit Facility
Long-Term Debt
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments	35.00%	35.00%	35.00%

Inventories and Floor Plan Payables - Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Inventories
Inventories	$ 2,014,444	$ 2,042,949	$ 2,077,024
Good Sam Services and Plans
Inventories
Inventories	333	452	565
New RV vehicles
Inventories
Inventories	1,477,510	1,378,403	1,206,493
Used RV vehicles
Inventories
Inventories	349,843	464,833	651,396
Products, parts, accessories and other
Inventories
Inventories	$ 186,758	$ 199,261	$ 218,570

Non-Controlling Interests (Tables)

6 Months Ended

Jun. 30, 2024

Non-Controlling Interests

Schedule of ownership in CWGS, LLC


	As of June 30, 2024				As of December 31, 2023				As of June 30, 2023
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		45,115,012		53.0%		45,020,116		52.9%		44,525,108		52.6%
Continuing Equity Owners		40,044,536		47.0%		40,044,536		47.1%		40,044,536		47.4%
Total		85,159,548		100.0%		85,064,652		100.0%		84,569,644		100.0%

Schedule of effects of change in ownership


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Net income (loss) attributable to Camping World Holdings, Inc.	$	9,771	$	28,703	$	(12,536)	$	31,872
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		—		(70)		(22)		(87)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(1,599)		(1,965)		(3,833)		(3,069)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		60		87		269		215
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		—		—		9,673
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	8,232	$	26,755	$	(16,122)	$	38,604

Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares				6 Months Ended		12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Non-Controlling Interests
Units held	85,159,548	85,064,652	84,569,644	85,159,548	84,569,644	85,064,652
Ownership interest	100.00%	100.00%	100.00%
CWH
Non-Controlling Interests
Units held	45,115,012	45,020,116	44,525,108	45,115,012	44,525,108	45,020,116
Ownership interest	53.00%	52.90%	52.60%	53.00%	52.60%	52.90%
Continuing Equity Owners
Non-Controlling Interests
Units held	40,044,536	40,044,536	40,044,536	40,044,536	40,044,536	40,044,536
Ownership interest	47.00%	47.10%	47.40%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 01, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Summarizes the effects of change in ownership:
Net income (loss) attributable to Camping World Holdings, Inc.			$ 9,771	$ 28,703	$ (12,536)	$ 31,872
Transfers to non-controlling interests:
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests			8,232	26,755	(16,122)	38,604
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			0	(70)	(22)	(87)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units			(1,599)	(1,965)	(3,833)	(3,069)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs			60	$ 87	$ 269	215
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC			$ 0			$ 9,673
Common Unit Giftees
Non-Controlling Interests
Number of shares gifted		2,000,000
Additional consideration	$ 0
Common Unit Giftees \| Class A common stock
Non-Controlling Interests
Number of units redeemed	2,000,000
Class A common stock issued in exchange for common units in CWGS, LLC	2,000,000
Common Unit Giftees \| Class B common stock
Non-Controlling Interests
Number of shares issued		2,000,000
Shares cancelled	2,000,000

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Total revenue	$ 1,806,505	$ 1,900,721	$ 3,170,522	$ 3,387,601
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	1,258,846	1,329,619	2,220,466	2,375,479
Operating expenses:
Selling, general, and administrative	419,676	420,887	791,149	786,613
Depreciation and amortization	20,032	17,206	39,322	31,843
Long-lived asset impairment	4,584	477	10,411	7,522
Lease termination	40	0	40	0
Loss (gain) on sale or disposal of assets	7,945	(145)	9,530	(5,132)
Total operating expenses	452,277	438,425	850,452	820,846
Income from operations	95,382	132,677	99,604	191,276
Other expense:
Floor plan interest expense	(27,799)	(20,672)	(55,681)	(41,482)
Other interest expense, net	(36,153)	(33,518)	(72,247)	(64,631)
Other expense, net	(81)	(183)	(175)	(1,683)
Total other expense	(64,033)	(54,373)	(128,103)	(107,796)
Income (loss) before income taxes	31,349	78,304	(28,499)	83,480
Income tax (expense) benefit	(7,935)	(13,581)	1,107	(13,854)
Net income (loss)	23,414	64,723	(27,392)	69,626
Less: net income (loss) attributable to non-controlling interests	(13,643)	(36,020)	14,856	(37,754)
Net income (loss) attributable to Camping World Holdings, Inc.	$ 9,771	$ 28,703	$ (12,536)	$ 31,872
Class A common stock
Earnings (loss) per share of Class A common stock:
Basic	$ 0.22	$ 0.65	$ (0.28)	$ 0.72
Diluted	$ 0.22	$ 0.64	$ (0.28)	$ 0.71
Weighted average shares of Class A common stock outstanding:
Basic	45,093	44,490	45,070	44,473
Diluted	45,244	44,804	45,070	84,783
Good Sam Services and Plans
Revenue:
Total revenue	$ 52,548	$ 51,038	$ 98,229	$ 97,405
New vehicles
Revenue:
Total revenue	847,105	800,903	1,503,191	1,447,655
Used vehicles
Revenue:
Total revenue	480,774	622,962	818,459	1,067,708
Products, service and other
Revenue:
Total revenue	235,947	247,760	413,841	455,421
Finance and insurance, net
Revenue:
Total revenue	179,016	166,934	314,470	296,706
Good Sam Club
Revenue:
Total revenue	11,115	11,124	22,332	22,706
Good Sam Services and Plans
Revenue:
Total revenue	52,548	51,038	98,229	97,405
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	17,192	17,671	32,375	33,823
RV and Outdoor Retail
Revenue:
Total revenue	1,753,957	1,849,683	3,072,293	3,290,196
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	1,241,654	1,311,948	2,188,091	2,341,656
RV and Outdoor Retail \| New vehicles
Revenue:
Total revenue	847,105	800,903	1,503,191	1,447,655
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	717,650	677,376	1,282,689	1,234,918
RV and Outdoor Retail \| Used vehicles
Revenue:
Total revenue	480,774	622,962	818,459	1,067,708
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	389,601	480,419	668,134	822,366
RV and Outdoor Retail \| Products, service and other
Revenue:
Total revenue	235,947	247,760	413,841	455,421
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	132,933	153,043	234,608	282,061
RV and Outdoor Retail \| Finance and insurance, net
Revenue:
Total revenue	179,016	166,934	314,470	296,706
RV and Outdoor Retail \| Good Sam Club
Revenue:
Total revenue	11,115	11,124	22,332	22,706
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue	$ 1,470	$ 1,110	$ 2,660	$ 2,311

Revenue - Contract Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Accounts Receivable. \| RV Service Center
Capitalized costs
Contract asset	$ 13.0	$ 16.1	$ 17.3

Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Long-Term Debt
Long-term debt	$ 1,538,068	$ 1,521,079	$ 1,548,395
Other Long-Term Debt
Long-Term Debt
Long-term debt	$ 8,087	$ 8,246	$ 8,403
Weighted average interest rate	4.27%

- Definition

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

+ References + Details

Restructuring and Long-Lived Asset Impairment - Long-lived Asset Impairment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Long-lived Asset Impairment
Long-lived asset impairment	$ 4,584	$ 476	$ 10,411	$ 7,521
Leasehold improvements
Long-lived Asset Impairment
Long-lived asset impairment	1,195		3,480	740
Operating lease right-of-use assets
Long-lived Asset Impairment
Long-lived asset impairment	3,037	476	4,327	476
Building and improvements
Long-lived Asset Impairment
Long-lived asset impairment	352		2,604
Furniture and equipment
Long-lived Asset Impairment
Long-lived asset impairment				329
Software
Long-lived Asset Impairment
Long-lived asset impairment				1,362
Construction in progress and software in development
Long-lived Asset Impairment
Long-lived asset impairment				113
Intangible Assets
Long-lived Asset Impairment
Long-lived asset impairment				4,501
Active Sports
Long-lived Asset Impairment
Long-lived asset impairment				6,648
Unrelated to restructuring activities
Long-lived Asset Impairment
Long-lived asset impairment	$ 4,584	$ 476	$ 10,411	$ 873

Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Minimum
Floor Plan Payable
Floor plan payment due period	3 days	3 days	3 days
Maximum
Floor Plan Payable
Floor plan payment due period	10 days	10 days	10 days
Floor Plan Facility
Floor Plan Payable
Total commitment	$ 1,850,000	$ 1,700,000	$ 1,850,000
Less: borrowings	(1,296,352)	(1,155,356)	(1,371,145)
Less: FLAIR offset account	(199,522)	(133,483)	(145,047)
Additional borrowing capacity	354,126	411,161	333,808
Less: short-term payable for sold inventory	(97,209)	(66,624)	(41,577)
Less: purchase commitments	(31,382)	(22,039)	(27,420)
Unencumbered borrowing capacity	225,535	322,498	264,811
Line of Credit \| Floor Plan Facility
Floor Plan Payable
Total commitment	70,000	70,000	70,000
Less: borrowings	(31,885)	(20,885)	(20,885)
Additional borrowing capacity	38,115	49,115	49,115
Letters of credit \| Floor Plan Facility
Floor Plan Payable
Total commitment	30,000	30,000	30,000
Less: outstanding letters of credit	(12,300)	(11,371)	(12,300)
Additional letters of credit capacity	$ 17,700	$ 18,629	$ 17,700

Income Taxes (Details) - USD ($) $ in Millions					6 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Jan. 01, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Effective tax rate (as a percent)					3.90%	16.60%
Federal income tax rate (as a percent)					21.00%	21.00%
Increase in net deferred tax assets due to payments under tax receivable agreement				$ 6.3
Increase in non-current portion of Tax Receivable Agreement liability				5.4
Increase in additional paid-in capital				$ 0.9
CWGS, LLC \| Class A common stock
Units redeemed				2,000,000.0
Continuing Equity Owners \| Related party
Number of units redeemed	0				0
Tax receivable agreement
Expected future tax benefits retained by the Company (as a percent)					15.00%
Tax receivable agreement \| Chief Executive Officer \| Related party \| CWGS, LLC
Number of units redeemed				2,000,000.0
Tax receivable agreement \| Continuing Equity Owners and Crestview partners II GP LP \| Related party
Payment, as percent of tax benefits (as a percent)					85.00%
CWGS, LLC
Ownership interest	100.00%	100.00%	100.00%
CWH \| CWGS, LLC
Ownership interest	53.00%	52.90%	52.60%		53.00%	52.60%	52.90%