Schedule I: Condensed Financial Information of Registrant

Camping World Holdings, Inc.

Condensed Balance Sheet

(Parent Company Only)

(In Thousands Except Share Amounts)


	December 31,
	2016
Assets
Current assets:
Cash and cash equivalents	$	2,232
Total current assets		2,232

Deferred tax asset		122,444
Investment in subsidiaries		(30,139)
Total assets	$	94,537

Liabilities and stockholders' equity
Current liabilities:
Accrued liabilities	$	110
Income tax payable		268
Current portion of liabilities under tax receivable agreement		991
Total current liabilities		1,369

Liabilities under tax receivable agreement, net of current portion		18,190
Total liabilities		19,559

Commitments and contingencies		—

Stockholders' equity:
Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2016		—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 18,935,916 issued and outstanding as of December 31, 2016		189
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued; and 62,002,729 outstanding as of December 31, 2016		6
Class C common stock, par value $0.0001 per share – one share authorized; one issued and outstanding as of December 31, 2016		—
Additional paid-in capital		74,239
Retained earnings		544
Total stockholders' equity		74,978
Total liabilities and stockholders' equity	$	94,537

See accompanying Notes to Condensed Financial Statements

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Condensed Statement of Income

(Parent Company Only)

(In Thousands)


	Year Ended
	December 31,
	2016
Revenue:
Intercompany revenue	$	1,564
Total revenue		1,564

Operating expenses:
Selling, general, and administrative		1,564
Total operating expenses		1,564

Income from operations		—

Equity in net income of subsidiaries		3,350

Income before income taxes		3,350
Income tax expense		(1,291)
Net income	$	2,059

See accompanying Notes to Condensed Financial Statements

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Condensed Statement of Cash Flows

(Parent Company Only)

(In Thousands)


	Year Ended
	December 31,
	2016
Operating activities
Net income	$	2,059

Adjustments to reconcile net income to net cash used in operating activities:
Equity in net income of subsidiaries		(3,350)
Deferred tax expense		965
Change in assets and liabilities, net of acquisitions:
Accrued expenses		(471)
Income taxes payable		684
Net cash used in operating activities		(113)

Investing activities
Purchases of LLC Interest from CWGS, LLC		(243,845)
Distributions received from CWGS, LLC		3,889
Net cash used in investing activities		(239,956)

Financing activities
Proceeds from issuance of Class A common stock sold in an initial public offering net of underwriter discounts and commissions		243,809
Proceeds from issuance of Class B common stock		7
Dividends paid to Class A common stockholders		(1,515)
Net cash provided by financing activities		242,301

Increase in cash		2,232
Cash at beginning of year		—
Cash at end of the year	$	2,232

See accompanying Notes to Condensed Financial Statements

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Notes to Condensed Financial Statements

(Parent Company Only)

December 31, 2016

1. Organization

Camping World Holdings, Inc. (the “Parent Company”) was formed on March 8, 2016 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC”), and certain deferred tax assets

On October 13, 2016, the Parent Company completed an initial public offering ("IPO") of 11,872,200 shares of its Class A common stock at a public offering price of $22.00 per share, which includes 508,564 shares issued pursuant to the underwriters' over-allotment option on November 4, 2016. The Parent Company received $243.8 million in proceeds, net of underwriting discounts and commissions, which it used to purchase newly-issued common units from CWGS, LLC at a price per interest equal to the IPO price of its Class A common stock.

The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC’s Senior Secured Credit Facilities. See Note 7 to the consolidated financial statements.

2. Basis of Presentation

These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Camping World Holdings, Inc. and the accompanying notes thereto, included in this Annual Report on Form 10-K. For purposes of these condensed financial statements, the Parent Company's interest in CWGS, LLC is recorded based upon its proportionate share of CWGS, LLC's net assets (similar to presenting them on the equity method).

The Parent Company is the sole managing member of CWGS, LLC, and pursuant to the Amended and Restated LLC Agreement of CWGS, LLC (the “LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized.

Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. $1.6 million and $3.4 million of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation for the year ended December 31, 2016. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $19.2 million as of December 31, 2016.

3. Commitments and Contingencies

On October 6, 2016, the Parent Company entered into a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 10 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 10 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2016, liabilities under the tax receivable agreement totaled $19.2 million.