10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.  20549

FORM 10-Q/A

(Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

Commission file number:  001-37908

CAMPING WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-1737145
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

250 Parkway Drive, Suite 270

Lincolnshire, IL 60069

Telephone: (847) 808-3000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer                   ☐
Non-accelerated filer    ☒	Smaller reporting company  ☐
(Do not check if a smaller reporting company)
	Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐  No  ☒

As of May 2, 2017, the registrant had 19,302,399 shares of Class A common stock, 62,002,729 shares of Class B common stock and one share of Class C common stock outstanding.

EXPLANATORY NOTE

Camping World Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this “Amendment”) to restate and amend the Company’s previously issued condensed consolidated financial statements and related financial information as of and for the three months ended March 31, 2017 and 2016 previously included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “Original Filing”), which was previously filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2017 (the “Original Filing Date”). In connection therewith, this Amendment amends and restates in their entirety the following items in the Original Filing: Item 1 of Part I “Financial Statements”; Item 2 of Part I “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and Item 4 of Part I “Controls and Procedures”. For the convenience of the reader, this Amendment sets forth the Original Filing, as modified where necessary to reflect the foregoing restatement and revisions. In addition, pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, Item 6 of Part II of the Original Filing has been amended to contain currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are attached as Exhibits 31.1, 31.2, 32.1, 32.2 to this Amendment. We have also updated our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101.

As described in the Company’s Current Report on Form 8-K filed March 13, 2018, on March 10, 2018, the Audit Committee of our Board of Directors (the “Audit Committee”), after discussion with Company management and Ernst & Young LLP, our independent registered public accounting firm, determined that the audited consolidated financial statements as of and for the year ended December 31, 2016 included in our Annual Report on Form 10-K for the year ended December 31, 2016 and the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2017 included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 previously filed with the SEC should no longer be relied upon and should be amended to reflect the adjustments described herein.

Except as described herein, this Amendment does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the Original Filing Date. As such, this Amendment speaks only as of the Original Filing Date, and the Company has not undertaken to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.

Background

On October 13, 2016, the Company completed an initial public offering of 11,363,636 shares of the Company’s Class A common stock at a public offering price of $22.00 per share (the “IPO”). The Company received $233.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 11,363,636 newly-issued common units from CWGS Enterprises, LLC (“CWGS, LLC”) at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, the Company closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions.

Following the purchase of newly-issued common units from CWGS, LLC as described above, the Company’s deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis). In connection with preparing its financial statements for the year ended December 31, 2017, the Company determined that a portion of the outside basis deferred tax asset related to its acquisition of the direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Company were to dispose of its investment in CWGS, LLC, which the Company has no

current plan to do. Accordingly, the Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its deferred tax asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at March 31, 2017 the valuation allowance against this portion of its deferred tax asset was $102.6 million.

Additional information regarding the impact of the valuation allowance against the portion of the Company’s outside basis deferred tax asset related to its acquisition of a direct interest in CWGS, LLC through newly issued LLC units as of December 31, 2016 and March 31, 2017, is contained under the caption “Restatement of Previously Issued Financial Statements” in Note 1 “Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements included in this Amendment.

Along with restating our financial statements for the correction discussed above, we are making adjustments for certain immaterial items with respect to the three months ended March 31, 2017 and 2016. The Company determined the effect of these corrections was not material to the previously issued financial statements for the years ended December 31, 2016 and 2015, the interim quarterly periods therein or the interim quarterly periods in the year ended December 31, 2017. In conjunction with the restatement described above, we have determined it would be appropriate within this Amendment to record these adjustments for the respective periods. Please refer to the section under the caption “Restatement of Previously Issued Financial Statements” in Note 1 “Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements in this Amendment for more information regarding the effect of these adjustments.

Restatement of Conclusion Regarding Disclosure Controls and Procedures

At the time of the Original Filing, our chief executive officer (“CEO”) (principal executive officer) and chief financial officer (“CFO”) (principal financial officer) concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2017. Subsequent to that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2017 because of the material weaknesses in internal control over financial reporting described in Item 4 of Part I “Controls and Procedures” of this Amendment. As a result, we have restated Item 4 of Part I “Controls and Procedures” to reflect the revised conclusion and to include disclosure of the material weaknesses.

Camping World Holdings, Inc.

Quarterly Report on Form 10-Q/A

For the Quarterly Period Ended March 31, 2017

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)	5
	Unaudited Condensed Consolidated Balance Sheets – March 31, 2017 and December 31, 2016	5
	Unaudited Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2017 and 2016	6
	Unaudited Condensed Consolidated Statement of Stockholders’ Deficit – Three Months Ended March 31, 2017	7
	Unaudited Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2017 and 2016	8
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4	Controls and Procedures	45
PART II. OTHER INFORMATION
Item 1	Legal Proceedings	46
Item 1A	Risk Factors	47
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3	Defaults Upon Senior Securities	47
Item 4	Mine Safety Disclosures	47
Item 5	Other Information	47
Item 6	Exhibits	47
Exhibit Index		47
Signatures		49

BASIS OF PRESENTATION

As used in this Quarterly Report on Form 10-Q/A, unless the context otherwise requires, references to:

· “we,” “us,” “our,” the “Company,” “Camping World” and similar references refer to Camping World Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC, which we refer to as “CWGS, LLC” and, unless otherwise stated, all of its subsidiaries.

· “Annual Report” refers to our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”) on March 13, 2017.

· “Continuing Equity Owners” refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders and each of their permitted transferees that continue to own common units in CWGS, LLC after the IPO and the Reorganization Transactions (each as defined in Note 1 – Summary of Significant Accounting Policies to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q/A) and who may redeem at each of their options their common units for, at our election (determined solely by our independent directors within the meaning of the rules of the New York Stock Exchange who are disinterested), cash or newly issued shares of our Class A common stock.

· “Crestview” refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P.

· “CWGS LLC Agreement” refers to CWGS, LLC’s amended and restated limited liability company agreement, as amended to date.

· “Former Equity Owners” refers to those Original Equity Owners controlled by Crestview Partners II GP, L.P. that have exchanged their direct or indirect ownership interests in CWGS, LLC for shares of our Class A common stock in connection with the consummation of our IPO.

· “Former Profit Unit Holders” refers collectively to our named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, and certain other current and former non-executive employees and former directors, in each case, who held existing common units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and who received common units of CWGS, LLC in exchange for their profit units in connection with our IPO.

· “ML Acquisition” refers to ML Acquisition Company, LLC, a Delaware limited liability company, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis.

· “ML Related Parties” refers to ML Acquisition and its permitted transferees of common units.

· “ML RV Group” refers to ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus Lemonis.

· “Original Equity Owners” refers to the direct and certain indirect owners of interests in CWGS, LLC, collectively, prior to the Reorganization Transactions and Recapitalization (as defined in Note 1 – Summary of Significant Accounting Policies and Note 13 – Stockholders’ Equity to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q/A, respectively) which includes ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders.

· “Tax Receivable Agreement” refers to the tax receivable agreement that the Company entered into with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. in connection with the Company’s IPO.

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q/A contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this Form 10-Q/A may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected new retail location openings, including greenfield locations and acquired locations; profitability of new retail locations; future capital expenditures and debt service obligations; refinancing, retirement or exchange of outstanding debt; expectations regarding consumer behavior and growth; our comparative advantages and our plans and ability to expand our consumer base; our ability to respond to changing business and economic conditions; volatility in sales; our ability to drive growth; expectations related to the bankruptcy auction for certain assets of Gander Mountain and its Overton’s boating business and related transactions; expectations regarding increase of certain expenses; and the Company’s plan with regards to the disposition of its investments in CWGS, LLC and its expectations related to realization of a portion of certain outside basis deferred tax asset are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’ ‘‘could,’’ ‘‘intends,’’ ‘‘targets,’’ ‘‘projects,’’ ‘‘contemplates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential’’ or ‘‘continue’’ or the negative of these terms or other similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these important factors include, but are not limited to, the following:

· the availability of financing to us and our customers;

· fuel shortages, or high prices for fuel;

· the well-being, as well as the continued popularity and reputation for quality, of our manufacturers;

· general economic conditions in our markets, and ongoing economic and financial uncertainties;

· our ability to attract and retain customers;

· competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast;

· our expansion into new, unfamiliar markets as well as delays in opening or acquiring new retail locations;

· unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions;

· our failure to maintain the strength and value of our brands;

· our ability to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends;

· fluctuations in our same store sales and whether they will be a meaningful indicator of future performance;

· the cyclical and seasonal nature of our business;

2

· our ability to operate and expand our business and to respond to changing business and economic conditions, which depends on the availability of adequate capital;

· the restrictive covenants in our Senior Secured Credit Facilities and Floor Plan Facility;

· our reliance on three fulfillment and distribution centers for our retail, e-commerce and catalog businesses;

· natural disasters, whether or not caused by climate change, unusual weather condition, epidemic outbreaks, terrorist acts and political events;

· our dependence on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations;

· whether third party lending institutions and insurance companies will continue to provide financing for RV purchases;

· our inability to retain senior executives and attract and retain other qualified employees;

· our ability to meet our labor needs;

· our inability to maintain the leases for our retail locations or locate alternative sites for our stores in our target markets and on terms that are acceptable to us;

· our business being subject to numerous federal, state and local regulations;

· regulations applicable to the sale of extended service contracts;

· our dealerships’ susceptibility to termination, non-renewal or renegotiation of dealer agreements if state dealer laws are repealed or weakened;

· our failure to comply with certain environmental regulations;

· climate change legislation or regulations restricting emission of ‘‘greenhouse gases;’’

· a failure in our e-commerce operations, security breaches and cybersecurity risks;

· our inability to enforce our intellectual property rights and accusations of our infringement on the intellectual property rights of third parties;

· our inability to maintain or upgrade our information technology systems or our inability to convert to alternate systems in an efficient and timely manner;

· disruptions to our information technology systems or breaches of our network security;

· Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition Company, LLC and ML RV Group, LLC, has substantial control over us and may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, including, but not limited to, the election of directors;

· the exemptions from certain corporate governance requirements that we will qualify for, and intend to rely on, due to the fact that we are a ‘‘controlled company’’ within the meaning of the New York Stock Exchange, or NYSE, listing requirements;

· whether we are able to realize any tax benefits that may arise from our organizational structure and any redemptions or exchanges of CWGS Enterprises, LLC common units for cash or stock; and

· the other factors set forth under ‘‘Risk Factors’’ in Item 1A of Part I of our Annual Report.

3

We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Form 10-Q/A are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. For a further discussion of the risks relating to our business, see “Item 1A—Risk Factors” in Part I of our Annual Report.

4

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In Thousands Except Per Share Amounts)

	March 31,		December 31,
	2017		2016
		(Restated)		(Restated)
Assets
Current assets:
Cash and cash equivalents	$	174,734	$	114,196
Contracts in transit		69,009		29,012
Accounts receivable, net		62,774		58,488
Inventories, net		992,445		902,711
Prepaid expenses and other assets		19,640		21,755
Total current assets		1,318,602		1,126,162
Property and equipment, net		141,936		130,760
Deferred tax assets, net		23,596		24,433
Intangibles assets, net		3,043		3,386
Goodwill		198,937		153,105
Other assets		18,349		17,931
Total assets	$	1,704,463	$	1,455,777
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable	$	108,700	$	68,655
Accrued liabilities		94,055		78,044
Deferred revenues and gains		67,474		71,128
Current portion of capital lease obligations		1,117		1,224
Current portion of Tax Receivable Agreement liability		208		991
Current portion of long-term debt		7,400		6,450
Notes payable – floor plan, net		695,533		625,185
Other current liabilities		20,669		16,745
Total current liabilities		995,156		868,422
Capital lease obligations, net of current portion		591		841
Right to use liability		10,307		10,343
Tax receivable agreement liability, net of current portion		19,125		18,190
Long-term debt, net of current portion		711,797		620,303
Deferred revenues and gains		58,758		57,659
Other long-term liabilities		27,272		24,156
Total liabilities		1,823,006		1,599,914
Commitments and contingencies
Stockholders' deficit:
Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of March 31, 2017 and December 31, 2016		—		—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 18,946,040 issued and 18,946,000 outstanding as of March 31, 2017 and 18,935,916 issued and outstanding as of December 31, 2016		189		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 March 31, 2017 and December 31, 2016		6		6
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of March 31, 2017 and December 31, 2016		—		—
Additional paid-in capital		(29,780)		(30,006)
Retained earnings		4,690		71
Total stockholders' deficit attributable to Camping World Holdings, Inc.		(24,895)		(29,740)
Non-controlling interests		(93,648)		(114,397)
Total stockholders' deficit		(118,543)		(144,137)
Total liabilities and stockholders' deficit	$	1,704,463	$	1,455,777

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

5

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In Thousands Except Per Share Amounts)

	Three Months Ended
	March 31,
	2017		2016
	(Restated)		(Restated)
Revenue:
Consumer services and plans	$	50,246	$	44,998
Retail
New vehicles		503,304		408,608
Used vehicles		145,819		178,167
Parts, services and other		116,223		113,484
Finance and insurance, net		66,043		50,774
Subtotal		831,389		751,033
Total revenue		881,635		796,031
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Consumer services and plans		21,147		19,881
Retail
New vehicles		435,062		349,311
Used vehicles		111,902		145,512
Parts, services and other		61,595		59,635
Subtotal		608,559		554,458
Total costs applicable to revenue		629,706		574,339
Operating expenses:
Selling, general, and administrative		175,490		160,388
Depreciation and amortization		6,853		5,891
Gain on sale of assets		(318)		(24)
Total operating expenses		182,025		166,255
Income from operations		69,904		55,437
Other income (expense):
Floor plan interest expense		(5,302)		(5,142)
Other interest expense, net		(9,404)		(12,748)
Loss on debt restructure		—		—
Tax Receivable Agreement liability adjustment		17		—
		(14,689)		(17,890)
Income before income taxes		55,215		37,547
Income tax expense		(5,592)		(371)
Net income	$	49,623		37,176
Less: net income attributable to non-controlling interests		(42,101)		—
Net income attributable to Camping World Holdings, Inc.	$	7,522	$	37,176
Earnings per share of Class A common stock (1):
Basic	$	0.40
Diluted	$	0.38
Weighted average shares of Class A common stock outstanding (1):
Basic		18,946
Diluted		83,772
Dividends declared per share	$	0.15

(1) Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 16 — Earnings Per Share.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

6

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statement of Stockholders' Deficit

(In Thousands)

										Additional				Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Retained		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		Earnings		Interest		Total
Balance at January 1, 2017 (Restated)	18,936		189	62,003		6	—		—		(30,006)		71		(114,397)		(144,137)
Equity-based compensation	—		—	—		—	—		—		719		—		—		719
Vesting of restricted stock units	—		—	—		—	—		—		—		—		—		—
Repurchases of Class A common stock	—		—	—		—	—		—		—		—		—		—
Redemption of LLC common units for Class A common stock	10		—	—		—	—		—		150		—		16		166
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(21,907)		(21,907)
Dividends	—		—	—		—	—		—		—		(2,903)		—		(2,903)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	—		—	—		—	—		—		(104)		—		—		(104)
Non-controlling interest adjustment	—		—	—		—	—		—		(539)		—		539		—
Net income	—		—	—		—	—		—		—		7,522		42,101		49,623
Balance at March 31, 2017 (Restated)	18,946	$	189	62,003	$	6	—	$	—	$	(29,780)	$	4,690	$	(93,648)	$	(118,543)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

7

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)

	Three Months Ended March 31,
	2017		2016
		(Restated)		(Restated)
Operating activities
Net income	$	49,623	$	37,176
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		6,853		5,891
Equity-based compensation		719		—
Gain on sale of assets		(318)		(24)
Provision for losses on accounts receivable		(20)		269
Accretion of original issue discount		257		302
Non-cash interest		1,169		1,249
Deferred income taxes		1,068		121
Gain on remeasurement of Tax Receivable Agreement		(17)		—
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit		(44,263)		(41,435)
Inventories		(61,336)		(113,879)
Prepaid expenses and other assets		1,350		(4,291)
Checks in excess of bank balance		—		4,464
Accounts payable and other accrued expenses		31,709		25,250
Accrued rent for cease-use locations		121		(73)
Deferred revenue and gains		(2,555)		(2,304)
Other, net		2,622		(1,039)
Net cash used in operating activities		(13,018)		(88,323)
Investing activities
Purchases of property and equipment		(10,029)		(7,023)
Purchase of real property		(6,024)		(9,482)
Proceeds from the sale of real property		—		1,244
Purchases of businesses, net of cash acquired		(75,448)		(60,251)
Proceeds from sale of property and equipment		379		2,708
Net cash used in investing activities	$	(91,122)	$	(72,804)

8

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)

	Three Months Ended March 31,
	2017		2016
		(Restated)		(Restated)
Financing activities
Proceeds from long-term debt	$	94,762	$	—
Payments on long-term debt		(1,850)		(10,020)
Net borrowings on notes payable – floor plan, net		98,140		128,118
Payments of principal on capital lease obligations		(357)		(416)
Payments of principal on right to use liability		(36)		(56)
Payment of debt issuance costs		(1,171)		—
Dividends on Class A common stock		(2,903)		—
Members' distributions		(21,907)		(28,568)
Net cash provided by financing activities		164,678		89,058
Increase (decrease) in cash		60,538		(72,069)
Cash at beginning of the period		114,196		92,025
Cash at end of the period	$	174,734	$	19,956

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), 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 Securities and Exchange Commission (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 fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three months ended March 31, 2017 are unaudited. The condensed consolidated balance sheet as of December 31, 2016 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, 2016 (the “Annual Report”) filed with the SEC on March 13, 2017. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions (the “Reorganization Transactions”) that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of March 31, 2017, CWH owned 22.6% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and related Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.

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

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The operations of the Company consist of two primary businesses: (i) Consumer Services and Plans, and (ii) Retail. The Company provides consumer services and plans offerings through its Good Sam brand and the Company provides its retail offerings through its Camping World brand. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, the Company primarily derives revenues from the sale of the following products: new vehicles; used vehicles; parts and service, including recreational vehicle (“RV”) accessories and supplies; and finance and insurance. The Company primarily operates in various regions throughout the

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United States and markets its products and services to RV owners and camping enthusiasts. At March 31, 2017, the Company operated 126 Camping World retail locations, of which 109 locations sell new and used RVs, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser.

Restatement of Previously Issued Financial Statements

Following the purchase of newly-issued common units from CWGS, LLC in connection with the IPO, the Company’s deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis) (the “Outside Basis Deferred Tax Asset”). In connection with preparing its financial statements for the year ended December 31, 2017, the Company determined that a portion of the Outside Basis Deferred Tax Asset related to its acquisition of the direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Company were to dispose of its investment in CWGS, LLC, which the Company has no current plan to do. Accordingly, the Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its Outside Basis Deferred Tax Asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at March 31, 2017 the valuation allowance was $102.6 million.

Because the Company’s consolidated financial statements as of and for the year ended December 31, 2016 included the Outside Basis Deferred Tax Asset, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2016 to reflect a valuation allowance against the portion of the deferred tax asset related to the outside basis difference of $102.7 million. Accordingly, the Company has restated its condensed consolidated financial statements and related notes (including Notes 11 and 17) as of and for the three months ended March 31, 2017 to reflect the effect of this 2016 adjustment on the subsequent periods (the “Restatement”). There was no impact on net income or cash flows for the related periods affected by the Restatement.

The Company also corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were also identified in connection with the preparation of the financial statements for the year ended December 31, 2017, and related to i) the lack of deferral of a portion of Good Sam roadside assistance policies sold through the finance and insurance process with the sale of new and used vehicles, ii) the application of a portion of certain vendor rebates against the related inventory balances, iii) the elimination of intercompany allocation of certain revenue from new and used vehicles to consumer services and plans, and iv) the allocation of the intercompany markup between costs applicable to new and used vehicles. To quantify these errors, management performed an analysis of deferred roadside assistance policies and vendor rebates applicable to ending inventory for the years ended December 31, 2016, 2015, 2014, and 2013 and the interim periods in 2017 and 2016. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108 and, determined the effect of these corrections was not material to the previously issued financial statements as of and for the years ended December 31, 2016 and 2015. As a result of also correcting these errors, new vehicles revenue, used vehicles revenue, finance and insurance, net revenue, costs applicable to revenue – new vehicles, costs applicable to revenue – used vehicles, all within the retail segment, and net income attributable to non-controlling interests and earnings per share, basic and diluted have been revised (the “Immaterial Adjustments”). There was no effect on any per share amounts prior to the quarter ended December 31, 2016 as such periods were before the Company’s IPO, see Note 16 — Earnings Per Share.

The following table presents the effect of the Restatement and the Immaterial Adjustments on the Company’s condensed consolidated balance sheets for the periods indicated.

	As of March 31, 2017						As of December 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Inventories	$	998,595	$	(6,150)	$	992,445	$	909,254	$	(6,543)	$	902,711
Total current assets		1,324,752		(6,150)		1,318,602		1,132,705		(6,543)		1,126,162
Deferred tax asset		124,902		(101,306)		23,596		125,878		(101,445)		24,433
Total assets		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777
Deferred revenues and gains, current portion		64,902		2,572		67,474		68,643		2,485		71,128
Total current liabilities		992,584		2,572		995,156		865,937		2,485		868,422
Deferred revenues and gains, long-term portion		53,150		5,608		58,758		52,210		5,449		57,659

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	As of March 31, 2017						As of December 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Total liabilities		1,814,826		8,180		1,823,006		1,591,980		7,934		1,599,914
Additional paid-in capital		74,362		(104,142)		(29,780)		74,239		(104,245)		(30,006)
Retained earnings		5,094		(404)		4,690		544		(473)		71
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		79,651		(104,546)		(24,895)		74,978		(104,718)		(29,740)
Non-controlling interest		(82,558)		(11,090)		(93,648)		(103,193)		(11,204)		(114,397)
Stockholders' deficit		(2,907)		(115,636)		(118,543)		(28,215)		(115,922)		(144,137)
Total liabilities and stockholders' deficit		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777

The following table presents the effect of the Immaterial Adjustments on the Company’s condensed consolidated statements of operations for the periods indicated.

	Three Months Ended March 31, 2017						Three Months Ended March 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Revenue:
New vehicles	$	504,586	$	(1,282)	$	503,304	$	409,476	$	(868)	$	408,608
Used vehicles		146,471		(652)		145,819		178,763		(596)		178,167
Finance and insurance, net		66,289		(246)		66,043		51,027		(253)		50,774
Retail segment revenues		833,569		(2,180)		831,389		752,750		(1,717)		751,033
Total revenue		883,815		(2,180)		881,635		797,748		(1,717)		796,031
Costs applicable to revenue- new vehicles		438,148		(3,086)		435,062		350,848		(1,537)		349,311
Costs applicable to revenue- used vehicles		111,143		759		111,902		145,088		424		145,512
Retail segment costs applicable to revenue		610,886		(2,327)		608,559		555,571		(1,113)		554,458
Total costs applicable to revenue		632,033		(2,327)		629,706		575,452		(1,113)		574,339
Income from operations		69,757		147		69,904		56,041		(604)		55,437
Income before income taxes		55,068		147		55,215		38,151		(604)		37,547
Income tax expense		(5,627)		35		(5,592)		(371)		—		(371)
Net income		49,441		182		49,623		37,780		(604)		37,176
Net income attributable to non-controlling interests		(41,988)		(113)		(42,101)		—		—		—
Net income attributable to Camping World Holdings, Inc.		7,453		69		7,522		37,780		(604)		37,176
Earnings per share of Class A common stock:
Basic	$	0.39	$	0.01	$	0.40
Diluted	$	0.37	$	0.01	$	0.38

While the error corrections did not have an impact on cash provided by or used in operating, investing, or financing activities, the applicable line items on the above tables within cash provided by operating activities on the consolidated statements of cash flows have been appropriately revised for the periods presented. The impact of these error corrections to relevant segment financial information is presented in Note 17 to these unaudited condensed consolidated financial statements.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long lived assets, assets held for sale, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

Recently Adopted Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-

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11”). The amendments in the accounting standard replace the lower of cost or market test with a lower of cost and net realizable value test. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2016. The Company adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU amends guidance on the classification and measurement of financial instruments. Although ASU 2016-01 retains many current requirements, it significantly revises an entity’s accounting related to investments in equity securities, excluding those accounted for under the equity method of accounting or those that result in the consolidation of the investee. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. One of the amendments eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017, which eliminated the disclosure requirements discussed above, and the adoption did not materially impact its consolidated financial statements or results of operations.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with Accounting Standards Codification (“ASC”) Topic No. 606. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and must be applied prospectively. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2014-09, which are effective upon the adoption of ASU 2014-09. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity will be required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The

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amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. To assess the impact of the ASU, the Company established an internal implementation team to review its current accounting policies and practices, identify all material revenue streams, assess the impact of the ASU on its material revenue streams and identify potential differences with current policies and practices. The Company’s internal implementation team is in the process of performing its initial review of the likely impacts that the application of the amendments in this ASU will have on its consolidated financial statements. The team has identified the Company’s material revenue streams to be the sale of new and used vehicles; the sale of parts, RV accessories, and supplies; the performance of vehicle maintenance and repair services; the arrangement of associated vehicle financing; the sale of insurance and emergency roadside assistance contracts; and the sale of club memberships. Currently, the team has not completed its assessment of the changes, if any, to its current revenue recognition policies and practices. The Company’s implementation team is in the preliminary stages of evaluating the additional disclosure requirements of the ASU, as well as the change, if any, to the Company’s underlying accounting and financial reporting systems and processes necessary to support the recognition and disclosure requirements. The Company expects to identify and implement the necessary changes, if any, during 2017. The Company expects to be able to evaluate the impact of this update on its consolidated financial statements during the quarter ending June 30, 2017. The Company currently expects to adopt the amendments of this ASU as of January 1, 2018, as a cumulative effect adjustment as of the date of adoption, but will not make a final decision on the adoption method until later in 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of the ASU will have a significant impact on its consolidated balance sheet, as currently most of its real estate is leased via operating leases. Adoption of this ASU is required to be done using a modified retrospective approach.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

2. Inventories, Net and Floor Plan Payable

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2017		2016
New RV vehicles	$	806,282	$	721,091
Used RV vehicles		71,965		78,787
Parts, accessories and miscellaneous		114,198		102,833
	$	992,445	$	902,711

New and used vehicles included in retail inventories are primarily financed by floor plan arrangements through a syndication of banks. The floor plan notes are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, which operates the Camping World dealerships, and bear interest at one month London Interbank Offered Rate (“LIBOR”) plus 2.15% as of March 31, 2017 and 2.05% as of December 31, 2016. LIBOR, as defined, was 0.78% at March 31, 2017 and 0.62% as of December 31, 2016. Principal is due upon the sale of the related vehicle.

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In August 2015, FR entered into a Sixth Amended and Restated Credit Agreement for floor plan financing (“Floor Plan Facility”) to extend the maturity date to August 2018. On July 1, 2016, FR entered into Amendment No. 1 to the Sixth Amended and Restated Credit Agreement for the Floor Plan Facility to, among other things, increase the available amount under the Floor Plan Facility from $880.0 million to $1.18 billion, amend the applicable borrowing rate margin on LIBOR and base rate loans ranging from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR, and extend the maturity date to June 30, 2019. The letter of credit commitment within the Floor Plan Facility remained at $15.0 million. The Floor Plan Facility includes an offset account that allows the Company to transfer cash as an offset to the payable under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into the Company’s operating cash accounts. When the Company uses the floor plan offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of income. The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at March 31, 2017 and December 31, 2016.

At March 31, 2017 and December 31, 2016, the principal amount outstanding under the Floor Plan Facility was $695.5 million and $625.2 million, respectively, which was net of the floor plan offset account of $81.5 million and $68.5 million, respectively.

3. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by reportable segments for the three months ended March 31, 2017 (in thousands):

	Consumer
	Services and
	Plans		Retail		Consolidated
Balance as of December 31, 2016	$	49,944	$	103,161	$	153,105
Acquisitions		—		45,832		45,832
Balance as of March 31, 2017	$	49,944	$	148,993	$	198,937

The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2017 and December 31, 2016 (in thousands):

	March 31,		December 31,
	2017		2016
Gross membership and customer lists	$	9,485	$	9,485
Less: accumulated amortization		(6,442)		(6,099)
Intangible assets, net	$	3,043	$	3,386

Our principal identifiable finite-lived intangible assets are membership and customer lists with weighted-average useful lives of approximately five years each.

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4. Long-Term Debt

Long-term debt consists of the following (in thousands):

	March 31,		December 31,
	2017		2016
Term Loan Facility (1)	$	719,197	$	626,753
Less: current portion		(7,400)		(6,450)
	$	711,797	$	620,303

⁽¹⁾ Net of $6.3 million and $6.3 million of original issue discount at March 31, 2017 and December 31, 2016, respectively, and $12.6 million and $11.9 million of finance costs at March 31, 2017 and December 31, 2016, respectively.

Existing Senior Secured Credit Facilities

On November 8, 2016, CWGS Group, LLC, a wholly owned subsidiary of CWGS, LLC, entered into a new $680.0 million senior secured credit facility (“Existing Senior Secured Credit Facilities”) and used the proceeds to repay its previous senior secured credit facilities (“Previous Senior Secured Credit Facilities”). The Existing Senior Secured Credit Facilities consists of a seven-year $645.0 million Term Loan Facility (“Existing Term Loan Facility”) and a five-year $35.0 million revolving credit facility (“Existing Revolving Credit Facility”). On March 17, 2017, CWGS Group, LLC entered into an amendment to the Existing Senior Secured Credit Facilities to increase the Existing Term Loan Facility by $95.0 million to $740.0 million. The net proceeds from the additional borrowings are intended to be used by FreedomRoads to purchase dealerships. No other terms of the credit agreement governing our Existing Senior Secured Credit Facilities were amended in connection with the amendment. The Existing Term Loan Facility includes mandatory amortization at 1% per annum in equal quarterly installments.

Interest on the Existing Term Loan Facility floats at the Company’s option at a) LIBOR multiplied by the statutory reserve rate (such product, the “Adjusted LIBOR Rate”), subject to a 0.75% floor, plus an applicable margin of 3.75%, or b) an Alternate Base Rate (“ABR”) equal to 2.75% per annum plus the greater of: (i) the prime rate published by The Wall Street Journal (the “WSJ Prime Rate”), (ii) federal funds effective rate plus 0.50%, or (iii) on-month Adjusted LIBOR Rate plus 1.00%, subject to a 1.75% floor. Interest on borrowings under the Existing Revolving Credit Facility is at the Company’s option of a) 3.25% to 3.50% per annum subject to a 0.75% floor in the case of a Eurocurrency loan, or b) 2.25% to 2.50% per annum plus the greater of the WSJ Prime Rate, federal funds effective rate plus 0.50%, or one-month Adjusted LIBOR Rate plus 1.00% in the case of an ABR loan, based on the Company’s total leverage ratio as defined in the Existing Senior Secured Credit Facilities. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Existing Senior Secured Credit Facility. Reborrowings under the Existing Term Loan Facility are not permitted.

Following the end of each fiscal year, commencing with the fiscal year ending December 31, 2017, the Company is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Existing Senior Secured Credit Facilities, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% if the total leverage ratio, as defined, is 1.50 to 1.00 or greater but less than 2.00 to 1.00. If the total leverage ratio is less than 1.50 to 1.00, no prepayment of excess cash flow is required.

The Existing Revolving Credit Facility matures on November 8, 2021, and the Existing Term Loan Facility matures on November 8, 2023. The funds available under the Existing Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $15.0 million may be allocated to such letters of credit. As of March 31, 2017, the interest rate on the term debt was 4.60%. As of March 31, 2017 and December 31, 2016, the Company had available borrowings of $31.8 million and $31.8 million, respectively and letters of credit in the aggregate amount of $3.2 million and $3.2 million outstanding, respectively, under the Existing Revolving Credit Facility. As of March 31, 2017 and December 31, 2016, the principal balance of $738.2 million and $645.0 million was outstanding under the Existing Term Loan Facility and no amounts were outstanding on the Existing Revolving Credit Facility.

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CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to meet the financial obligations associated with the Existing Senior Secured Credit Facilities is dependent on the earnings and cash flows of its operating subsidiaries, primarily Good Sam Enterprises, LLC and FR, and their ability to upstream dividends. The Existing Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FR and its subsidiaries. The Existing Senior Secured Credit Facilities contain certain restrictive covenants including, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the prepayment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at March 31, 2017 and December 31, 2016.

5. Right to Use Liabilities

The Company leases operating facilities throughout the United States. The Company analyzes all leases in accordance with Accounting Standards Codification (“ASC”) 840 — Leases. The Company has included the right to use assets in property and equipment, net, as follows (in thousands):

	March 31,		December 31,
	2017		2016
Right to use assets	$	10,673	$	10,673
Accumulated depreciation		(732)		(667)
	$	9,941	$	10,006

The following is a schedule by year of the future changes in the right to use liabilities as of March 31, 2017 (in thousands):

2017	$	654
2018		583
2019		486
2020		486
2021		487
Thereafter (1)		13,812
Total minimum lease payments		16,508
Amounts representing interest		(6,201)
Present value of net minimum right to use liability payments	$	10,307

⁽¹⁾ Includes $5.0 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent.

6. Fair Value Measurements

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

For cash and cash equivalents; accounts receivable; other current assets; accounts payable; notes payable — floor plan, net; and other current liabilities the amounts reported in the accompanying Unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2017 and 2016 of assets and liabilities that are not measured at fair value on a recurring basis.

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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 Existing Term Loan Facility and Previous Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2).

	Fair Value	3/31/2017				12/31/2016
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	719,197	$	740,918	$	626,753	$	649,838

7. Commitments and Contingencies

The Company holds certain property and equipment under rental agreements and operating leases that have varying expiration dates. A majority of its operating facilities are leased from unrelated parties throughout the United States.

From time to time, the Company is involved in litigation arising in the normal course of business operations. The Company does not believe it is involved in any litigation that requires disclosure or will have a material adverse effect on its results of operations or financial position.

8. Statement of Cash Flows

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

	Three Months Ended
	March 31,		March 31,
	2017		2016
Cash paid during the period for:
Interest	$	15,810	$	15,728
Income taxes		38		(32)
Non-cash investing activities:
Derecognized property and equipment for leases that qualified as operating leases after completion of construction		—		(15,390)
Property and equipment acquired through third-party capital lease arrangements				2,007
Non-cash financing activities:
Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction		—		(15,393)
Third-party capital lease arrangements to acquire property and equipment				2,007
Class A common stock issued in exchange for common units in CWGS, LLC		—		—
Class A common stock issued for vested restricted stock units		—		—

9. Acquisitions

During the three months ended March 31, 2017 and 2016, a subsidiary of the Company acquired the assets of multiple dealership locations. The Company used its working capital, a combination of cash and floor plan financing and member’s capital contributions to complete the acquisitions. 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.

For the three months ended March 31, 2017, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $6.0 million from related parties of the sellers. For the three months ended March 31, 2016, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $9.5 million from related parties of the sellers. For the three months ended March 31, 2016, the Company sold other real properties to a third party in sale-leaseback transactions for $1.2 million.

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A summary of the purchase price allocations for the acquisitions consists of the following:

	Three Months Ended March 31,
($ in thousands)	2017		2016
Assets (liabilities) acquired (assumed) at fair value:
Accounts receivable	$	—	$	944
Inventory		29,625		25,989
Property and equipment		467		—
Intangibles		—		635
Goodwill		45,832		33,469
Security deposits		—		1,349
Other assets		3		142
Accrued expenses		(479)		(2,277)
Purchase price		75,448		60,251
Inventory purchases financed via floor plan		(16,805)		(22,265)
Cash payment net of floor plan financing	$	58,643	$	37,986

The fair values above 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. The amount of acquired goodwill that was deductible for tax purposes for the three months ended March 31, 2017 and 2016 was $45.8 million and $33.5 million, respectively. Included in the three months ended March 31, 2017 and 2016 consolidated financial results were $11.5 million and $12.2 million of revenue, respectively, and $0.5 million and $0.2 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates.

10. Exit Activities

The Company closed certain retail locations in previous periods. The Company remains obligated under the terms of these leases for rent and other costs associated with these leases, and has no plan to occupy them in the future. In accordance with ASC 420, Accounting for Costs Associated with Exit or Disposal Activities, the Company recorded a charge to rent expense to recognize the costs of exiting the space. The liability was equal to the fair value of rent less the fair value of the amount of rent received by the Company from a tenant under a sublease over the remainder of the lease terms, which expire on various dates through 2032. The change in the estimated fair value of these amounts was recognized in income as part of income from operations. The current portion of the liability was $0.3 million as of March 31, 2017 and December 31, 2016 and is included in other current liabilities. The liability outstanding was $2.9 million and $2.8 million as of March 31, 2017 and December 31, 2016, respectively.

11. Income Taxes (Restated)

CWH is organized as a Subchapter C corporation and, on October 6, 2016, as part of the Company’s IPO, became a 22.6% owner of CWGS, LLC (see Note 13 — Stockholders’ Equity). CWGS, LLC is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception of Americas Road and Travel Club, Inc., Camping World, Inc. (“CW”), and FreedomRoads RV, Inc. (“FRRV”) and their wholly-owned subsidiaries, which are Subchapter C corporations.  

For the three months ended March 31, 2017 and 2016, the Company’s effective income tax rate was 10.2% and 1.0%, respectively. The increase in the amount of income tax expense and effective income tax rate in 2017 was due to the increased profitability at the FRRV level and that CWH was also subject to U.S. federal, state and local taxes on its allocable share of taxable income or loss generated by CWGS, LLC subsequent to the Company’s IPO.The Company's effective tax rate is significantly less than the federal statutory rate of 35.0% primarily because no federal income taxes are payable by the Company for the non-controlling interests' share of CWGS, LLC’s taxable income due to CWGS, LLC’s pass through structure for federal and most state and local income tax reporting, with the exception of the Subchapter C corporations noted above.

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The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. At March 31, 2017 and December 31, 2016, the Company determined that all of its deferred tax assets, except those pertaining to CW and the direct investment in the outside basis of CWGS, LLC, are more likely than not to be realized. The Company maintains a full valuation allowance against the deferred tax assets of CW, since it was determined that it would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets. The Company maintains a valuation allowance against the portion of the deferred tax asset pertaining to the outside basis of CWGS, LLC that is not amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the deferred tax asset if the investment in CWGS, LLC was divested.

The provision for income tax for the entities subject to federal income tax has been included in the consolidated financial statements. The income tax is based on the amount of taxes due on their tax returns plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using expected tax rates.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. As of March 31, 2017 and December 31, 2016, the Company had no uncertain tax positions. The Company did not recognize any interest or penalties relating to income taxes for the three months ended March 31, 2017 and 2016.

On October 6, 2016, the Company entered into 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 future redemptions or exchanges of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. CWGS intends to make an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption or exchange (including a deemed exchange) of common units for cash or stock occur. 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 or exchange 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. As part of the IPO 1,698,763 common units in CWGS, LLC were exchanged for Class A common stock by Crestview Partners II GP, L.P., subject to the provisions of the Tax Receivable Agreement. During the three months ended March 31, 2017, 10,000 common units in CWGS, LLC were exchanged for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the exchange, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of March 31, 2017 and December 31, 2016, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $19.3 million and $19.2 million, respectively, of which $0.2 million and $1.0 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the Consolidated Balance Sheets.

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12. Related Party Transactions

Monitoring Agreement

Crestview Advisors, L.L.C. and Stephen Adams (together, the “Managers” and each, a “Manager”) and the Company were parties to a monitoring agreement relating to each Manager’s monitoring of its (or its affiliate’s) investment in CWGS, LLC. Pursuant to the monitoring agreement, CWGS, LLC agreed to pay each of the Managers an aggregate per annum monitoring fee equal to $1.0 million, payable in quarterly installments of $250,000. In addition, the Company agreed to reimburse each Manager and its affiliates, employees and agents for up to an aggregate per annum amount of $250,000 for all reasonable fees and expenses incurred in connection with such Manager’s monitoring of its (or its affiliate’s) investment in CWGS, LLC. CWGS, LLC also agreed to indemnify each Manager and its respective affiliates from and against all losses, claims, damages and liabilities arising out of the performance by such Managers’ monitoring of its (or its affiliate’s) investment in CWGS, LLC. Pursuant to the monitoring agreement, the Company incurred monitoring fees of $0.5 million and reimbursed fees and expenses of $0.1 million for the three months ended March 31, 2016. The monitoring agreement was terminated upon the consummation of the Company’s IPO.

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various retail locations from managers and officers. During the three months ended March 31, 2017 and 2016, the related party lease expense for these locations was $0.4 million and $0.3 million, respectively.

In January 2012, FreedomRoads entered into a lease (the “Original Lease”) with respect to the Company’s Lincolnshire, Illinois offices, which was amended in March 2013 in connection with the Company’s leasing of additional premises within the same office building (the “Expansion Lease”). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, commencing April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, has personally guaranteed both leases. During the three months ended March 31, 2017, we made payments of approximately $176,000 and $8,000 in connection with the Original Lease and the Expansion Lease, respectively, which includes approximately $79,000 for common area maintenance charges on the Original Lease. During the three months ended March 31, 2016, we made payments of approximately $168,000 and $8,000 in connection with the Original Lease and the Expansion Lease, respectively, which includes approximately $72,000 for common area maintenance charges on the Original Lease.

Other Transactions

The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s retail locations from Precise Graphix, LLC (“Precise Graphix”). Mr. Lemonis has a 33% economic interest in Precise Graphix and the Company paid Precise Graphix $0.3 million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively.

13. Stockholders’ Equity

Reorganization Transactions

In connection with the IPO on October 6, 2016, the Company completed the following Reorganization Transactions:

· The Company amended and restated its certificate of incorporation which, among other things, authorized preferred stock and three classes of common stock. The Class A common stock entitles the holders to receive dividends; distributions upon the liquidation, dissolution, or winding up of the Company; and have voting rights. The Class B common stock and Class C common stock entitles the holders to voting rights, which in certain cases are disproportionate to the voting rights of the

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Class A common stock; however, the holders of Class B common stock and Class C common stock are not entitled to receive dividends or distributions upon the liquidation, dissolution, or winding up of the Company;

· CWGS, LLC amended and restated the limited liability company agreement of CWGS, LLC (the “LLC Agreement” and the “Recapitalization”), which among other things, (i) provided for a new single class of common membership interests in CWGS, LLC, the common units, and (ii) exchanged all of the then-existing membership interests in CWGS, LLC to common units. The holders of the common units may elect to exchange or redeem the common units for newly-issued shares of the Company’s Class A common stock or cash at the Company’s election, subject to certain restrictions. If the redeeming or exchanging party also holds Class B common stock, then simultaneously with the payment of cash or newly-issued shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units, a number of shares of the Company’s Class B common stock will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged; and

· The Company acquired, by merger, an entity that was owned by former indirect members of CWGS, LLC (the “Former Equity Owners”), for which the Company issued 7,063,716 shares of Class A common stock as merger consideration (the “CWH BR Merger”). The only significant asset held by the merged entity prior to the CWH BR Merger was 7,063,716 common units of CWGS, LLC and a corresponding number of shares of CWH Class B common stock. Upon consummation of the CWH BR Merger, the Company canceled the 7,063,716 shares of Class B common stock and recognized the 7,063,716 of common units of CWGS, LLC at carrying value, as the CWH BR Merger was considered to be a transaction between entities under common control.

The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Following the completion of the Reorganization Transactions and IPO, CWH owned 22.6% of CWGS, LLC and the remaining 77.4% of CWGS, LLC was owned by the Continuing Equity Owners (see Note 14 — Non-Controlling Interests). As a result of the Reorganization Transactions, CWH became the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC, CWH had the sole voting power in, and controlled the management of, CWGS, LLC. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements.

As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.  See the Company’s Annual Report for further details.

14. Non-Controlling Interests

In connection with the Reorganization Transactions, described in Note 13 — Stockholders’ Equity, CWH became the sole managing member of CWGS, LLC and, as a result, consolidate the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in the CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At March 31, 2017 and December, 31, 2016, CWGS, LLC had negative net assets which resulted in negative non-controlling interest amounts on the Unaudited Condensed Consolidated Balance Sheets.

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As of March 31, 2017 and December 31, 2016, there were 83,771,914 and 83,771,830 common units of CWGS, LLC outstanding, respectively, of which CWH owned 18,946,000 and 18,935,916 common units of CWGS, LLC, respectively, representing a 22.6% ownership interest in CWGS, LLC and the Continuing Equity Owners owned 64,825,914 and 64,835,914 common units of CWGS, LLC, respectively, representing a 77.4% ownership interest in CWGS, LLC.

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

	Three Months Ended
	March 31,
($ in thousands)	2017		2016
Net income attributable to Camping World Holdings, Inc.	$	7,522	$	37,176
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		150		—
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	7,672	$	37,176

15. Equity-based Compensation Plans

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

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Equity-based compensation expense:
Costs applicable to revenue	$	92	$	—
Selling, general, and administrative		627		—
Total equity-based compensation expense	$	719	$	—

The following table summarizes stock option activity for the three months ended March 31, 2017:

	Stock Options
	(in thousands)
Outstanding at December 31, 2016		1,118
Granted		—
Exercised		—
Forfeited		(12)
Cancelled		—
Outstanding at March 31, 2017		1,106

The following table summarizes restricted stock unit activity for the three months ended March 31, 2017:

	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2016		144
Granted		4
Vested		—
Forfeited		(1)
Cancelled		—
Outstanding at March 31, 2017		147

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16. Earnings Per Share

Basic and Diluted Earnings Per Share

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

As described in Note 13 — Stockholders’ Equity, on October 6, 2016, the LLC Agreement was amended and restated to, among other things, (i) provide for a new single class of common membership interests, the common units of CWGS, LLC, and (ii) exchange all of the then-existing membership interests of the Original Equity Owners for common units of CWGS, LLC. This Recapitalization changed the relative membership rights of the Original Equity Owners such that retroactive application of the Recapitalization to periods prior to the IPO for the purposes of calculating earnings per share would not be appropriate.

Prior to the IPO, the CWGS, LLC membership structure included membership units, preferred units, and Profits Units. During the period of September 30, 2014 to October 6, 2016, there were 70,000 preferred units outstanding that received a total preferred return of $2.1 million per quarter in addition to their proportionate share of distributions made to all members of CWGS, LLC. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on October 6, 2016.

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

	Three Months
	Ended
	March 31,
(In thousands except per share amounts)	2017
Numerator:
Net income	$	49,623
Less: net income attributable to non-controlling interests		(42,101)
Net income attributable to Camping World Holdings, Inc. — basic		7,522
Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock		23,963
Net income attributable to Camping World Holdings, Inc. — diluted	$	31,485
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		18,946
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		64,826
Weighted-average shares of Class A common stock outstanding — diluted		83,772
Earnings per share of Class A common stock — basic	$	0.40
Earnings per share of Class A common stock — diluted	$	0.38

For the three months ended March 31, 2017, 1.1 million stock options and 0.1 million restricted stock units were excluded from the weighted-average in the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive.

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

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17. Segments Information (Restated)

We have two reportable segments: (1) Consumer Services and Plans, and (2) Retail. The Company’s Consumer Services and Plans segment is comprised of emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; membership clubs; and publications and directories. The Company’s Retail segment is comprised of new vehicles; used vehicles; parts and service; and finance and insurance. Corporate and other is comprised of the corporate operations of the Company.

The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer.

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

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Revenue:
Consumer Services and Plans	$	50,246	$	44,998
Retail		831,389		751,033
Total consolidated revenue	$	881,635	$	796,031

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Segment income (1):
Consumer Services and Plans	$	26,253	$	21,598
Retail		46,143		35,206
Total segment income		72,396		56,804
Corporate & other		(941)		(618)
Depreciation and amortization		(6,853)		(5,891)
Other interest expense, net		(9,404)		(12,748)
Tax Receivable Agreement liability adjustment		17		—
Income from operations before income taxes	$	55,215	$	37,547

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

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Depreciation and amortization:
Consumer Services and Plans	$	996	$	919
Retail		5,857		4,972
Total depreciation and amortization	$	6,853	$	5,891

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	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Other interest expense, net:
Consumer Services and Plans	$	2	$	4
Retail		1,592		1,392
Total		1,594		1,396
Corporate & other		7,810		11,352
Total interest expense	$	9,404	$	12,748

	March 31,		December 31,
($ in thousands)	2017		2016
Assets:
Consumer Services and Plans	$	129,539	$	152,689
Retail		1,452,958		1,228,707
Total		1,582,497		1,381,396
Corporate & other		121,966		74,381
Total assets	$	1,704,463	$	1,455,777

18. Subsequent Events

On April 28, 2017, the Company was chosen as the winning bidder at a bankruptcy auction for certain assets of Gander Mountain and its Overton’s boating business for $37.8 million, subject to adjustments for the level of Overton’s inventory which is anticipated to be approximately $15.6 million at closing. In addition to certain identified assets that will be acquired and certain specified liabilities to be assumed, the Company will have the ability to designate Gander Mountain real estate leases for assignment to the Company or third parties. On May 4, 2017, the transaction was approved by the United States Bankruptcy Court for the District of Minnesota and the transaction is expected to close in May 2017. The Company expects this entry into the marine and watersports industry to be complimentary to its RV-related businesses and offerings.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included in Part I, Item 1 of this Form 10-Q/A, as well as our Annual Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of our Annual Report, “Cautionary Note Regarding Forward-Looking Statements” and in other parts of this Form 10-Q/A. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.

For purposes of this Form 10-Q/A, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is March 31, 2017, our most recently completed fiscal quarter.  Additionally, references herein to the approximately 9 million U.S. households that own a recreational vehicle ("RV") are based on The RV Consumer in 2011, an industry report published by the University of Michigan in 2011 (the "RV Survey"), which we believe to be the most recent such survey.

Overview

We believe we are the only provider of a comprehensive portfolio of services, protection plans, products, and resources for RV enthusiasts. Approximately 9 million households in the United States own an RV, and of that installed base, we have approximately 3.4 million Active Customers. We generate recurring revenue by providing RV owners and enthusiasts the full spectrum of services, protection plans, products, and resources that we believe are essential to operate, maintain, and protect their RV and to enjoy the RV lifestyle. We provide these offerings through our two iconic brands: Good Sam and Camping World.

We believe our Good Sam branded offerings provide the industry’s broadest and deepest range of services, protection plans, products, and resources, including: extended vehicle service contracts and insurance protection plans, roadside assistance, membership clubs, and financing products. A majority of these programs are on a multi‑year or annually renewable basis.

Our Camping World brand operates the largest national network of RV‑centric retail locations in the United States through our 126 retail locations in 36 states, as of March 31, 2017, and through our e‑commerce platforms. We believe we are significantly larger in scale than our next largest competitor. We provide new and used RVs, repair parts, RV accessories and supplies, RV repair and maintenance services, protection plans, travel assistance plans, RV financing, and lifestyle products and services for new and existing RV owners. Our retail locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. Our retail locations are strategically located in key national RV markets.

We attract new customers primarily through our retail locations, e‑commerce platforms, and direct marketing. Once we acquire our customers through a transaction, they become part of our customer database where we leverage customized customer relationship management (“CRM”) tools and analytics to actively engage, market, and sell multiple products and services. Our goal is to consistently grow our customer database through our various channels to increasingly cross‑sell our products and services.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified two reporting segments: (a) Consumer Services and Plans and (b) Retail. We provide our consumer services and plans offerings

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through our Good Sam brand and we provide our retail offerings through our Camping World brand. Within the Consumer Services and Plans segment, we primarily derive revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co‑branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, we primarily derive revenue from the sale of the following products: new vehicles; used vehicles; parts and service, including RV accessories and supplies; and finance and insurance. See Note 17 — Segment Information to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q/A.

Growth Strategies and Outlook

We believe the savings RVs offer on a variety of vacation costs, an increase in the pool of potential RV customers due to an aging baby boomer demographic, and the increased RV ownership among younger consumers should continue to grow the installed base of RV owners, and will have a positive impact on RV usage.

We plan to take advantage of these positive trends in RV usage to pursue the following strategies to continue to grow our revenue and profits:

· Grow our Active Base of Customers.  We believe our strong brands, leading market position, ongoing investment in our service platform, broad product portfolio, and full suite of resources will continue to provide us with competitive advantages in targeting and capturing a larger share of consumers with whom we do not currently transact in addition to the growing number of new RV enthusiasts that are expected to enter the market. We expect to continue to grow the Active Customer base primarily through three strategies:

· Targeted Marketing:  We continuously work to attract new customers to our existing retail and online locations through targeted marketing, attractive introductory offerings, and access to our wide array of resources for RV enthusiasts.

· Greenfield Retail Locations:  We establish retail locations in new and existing markets to expand our customer base. Target markets and locations are identified by employing proprietary data and analytical tools.

· Retail Location Acquisitions:  The RV dealership industry is highly fragmented with a large number of independent RV dealers. We use acquisitions of independent dealers as a fast and capital efficient alternative to new retail location openings to expand our business and grow our customer base.

· Cross‑Sell Products and Services.  We believe our customer database of over 13 million unique contacts provides us with the opportunity to continue our growth through the cross‑selling of our products and services. We use our customized CRM system and database analytics to proactively market and cross‑sell to Active Customers. We also seek to increase the penetration of our customers who exhibit higher multi‑product attachment rates.

· New Products and Vertical Acquisitions.  Introduction of new products enhances our cross‑selling effort, both by catering to evolving customer demands and by bringing in new customers. Through relationships with existing suppliers and through acquisitions, we will look to increase the new products we can offer to our customers. Similarly, an opportunistic vertical acquisition strategy allows us to earn an increased margin on our services, protection plans, and products, and we evaluate such acquisitions that can allow us to capture additional sales from our customers at attractive risk‑adjusted returns.

As discussed below under “— Liquidity and Capital Resources,” we believe that our sources of liquidity and capital will be sufficient to take advantage of these positive trends in RV usage and finance our growth strategy. However, the operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn

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typically depends on cash flow generated by our business and, if necessary, the availability of equity or debt capital. In addition, as we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel, and operating systems, may be inadequate to support our growth. Any inability to generate sufficient cash flows from operations or raise additional equity or debt capital or retain the personnel or make the other changes in our systems that may be required to support our growth could have a material adverse effect on our business, financial condition and results of operations. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” and “Risk Factors — Risks Related to our Business — Our expansion into new, unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on our business, financial condition and results of operations” included in Part I, Item 1A of our Annual Report.

How We Generate Revenue

Revenue across each of our two reporting segments is impacted by the following key revenue drivers:

Number of Active Customers.  As of March 31, 2017 and December 31, 2016, we had approximately 3.4 million and 3.3 million Active Customers, respectively. Our Active Customer base is an integral part of our business model and has a significant effect on our revenue. We attract new customers to our business primarily through our retail locations. Once we acquire our customers through a transaction, they become part of our customer database where we use CRM tools to cross‑sell Active Customers additional products and services.

Consumer Services and Plans.  The majority of our consumer services and plans, such as our roadside assistance, extended service contracts, insurance programs, travel assist, and our Good Sam and Coast to Coast clubs, are built on a recurring revenue model. A majority of these programs are on a multi‑year or annually renewable basis and have annualized fees typically ranging from $20 to $5,200. We believe that many of these products and services are essential for our customers to operate, maintain and protect their RVs, and to enjoy the RV lifestyle, resulting in attractive annual retention rates. As we continue to grow our consumer services and plans business, we expect to further enhance our visibility with respect to revenue and cash flow, and increase our overall profitability. As of March 31, 2017 and December 31, 2016, we had 1.8 million club members in our Good Sam and Coast to Coast clubs.

Retail Locations.  We open new retail locations through organic growth and acquisitions. Our new retail locations are one of the primary ways in which we attract new customers to our business. Our retail locations typically offer our full array of products and services, including new and used RVs, RV financing, protection plans, a selection of OEM and aftermarket repair parts, RV accessories, RV maintenance products, supplies, and outdoor lifestyle products. For the three months ended March 31, 2017 and 2016, we opened zero and one greenfield locations, respectively, and acquired four and four retail locations, respectively.

Same store sales.  Same store sales measures the performance of a retail location during the current reporting period against the performance of the same retail location in the corresponding period of the previous year. Same store sales calculations for a given period include only those stores that were open both at the end of corresponding period and at the beginning of the preceding fiscal year.

Same store sales growth is driven by increases in the number of transactions and the average transaction price. In addition to attracting new customers and cross‑selling our consumer services and plans, we also drive our sales through new product introductions, including our private label offerings. Although growth in same store sales drives our overall revenue, we have and will continue to experience volatility in same store sales from period to period, mainly due to changes in our product sales mix. Our product mix in any period is principally impacted by the number and mix of new or used RVs that we sell due to the high price points of these products compared to our other retail products and the range of price points among the types of RVs sold.

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As of March 31, 2017 and 2016, we had, respectively, a base of 115 and 107 same stores, of which 17 of those same stores did not include dealerships. For the three months ended March 31, 2017 and 2016, our aggregate same store sales were $769.6 million and $702.2 million, respectively. As of March 31, 2017 and 2016, we had, respectively, a total of 126 and 120 retail locations.

Other Key Performance Indicators

Gross Profit and Gross Margins.  Gross profit is our total revenue less our total costs applicable to revenue. Our total costs applicable to revenue primarily consists of the cost of goods and cost of sales. Gross margin is gross profit as a percentage of revenue.

Our gross profit is variable in nature and generally follows changes in our revenue. While gross margins for our Retail segment are lower than our gross margins for our Consumer Services and Plans segment, our Retail segment generates significant gross profit and is a primary means of acquiring new customers, to which we then cross‑sell our higher margin products and services with recurring revenue. We believe the overall growth of our Retail segment will allow us to continue to drive growth in gross profits due to our ability to cross‑sell our consumer services and plans to our increasing Active Customer base. For the three months ended March 31, 2017 and 2016, gross profit was $29.1 million and $25.1 million, respectively, and gross margin was 57.9% and 55.8%, respectively, for our Consumer Services and Plans segment, and gross profit was $222.8 million and $196.6 million, respectively, and gross margin was 26.8% and 26.2%, respectively, for our Retail segment.

SG&A as a percentage of Gross Profit.  Selling, general and administrative (“SG&A”) expenses as a percentage of gross profit allows us to monitor our expense control over a period of time. SG&A consists primarily of wage‑related expenses, selling expenses related to commissions and advertising, lease expenses and corporate overhead expenses. We calculate SG&A expenses as a percentage of gross profit by dividing SG&A expenses for the period by total gross profit. For the three months ended March 31, 2017 and 2016, SG&A as a percentage of gross profit was 69.7% and 72.3%, respectively. We expect SG&A expenses to increase as we open new retail locations through organic growth and acquisitions, which we also expect will drive increases in revenue and gross profit. Additionally, we expect that our SG&A expenses will increase in future periods in part due to additional legal, accounting, insurance and other expenses that we expect to incur as a result of being a public company, including compliance with the Sarbanes‑Oxley Act and the related rules and regulations.

Adjusted EBITDA and Adjusted EBITDA Margin.  Adjusted EBITDA and Adjusted EBITDA Margin are some of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA and Adjusted EBITDA Margin are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance as follows:

· as a measurement of operating performance to assist us in comparing the operating performance of our business on a consistent basis, and remove the impact of items not directly resulting from our core operations;

· for planning purposes, including the preparation of our internal annual operating budget and financial projections;

· to evaluate the performance and effectiveness of our operational strategies; and

· to evaluate our capacity to fund capital expenditures and expand our business.

We define Adjusted EBITDA as net income before other interest expense (excluding floor plan interest expense), provision for income taxes, depreciation and amortization, loss (gain) and expense on debt restructure, loss (gain) on sale of assets and disposition of stores, monitoring fees, equity-based compensation, an adjustment to rent on right to use assets and other unusual or one‑time items. We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA by total revenue for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not GAAP measures of our financial performance and should not be considered

30

as alternatives to net income or net income margin, respectively, as measures of financial performance, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our future results will be unaffected by unusual or non‑recurring items. Additionally, Adjusted EBITDA and Adjusted EBITDA Margin are not intended to be a measure of discretionary cash to invest in the growth of our business, as it does not reflect tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA and Adjusted EBITDA Margin supplementally. Our measure of Adjusted EBITDA is not necessarily comparable to similarly titled captions of other companies due to different methods of calculation. For a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize this non-GAAP financial measure, see “Non-GAAP Financial Measures” below.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Pro Forma Net Income, and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These non-GAAP measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and they should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these non-GAAP measures. In evaluating these non-GAAP measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of those adjusted in this presentation. The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We define “EBITDA” as net income before other interest expense (excluding floor plan interest expense), provision for income taxes and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain non‑cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss (gain) and expense on debt restructure, loss (gain) on sale of assets and disposition of stores, gain on derivative instruments, monitoring fees, equity-based compensation, an adjustment to rent on right to use assets, loss (gain) on remeasurement of Tax Receivable Agreement, and other unusual or one‑time items. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these Non‑GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

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The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures, which are net income, net income, and net income margin, respectively:

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
EBITDA:
Net income	$	49,623	$	37,176
Other interest expense, net		9,404		12,748
Depreciation and amortization		6,853		5,891
Income tax expense		5,592		371
Subtotal EBITDA		71,472		56,186
Gain on sale of assets (a)		(318)		(24)
Monitoring fee (b)		—		625
Equity-based compensation (c)		719		—
Gain on remeasurement of Tax Receivable Agreement (d)		(17)		—
Adjusted EBITDA	$	71,856	$	56,787

	Three Months Ended
	March 31,		March 31,
(as percentage of total revenue)	2017		2016
EBITDA margin:
Net income margin		5.6%		4.7%
Other interest expense, net		1.1%		1.6%
Depreciation and amortization		0.8%		0.7%
Income tax expense		0.6%		0.0%
Subtotal EBITDA margin		8.1%		7.1%
Gain on sale of assets (a)		(0.0%)		(0.0%)
Monitoring fee (b)		—		0.1%
Equity-based compensation (c)		0.1%		—
Gain on remeasurement of Tax Receivable Agreement (d)		(0.0%)		—
Adjusted EBITDA margin		8.2%		7.1%

(a) Represents an adjustment to eliminate the gains and losses on sales of various assets.

(b) Represents monitoring fees paid pursuant to a monitoring agreement to Crestview and Stephen Adams. The monitoring agreement was terminated on October 6, 2016 in connection with our IPO.

(c) Represents non-cash equity-based compensation expense relating to employees and directors of the Company.

(d) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate.

Adjusted Pro Forma Net Income and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share

We define “Adjusted Pro Forma Net Income” as net income attributable to Camping World Holdings, Inc. adjusted for the reallocation of income attributable to non-controlling interests from the assumed exchange of all outstanding common units in CWGS, LLC (or the common unit equivalent of membership interests in CWGS, LLC for periods prior to the IPO) for shares of newly-issued Class A common stock of Camping World Holdings, Inc. and further adjusted for the impact of certain non‑cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss (gain) on debt restructure, loss (gain) and expense on sale of assets and disposition of stores, gain on derivative instruments, monitoring fees, equity-based compensation, an adjustment to rent on right to use assets, loss (gain) on remeasurement of Tax Receivable Agreement, interest expense on our Series B notes, other unusual or one‑time items, and the income tax expense effect of (i) these adjustments and (ii) the pass-through entity taxable income as if the parent company was a subchapter C corporation in periods prior to the IPO. We define “Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share” as Adjusted Pro Forma Net Income divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the full exchange of all outstanding common units in CWGS, LLC (or the common unit equivalent of membership interests in CWGS, LLC for periods prior to the IPO) for newly-issued shares of Class A common stock of Camping World Holdings, Inc., (ii) the Class A common stock issued in connection with the IPO was outstanding as of January 1 of each year presented, and (iii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Pro Forma Net Income and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share because we consider them to be important supplemental measures

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of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non‑GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles Adjusted Pro Forma Net Income and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share to the most directly comparable GAAP financial performance measure, which is net income attributable to Camping World Holdings, Inc. and weighted-average shares of Class A common stock outstanding — diluted:

	Three Months Ended
	March 31,		March 31,
(In thousands except per share amounts)	2017		2016
Numerator:
Net income attributable to Camping World Holdings, Inc.	$	7,522	$	37,176
Adjustments:
Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC (a)		42,101		—
Gain on sale of assets (b)		(318)		(24)
Monitoring fee (c)		—		625
Equity-based compensation expense (d)		719		—
Gain on remeasurement of Tax Receivable Agreement (e)		(17)		—
Income tax expense (f)		(18,292)		(16,545)
Adjusted pro forma net income	$	31,715	$	21,232
Denominator:
Weighted-average Class A common shares outstanding - diluted		83,772		—
Adjustments:
Assumed exchange of pre-IPO common unit equivalent of membership interests in CWGS, LLC (g)		—		72,651
Assumed issuance of Class A common stock in connection with IPO (h)		—		11,872
Dilutive options to purchase Class A common stock		146		—
Dilutive restricted stock units		58		—
Adjusted pro forma fully exchanged weighted average Class A common shares outstanding - diluted		83,976		84,523
Adjusted pro forma earnings per fully exchanged and diluted share	$	0.38	$	0.25

(a) Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC in periods where income was attributable to non-controlling interests.

(b) Represents an adjustment to eliminate the gains and losses on sales of various assets.

(c) Represents monitoring fees paid pursuant to a monitoring agreement to Crestview and Stephen Adams. The monitoring agreement was terminated on October 6, 2016 in connection with our IPO.

(d) Represents non-cash equity-based compensation expense relating to employees and directors of the Company.

(e) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate.

(f) Represents the income tax expense effect of (i) the above adjustments and (ii) the pass-through entity taxable income as if the parent company was a subchapter C corporation in periods prior to the IPO. This assumption uses an effective tax rate of 38.5% for the adjustments and the pass-through entity taxable income in periods prior to the IPO.

(g) Represents the assumed exchange of pre-IPO membership interests in CWGS, LLC at their common unit equivalent amount.

(h) Represents the assumption that the shares of Class A common stock issued in connection with the IPO were outstanding as of January 1 of each period.

Uses and Limitations of Non-GAAP Financial Measures

Management and our board of directors use the Non-GAAP Financial Measures:

· as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

· for planning purposes, including the preparation of our internal annual operating budget and financial projections;

· to evaluate the performance and effectiveness of our operational strategies; and

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· to evaluate our capacity to fund capital expenditures and expand our business.

By providing these Non‑GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Existing Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to or a substitute for, net income or other financial statement data presented in our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q/A as indicators of financial performance. Some of the limitations are:

· such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

· such measures do not reflect changes in, or cash requirements for, our working capital needs;

· some of such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

· some of such measures do not reflect our tax expense or the cash requirements to pay our taxes;

· although depreciation and amortization are non‑cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

· other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, the Non-GAAP Financial Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these Non‑GAAP Financial Measures only supplementally. As noted in the tables above, certain of the Non-GAAP Financial Measures include adjustments for loss (gain) and expense on debt restructure, loss (gain) on sale of assets and disposition of stores, gain on derivative instruments, monitoring fees, equity-based compensation, an adjustment to rent on right to use assets, loss (gain) on remeasurement of Tax Receivable Agreement, other unusual or one‑time items, and the income tax expense effect described above, as applicable. It is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. In addition, these certain Non-GAAP Financial Measures adjust for other items that we do not expect to regularly record in periods after the IPO, including monitoring fees. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation tables above help management with a measure of our core operating performance over time by removing items that are not related to day‑to‑day operations.

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Results of Operations

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

The following table sets forth information comparing the components of net income for the three months ended March 31, 2017 and 2016:

	Three Months Ended
	March 31, 2017			March 31, 2016
			Percent of			Percent of	Favorable/ (Unfavorable)
($ in thousands)	Amount (1)		Revenue	Amount (1)		Revenue	$		%
Revenue:
Consumer Services and Plans	$	50,246	5.7%	$	44,998	5.7%	$	5,248	11.7%
Retail
New vehicles		503,304	57.1%		408,608	51.3%		94,696	23.2%
Used vehicles		145,819	16.5%		178,167	22.4%		(32,348)	-18.2%
Parts, services and other		116,223	13.2%		113,484	14.3%		2,739	2.4%
Finance and insurance, net		66,043	7.5%		50,774	6.4%		15,269	30.1%
Subtotal		831,389	94.3%		751,033	94.3%		80,356	10.7%
Total revenue		881,635	100.0%		796,031	100.0%		85,604	10.8%
Gross profit (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		29,099	3.3%		25,117	3.2%		3,982	15.9%
Retail
New vehicles		68,242	7.7%		59,297	7.4%		8,945	15.1%
Used vehicles		33,917	3.8%		32,655	4.1%		1,262	3.9%
Parts, services and other		54,628	6.2%		53,849	6.8%		779	1.4%
Finance and insurance, net		66,043	7.5%		50,774	6.4%		15,269	30.1%
Subtotal		222,830	25.3%		196,575	24.7%		26,255	13.4%
Total gross profit		251,929	28.6%		221,692	27.8%		30,237	13.6%
Operating expenses:
Selling, general and administrative expenses		175,490	19.9%		160,388	20.1%		(15,102)	-9.4%
Depreciation and amortization		6,853	0.8%		5,891	0.7%		(962)	-16.3%
Gain on asset sales		(318)	0.0%		(24)	0.0%		294	1225.0%
Income from operations		69,904	7.9%		55,437	7.0%		14,467	26.1%
Other income (expense):
Floor plan interest expense		(5,302)	-0.6%		(5,142)	-0.6%		(160)	-3.1%
Other interest expense, net		(9,404)	-1.1%		(12,748)	-1.6%		3,344	26.2%
Tax Receivable Agreement liability adjustment		17	0.0%		—	0.0%		17	100.0%
		(14,689)	-1.7%		(17,890)	-2.2%		3,201	17.9%
Income before income taxes		55,215	6.3%		37,547	4.7%		17,668	47.1%
Income tax expense		(5,592)	-0.6%		(371)	0.0%		(5,221)	-1407.3%
Net income		49,623	5.6%		37,176	4.7%		12,447	33.5%
Less: net income attributable to non-controlling interests		(42,101)	-4.8%		—	0.0%		(42,101)	-100.0%
Net income attributable to Camping World Holdings, Inc.	$	7,522	0.9%	$	37,176	4.7%	$	(29,654)	-79.8%

(1) As described in Note 1 to the unaudited condensed consolidated financial statements and related notes in this Quarterly Report, certain of this data has be restated.

Total revenue was $881.6 million for the three months ended March 31, 2017, an increase of $85.6 million, or 10.8%, as compared to $796.0 million for the three months ended March 31, 2016. The increase was primarily driven by the 30.9% increase in new vehicle unit sales in our Retail segment, partially offset by an 18.8% decrease in used vehicle unit sales primarily due to reduced inventory availability, resulting from fewer trades on new vehicle unit sales, and the distribution of the AutoMatch business in the three months ended June 30, 2016, as described below.

Consumer Services and Plans

Consumer Services and Plans revenue was $50.2 million for the three months ended March 31, 2017, an increase of $5.2 million, or 11.7%, as compared to $45.0 million for the three months ended March 31, 2016. The increased revenue was attributable to a $1.5 million increase in consumer show exhibit and admissions revenue resulting from the acquisition of five shows in the fourth quarter of 2016 and our new

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Good Sam RV Super Show introduced in February 2017; a $1.4 million increase from our clubs and roadside assistance programs primarily due to increased file size; a $1.4 million increase from our vehicle insurance and Good Sam TravelAssist programs primarily due to increased policies in force; and $0.9 million of other increases.

Consumer Services and Plans gross profit was $29.1 million for the three months ended March 31, 2017, an increase of $4.0 million, or 15.9%, as compared to $25.1 million for the three months ended March 31, 2016. This increase was primarily due to an increase from our vehicle insurance and Good Sam TravelAssist programs of $1.3 million primarily due to increased policies in force; increased roadside assistance contracts in force and reduced claims, together resulting in a gross profit increase of $1.2 million; an increase from our consumer shows of $0.7 million resulting from the five acquired shows and one new show; and a $0.8 million increase from other ancillary products. Gross margin increased 210 basis points to 57.9% primarily due to product mix and reduced program costs for roadside assistance, and increases from the vehicle insurance programs.

Retail:

New Vehicles

	Three Months Ended
	March 31, 2017			March 31, 2016			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands, except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%
Revenue	$	503,304	100.0%	$	408,608	100.0%	$	94,696	23.2%
Gross profit		68,242	13.6%		59,297	14.5%		8,945	15.1%
New vehicle unit sales		13,763			10,511			3,252	30.9%

New vehicle revenue was $503.3 million for the three months ended March 31, 2017, an increase of $94.7 million, or 23.2%, as compared to $408.6 million for the three months ended March 31, 2016. The increase was primarily due to a 30.9% increase in vehicle unit sales primarily attributable to a same store sales increase of 18.1% driven by increases in travel trailers, fifth wheels and Class C motorhome units. The balance of the increase was from new greenfield and acquired locations.

New vehicle gross profit was $68.2 million for the three months ended March 31, 2017, an increase of $8.9 million, or 15.1%, as compared to $59.3 million for the three months ended March 31, 2016. The increase was primarily due to the 30.9% increase in vehicle unit sales partially offset by a 12.1% decrease in average gross profit per unit from a product mix shift toward lower priced towable units. Gross margin decreased to 13.6% from 14.5% in the three months ended March 31, 2016.

Used Vehicles

	Three Months Ended
	March 31, 2017			March 31, 2016			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands, except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%
Revenue	$	145,819	100.0%	$	178,167	100.0%	$	(32,348)	-18.2%
Gross profit		33,917	23.3%		32,655	18.3%		1,262	3.9%
Used vehicle unit sales		6,516			8,022			(1,506)	-18.8%

Used vehicle revenue was $145.8 million for the three months ended March 31, 2017, a decrease of $32.3 million, or 18.2%, as compared to $178.2 million for the three months ended March 31, 2016. The decrease was primarily due to reduced inventory availability, resulting from fewer trades on new vehicle unit sales, and the elimination of the automobile unit business as a result of the distribution of the AutoMatch business during the three months ended June 30, 2016, driving an 18.8% decrease in used vehicle unit  

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sales. Same store sales decreased by 10.6% with the remaining decrease driven by the disposition of the AutoMatch business.

Used vehicle gross profit was $33.9 million for the three months ended March 31, 2017, an increase of $1.3 million, or 3.9%, as compared to $32.7 million for the three months ended March 31, 2016. The increase was primarily attributable to increases for nearly all product types and elimination of lower margin auto sales upon the disposition of the AutoMatch business during the three months ended June 30, 2016, resulting in a 27.9% increase in gross profit per unit and a gross margin increase of 493 basis points, partially offset by an 18.8% decrease in vehicle unit sales.

Parts, Services and Other

	Three Months Ended
	March 31, 2017			March 31, 2016			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands, except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%
Revenue	$	116,223	100.0%	$	113,484	100.0%	$	2,739	2.4%
Gross profit		54,628	47.0%		53,849	47.5%		779	1.4%

Parts, services and other revenue was $116.2 million for the three months ended March 31, 2017, an increase of $2.7 million, or 2.4%, as compared to $113.5 million for the three months ended March 31, 2016. The increase was primarily attributable to increased sales and service hours, and parts and accessory sales related to increased volume of RV units sold, and the new greenfield and acquired locations, partially offset by a 1.1% decrease in same store sales.

Parts, services and other gross profit was $54.6 million for the three months ended March 31, 2017, an increase of $0.8 million, or 1.4%, as compared to $53.8 million for the three months ended March 31, 2016. The gross profit increase was primarily due to increased revenue. Gross margin decreased 45 basis points to 47.0%.

Finance and Insurance, net

	Three Months Ended
	March 31, 2017			March 31, 2016			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands, except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%
Revenue	$	66,043	100.0%	$	50,774	100.0%	$	15,269	30.1%
Gross profit		66,043	100.0%		50,774	100.0%		15,269	30.1%

Finance and insurance, net revenue and gross profit were each $66.0 million for the three months ended March 31, 2017, an increase of $15.3 million, or 30.1%, as compared to $50.8 million for the three months ended March 31, 2016. The increase was primarily due to incremental vehicle finance contracts assigned due to higher vehicle unit sales and higher finance and insurance sales penetration rates of travel trailer buyers resulting from a 26.2% increase in same store sales and the remainder from new greenfield and acquired locations. Finance and insurance, net revenue as a percentage of total new and used vehicle revenue increased to 10.2% for the three months ended March 31, 2017 from 8.7% for the comparable period in 2016.

Selling, general and administrative expenses

Selling, general and administrative expenses were $175.5 million for the three months ended March 31, 2017, an increase of $15.1 million, or 9.4%, as compared to $160.4 million for the three months ended March 31, 2016. The increase was due to increases of $9.1 million of wage-related expenses, primarily attributable to increased vehicle unit sales and the additional greenfield and acquired locations, $2.6 million of additional variable selling expense, $1.5 million of additional lease expense, and $1.9 million of store and corporate overhead expenses. Selling, general and administrative expenses as a percentage of total gross

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profit was 69.7% for the three months ended March 31, 2017, compared to 72.2% for the three months ended March 31, 2016, a decrease of 245 basis points.

Depreciation and amortization

Depreciation and amortization was $6.9 million for the three months ended March 31, 2017, an increase of $1.0 million, or 16.3%, as compared to $5.9 million for the three months ended March 31, 2016 primarily due to the addition of new greenfield and acquired locations.

Floor plan interest expense

Floor plan interest expense was $5.3 million for the three months ended March 31, 2017, an increase of $0.2 million, or 3.1%, as compared to $5.1 million for the three months ended March 31, 2016. The increase was primarily due to increased average outstanding amount payable under our Floor Plan Facility for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, primarily resulting from an increased inventory level due to new dealership locations, and locations expecting higher unit sales, partially offset by a 7 basis point decrease in the average floor plan borrowing rate.

Other interest expense, net

Other interest expense, net was $9.4 million for the three months ended March 31, 2017, a decrease of $3.3 million, or 26.2%, as compared to $12.7 million for the three months ended March 31, 2016. The decrease was primarily due to a decrease in interest expense attributable to a decrease in average debt outstanding, and a 117 basis point decrease in the average interest rate.

Segment results

The following table sets forth a reconciliation of total segment income to consolidated income from operations before income taxes for each of our segments for the period presented:

	Three Months Ended
	March 31, 2017			March 31, 2016			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Consumer Services and Plans	$	50,246	5.7%	$	44,998	5.7%	$	5,248	11.7%
Retail		831,389	94.3%		751,033	94.3%		80,356	10.7%
Total consolidated revenue		881,635	100.0%		796,031	100.0%		85,604	10.8%
Segment income:(1)
Consumer Services and Plans		26,253	3.0%		21,598	2.7%		4,655	21.6%
Retail		46,143	5.2%		35,206	4.4%		10,937	31.1%
Total segment income		72,396	8.2%		56,804	7.1%		15,592	27.4%
Corporate & other		(941)	-0.1%		(618)	-0.1%		(323)	-52.3%
Depreciation and amortization		(6,853)	-0.8%		(5,891)	-0.7%		(962)	-16.3%
Other interest expense, net		(9,404)	-1.1%		(12,748)	-1.6%		3,344	26.2%
Tax Receivable Agreement liability adjustment		17	0.0%		—	0.0%		17	100.0%
Income from operations before income taxes	$	55,215	6.3%	$	37,547	4.7%	$	17,668	47.1%

⁽¹⁾ Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

Consumer Services and Plans segment revenue

Consumer Services and Plans segment revenue was $50.2 million for the three months ended March 31, 2017, an increase of $5.2 million, or 11.7%, as compared to $45.0 million for the three months ended March 31, 2016. The increased revenue was attributable to a $1.5 million increase in consumer show exhibit and admissions revenue resulting from the acquisition of five shows in the fourth quarter of 2016 and our new Good Sam RV Super Show introduced in February 2017; a $1.4 million increase from our clubs and roadside assistance programs primarily due to increased file size; a $1.4 million increase from our vehicle insurance

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and Good Sam TravelAssist programs primarily due to increased policies in force; and $0.9 million of other increases.

Retail segment revenue

Retail segment revenue was $831.4 million for the three months ended March 31, 2017, an increase of $80.4 million, or 10.7%, as compared to $751.0 million for the three months ended March 31, 2016. The increase was primarily due to the 30.9% increase in new vehicle unit volume which resulted from a 9.6% increase in same store sales, as described below, and the additions of the new greenfield and acquired locations.

Same store sales

Same store sales were $769.6 million for the three months ended March 31, 2017, an increase of $67.4 million, or 9.6%, as compared to $702.2 million for the three months ended March 31, 2016. The increase was primarily due to the increased volume of new towable units sold, and, to a lesser extent, revenue increases from finance and insurance, net, partially offset by a decrease in same store sales from used vehicle units sold.

Total segment income

Total segment income was $72.4 million for the three months ended March 31, 2017, an increase of $15.6 million, or 27.4%, as compared to $56.8 million for the three months ended March 31, 2016. The increase was primarily due to gross profit increases from finance and insurance, new vehicles and used vehicles, partially offset by increases in variable selling, general and administrative expenses. Total segment income margin increased 108 basis points to 8.2%.

Consumer Services and Plans segment income

Consumer Services and Plans segment income was $26.3 million for the three months ended March 31, 2017, an increase of $4.7 million, or 21.6%, as compared to $21.6 million for the three months ended March 31, 2016. The segment income increase was attributable to an increase from our vehicle insurance and Good Sam TravelAssist programs of $1.3 million primarily due to increased policies in force; increased roadside assistance contracts in force and reduced claims, together resulting in a gross profit increase of $1.2 million; an increase from our consumer shows of $0.7 million resulting from the five acquired shows and one new show; an $0.8 million increase from other ancillary products; and a $0.7 million reduction in selling, general and administrative expenses, primarily from reduced corporate sponsorships and other expenses. Consumer Services and Plans segment income margin increased 425 basis points to 52.2%, primarily due to a 210 basis point increase in Consumer Services and Plans gross margin resulting from increased volume of contracts sold and reduced program costs for roadside assistance; increases from the vehicle insurance programs; and a $0.7 million decrease in selling, general and administrative expenses.

Retail segment income

Retail segment income was $46.1 million for the three months ended March 31, 2017, an increase of $10.9 million, or 31.1%, as compared to $35.2 million for the three months ended March 31, 2016. The increase was primarily due to increased segment gross profit of $26.3 million primarily due to higher revenue and sales penetration of finance and insurance products, an increase of $8.9 million primarily from increased new vehicle unit volume of 3,252 units for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, an increase of $1.3 million from used vehicles, and an increase of $0.8 million from parts, services and other; and $0.3 million from an increase in gain on asset sales; partially offset by increased selling, general and administrative expenses of $15.5 million primarily relating to increased variable wages relating to increased revenue, increased variable selling expense and increased rent relating to new stores; and a $0.2 million increase in floor plan interest expense relating to an increase in the average floor plan balance. Retail segment income margin increased 86 basis points to 5.6%, primarily due to increased penetration of the finance and insurance products to 10.2% of total new and used revenue, from 8.7% for the

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comparable prior year period, and decreased selling, general and administrative expenses as a percentage of gross profit of 243 basis points.

Corporate and other expenses

Corporate and other expenses were $0.9 million for the three months ended March 31, 2017, an increase of 53.2%, as compared to $0.6 million for the three months ended March 31, 2016. The increase was due to additional professional fees.

Liquidity and Capital Resources

General

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new retail locations, including pre-opening expenses, the improvement and expansion of existing retail locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs. These cash requirements have been met through cash provided by operating activities, cash and cash equivalents, proceeds from our IPO, borrowings under our Existing Senior Secured Credit Facilities or previously under our Previous Senior Secured Credit Facilities, and borrowings under our Floor Plan Facility.

As a public company, additional future liquidity needs have included public company costs, the payment of regular and special cash dividends, the redemption right held by the Continuing Equity Owners that they may exercise from time to time (should we elect to exchange such common units for a cash payment), payments under the Tax Receivable Agreement, and state and federal taxes to the extent not sheltered as a result of the Tax Receivable Agreement. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners and Crestview Partners II GP, L.P. will be significant. Any payments made by us to Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see Note 11 — Income Taxes to our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q/A.

CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders, including us, of approximately $0.08 per common unit and we intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend of approximately $0.08 per share on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. During the three months ended March 31, 2017, we paid a regular cash dividend of $0.08 per share of our Class A common stock. CWGS, LLC shall make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of our Annual Report) to the holders of our Class A common stock from time to time subject to the discretion of our board of directors as described under “Dividend Policy.” During the three months ended March 31, 2017, we paid a special cash dividend of $0.0732 per share of our Class A common stock.

Notwithstanding our obligations under the Tax Receivable Agreement, we believe that our sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy, regular quarterly cash dividends (as described above) and additional expenses we expect to incur as a public company for at least the next twelve months. However, we cannot assure you that our cash provided by operating activities,

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cash and cash equivalents or cash available under our Existing Revolving Credit Facility or our Floor Plan Facility will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Existing Revolving Credit Facility or our Floor Plan Facility is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” included in Part I, Item 1A of our Annual Report.

As of March 31, 2017 and December 31, 2016, we had working capital of $323.4, million and $257.7 million, respectively, including $174.7 million and $114.2 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $67.5 million and $71.1 million as of March 31, 2017 and December 31, 2016, respectively, which reduces working capital. Deferred revenue primarily consists of cash collected for club memberships in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs.

Seasonality

We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our 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.

We generate a disproportionately higher amount of our annual revenue in our second and third fiscal quarters, respectively, which include the spring and summer months. We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs. If, for any reason, we miscalculate the demand for our products or our product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could cause our annual results of operations to suffer and our stock price to decline.

Additionally, SG&A expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the timing of acquisitions and the seasonality of our business. We prefer to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be re‑modeled and to ramp up operations ahead of the spring and summer months. The timing of our acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has resulted in SG&A expenses as a percentage of gross profit being higher in these quarters.

Cash Flow

The following table shows summary cash flows information for the three months ended March 31, 2017 and 2016:

	Three Months Ended
	March 31,
(In thousands)	2017		2016
Net cash provided by operating activities	$	(13,018)	$	(88,323)
Net cash used in investing activities		(91,122)		(72,804)
Net cash provided by financing activities		164,678		89,058
Net (decrease) increase in cash and cash equivalents	$	60,538	$	(72,069)

Operating activities.  Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail parts, services and consumer services and plans. Contracts in transit represent amounts due from third-party

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lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned. Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various consumer services program costs.

Net cash used in operating activities was $13.0 million for the three months ended March 31, 2017, an decrease of $75.3 million from $88.3 million net cash used in operating activities for the three months ended March 31, 2016. The decrease was primarily due to $52.5 million from slower growth in inventories, a $12.4 million increase in net income, a $5.6 million favorable change in prepaid expenses and other assets, and $4.8 million from other favorable changes.

Investing activities.  Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of retail locations. Substantially all of our new retail locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our Existing Senior Secured Credit Facilities.

The table below summarizes our capital expenditures for the three months ended March 31, 2017 and 2016:

	Three Months Ended
	March 31,
(In thousands)	2017		2016
IT hardware and software	$	990	$	2,076
Greenfield retail locations		2,629		1,458
Existing retail locations		5,898		3,120
Corporate and other		512		369
Total capital expenditures	$	10,029	$	7,023

Our capital expenditures consist primarily of investing in greenfield retail locations, existing retail locations, information technology, hardware, and software. There were no material commitments for capital expenditures as of March 31, 2017.

Net cash used in investing activities was $91.1 million for the three months ended March 31, 2017. The $91.1 million of cash used in investing activities included $75.4 million for the acquisition of four retail locations, comprised of $29.6 million of inventory, $45.8 million of goodwill and intangibles, $0.5 million of property and equipment, less $0.5 million of accrued liabilities and customer deposits, in addition to $10.0 million of capital expenditures and $6.0 million for the purchase of real property, partially offset by proceeds from the sale of property and equipment of approximately $0.3 million.

Net cash used in investing activities was $72.8 million for the three months ended March 31, 2016. The $72.8 million of cash used in investing activities included $60.3 million for the acquisition of four retail locations comprised of approximately $1.0 million of accounts receivable, $26.0 million of inventory, $34.8 million of goodwill, $0.6 million of property and equipment, and $0.2 million of other assets, less $2.3 million of accrued liabilities and customer deposits, in addition to $7.0 million of capital expenditures, and $9.5 million for the purchase of real property, partially offset by proceeds from the sale and leaseback of real property and property and equipment of approximately $1.3 million and $2.7 million, respectively.

Financing activities.  Our financing activities primarily consist of proceeds from the issuance of debt and the repayment of principal and debt issuance costs.

Our net cash provided by financing activities was $164.7 million for the three months ended March 31, 2017. The $164.7 million of cash provided by financing activities was primarily due to $94.8 million of proceeds from long-term debt and $98.1 million of borrowings under the Floor Plan Facility, partially offset by $21.9 million of non-controlling interest member distributions, $2.9 million of dividends paid on Class A common stock, $1.9 million of principal payments under the Existing Term Loan Facility, and other financing uses of $1.5 million during the three months ended March 31, 2017.

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Our net cash provided by financing activities was $89.1 million for the three months ended March 31, 2016. The $89.1 million of cash provided by financing activities was primarily due to $128.1 of borrowings under the Floor Plan Facility, partially offset by $28.6 million of member distributions, $10.0 million of principal payments under the Existing Term Loan Facility, and other financing uses of $0.4 million during the three months ended March 31, 2016.

Description of Senior Secured Credit Facilities and Floor Plan Facility

As of March 31, 2017 and December 31, 2016, we had outstanding debt in the form of our credit agreement that included a $740.0 million and $645.0 million term loan (the ‘‘Existing Term Loan Facility’’), respectively, and $35.0 million of commitments for revolving loans (the ‘‘Existing Revolving Credit Facility’’ and, together with the Existing Term Loan Facility, the ‘‘Existing Senior Secured Credit Facilities’’) and our floor plan financing facility with $1.165 billion in maximum borrowing availability and a letter of credit commitment of $15.0 million (the ‘‘Floor Plan Facility’’). We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In the past, we have used interest rate swap derivatives to diversify our debt portfolio between fixed and variable rate instruments. For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part I, Item 3 of this Form 10-Q/A.

Existing Senior Secured Credit Facilities

The following table details the outstanding amounts and available borrowings under our Existing Senior Secured Credit Facilities as of March 31, 2017 and December 31, 2016 (in thousands):

	March 31,		December 31,
	2017		2016
Existing Senior Secured Credit Facilities:
Existing Term Loan Facility:
Principal amount of borrowings	$	740,000	$	645,000
Less: cumulative principal payments		(1,850)		—
Less: unamortized original issue discount		(6,329)		(6,349)
Less: finance costs		(12,624)		(11,898)
		719,197		626,753
Less: current portion		(7,400)		(6,450)
Long-term debt, net of current portion	$	711,797	$	620,303
Existing Revolving Credit Facility:
Total commitment	$	35,000	$	35,000
Less: outstanding letters of credit		(3,237)		(3,237)
Additional borrowing capacity	$	31,763	$	31,763

On March 17, 2017, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, entered into a First Amendment (the “First Amendment”) to the Credit Agreement, dated as of November 8, 2016 (as amended, the "Existing Credit Agreement"). Per the terms of the First Amendment, the Borrower’s $645.0 million term loan facility was increased by $95.0 million to $740.0 million. The proceeds from the additional borrowings was and is intended to be used to purchase dealerships within FreedomRoads. No other terms of the Credit Agreement were amended.

See our Annual Report for a further discussion of the terms of the Existing Senior Secured Credit Facilities.

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Floor Plan Facility

The following table details the outstanding amounts and available borrowings under our Floor Plan Facility as of March 31, 2017 and December 31, 2016 (in thousands):

	March 31,		December 31,
	2017		2016
Floor Plan Facility:
Notes payable — floor plan:
Total commitment	$	1,165,000	$	1,165,000
Less: borrowings		(695,533)		(625,185)
Less: flooring line aggregate interest reduction account		(81,491)		(68,469)
Additional borrowing capacity		387,976		471,346
Less: accounts payable for sold inventory		(49,484)		(21,692)
Less: purchase commitments		(104,983)		(38,765)
Unencumbered borrowing capacity	$	233,509	$	410,889
Letters of credits:
Total commitment	$	15,000	$	15,000
Less: outstanding letters of credit		(8,020)		(8,020)
Additional borrowing capacity	$	6,980	$	6,980

See our Annual Report for a further discussion of the terms of the Floor Plan Facility.

Sale/Leaseback Arrangements

We have in the past and may in the future enter into sale‑leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which vary from period to period.

Deferred Revenue and Gains

Deferred revenue and gains consist of our sales for products not yet recognized as revenue at the end of a given period and deferred gains on sale-leaseback and derecognition of right to use asset transactions. Our deferred revenue and deferred gains as of March 31, 2017 were $114.1 million and $12.1 million, respectively. Deferred revenue is expected to be recognized as revenue and deferred gains are expected to be recognized ratably over the lease terms as an offset to rent expense.

Off-Balance Sheet Arrangements

As of March 31, 2017, we did not have any off-balance sheet arrangements, except for operating leases entered into in the normal course of business.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP, and in doing so, we have to make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances. Different assumptions and judgments would change estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change our results from those reported. We evaluate our critical accounting estimates, assumptions and judgments on an ongoing basis.

There has been no material change in our critical accounting policies from those previously reported and disclosed in our Annual Report.

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Recent Accounting Pronouncements

See Note 1 to our unaudited condensed consolidated financial statements in Item 1 of Part I of this Form 10-Q/A.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in inflation and interest rates. All of these market risks arise in the normal course of business, as we do not engage in speculative trading activities. The following analysis provides quantitative information regarding these risks.

Impact of Inflation

We believe that inflation over the last three fiscal years has not had a significant impact on our operations; however, we cannot assure you there will be no such effect in the future. Our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Additionally, the cost of remodeling acquired retail locations and constructing new retail locations is subject to inflationary increase in the costs of labor and material, which results in higher rent expense on new retail locations. Finally, we finance substantially all of our inventory through various revolving floor plan arrangements with interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our Existing Senior Secured Credit Facilities and our Floor Plan Facility, which carries variable interest rates. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Our Existing Senior Secured Credit Facilities includes the Existing Term Loan Facility and the Existing Revolving Credit Facility with advances tied to a borrowing base and which bear interest at variable rates. Additionally, under our Floor Plan Facilities we have the ability to draw on revolving floor plan arrangements, which bear interest at variable rates. Because our Existing Senior Secured Credit Facilities and Floor Plan Facility bear interest at variable rates, we are exposed to market risks relating to changes in interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. As of March 31, 2017, we had no outstanding borrowings under our Existing Revolving Credit Facility aside from letters of credit in the aggregate amount of $3.2 million outstanding under the Existing Revolving Credit Facility, $719.2 million of variable rate debt outstanding under our Existing Term Loan Facility, net of $6.3 million of unamortized original issue discount and $12.6 million of finance costs, and $695.5 million in outstanding borrowings under our Floor Plan Facility. Based on March 31, 2017 debt levels, an increase or decrease of 1% in the effective interest rate would cause an increase or decrease in interest expense under our Existing Term Loan Facility of $7.4 million and $1.7 million, respectively, over the next 12 months and an increase or decrease of 1% in the effective rate would cause an increase or decrease in interest under our Floor Plan Facility of approximately $7.0 million over the next 12 months. We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and

45

procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our management team, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of March 31, 2017, the end of the period covered by the Original Filing. Based on this evaluation, at the time of the Original Filing, our CEO and CFO originally concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2017.

Subsequent to the Original Filing, in connection with the restatement discussed in the Explanatory Note to this Form 10-Q/A (the “Explanatory Note”) and in Note 1 to our unaudited condensed consolidated financial statements (“Note 1”), our management, with the participation of our CEO and CFO, re-assessed the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO concluded that such controls were not effective at the reasonable assurance level as of March 31, 2017 as a result of the material weaknesses discussed below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As discussed in the Explanatory Note and Note 1, in connection with the preparation of our consolidated financial statements for the year ended December 31, 2017, we identified errors in certain of our prior period consolidated financial statements that have caused us to restate and amend the Company’s previously issued condensed consolidated financial statements and related financial information as of and for the three months ended March 31, 2017. These errors were largely the result of certain material weaknesses in our internal control over financial reporting. Specifically, the following material weaknesses have been identified, i) our tax control related to the realization of deferred tax assets was ineffective, ii) certain accounting policies and procedures related to corporate accounting functions within FreedomRoads, which operates our RV dealerships, were not sufficiently documented and/or executed to be considered effective in providing reasonable assurance that accounting transactions are consistently recorded in accordance with generally accepted accounting principles and communication to those executing transactions and performing corporate review functions at FreedomRoads was not sufficiently performed to ensure internal control responsibilities were properly reinforced, and iii) certain of our transaction level and management review controls over the valuation of trade-in unit inventory were not effective.

Changes in Internal Control over Financial Reporting

Except as discussed above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the three months ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1:  Legal Proceedings

We are engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment-related matters, breach of contracts, products liabilities, consumer protection and intellectual property matters resulting from our business activities. We do not believe that the ultimate resolution of these pending claims will have a material adverse effect on our business, financial condition or results of operations. However, litigation is subject to many uncertainties, and the outcome of certain individual litigated matters may not be reasonably predictable and any related damages may not be estimable. Some litigation matters could result in an adverse outcome to us, and any such

46

adverse outcome could have a material adverse effect on our business, financial condition and results of operations.

Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 13, 2017.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

On October 13, 2016, we completed the IPO of our Class A common stock pursuant to a Registration Statement (File No. 333-211977), which was declared effective on October 6, 2016.

Under the Registration Statement, on October 13, 2016 we sold 11,363,636 shares of our Class A common stock at a price of $22.00 per share. Additionally, under the Registration Statement, on November 9, 2016, we sold an additional 508,564 shares of our Class A common stock at a price of $22.00 per share pursuant to the underwriters’ exercise of their option, in part, to purchase additional shares of our Class A common stock. We used all of the net proceeds to make a capital contribution to CWGS, LLC in exchange for 11,872,200 common units of CWGS, LLC. CWGS, LLC used (i) $200.4 million of the capital contribution to repay a portion of the then outstanding borrowings under the Previous Term Loan Facility, (ii) $5.9 million for additional expenses relating to the IPO, and (iii) the remaining $37.5 million for acquisitions of dealerships.

There was no material change in the use of proceeds as described in our prospectus, dated October 6, 2016, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on October 11, 2016.

Item 3:  Defaults Upon Senior Securities

None.

Item 4:  Mine Safety Disclosures

Not applicable.

Item 5:  Other Information

None.

Item 6:  Exhibits

INDEX TO EXHIBITS

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc.	10-Q	001-37908	3.1	11/10/16
3.2	Amended and Restated Bylaws of Camping World Holdings, Inc.	10-Q	001-37908	3.2	11/10/16
4.1	Specimen Stock Certificate evidencing the shares of Class A common stock	S-1/A	333‑211977	4.1	9/13/16

47

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
10.1	First Amendment to Credit Agreement, dated March 17, 2017, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent	8-K	001-37908	10.1	3/17/17
31.1	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer					*
31.2	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer					*
32.1	Section 1350 Certification of Chief Executive Officer					**
32.2	Section 1350 Certification of Chief Financial Officer					**
101.INS	XBRL Instance Document					***
101.SCH	XBRL Taxonomy Extension Schema Document					***
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					***
101.DEF	XBRL Extension Definition Linkbase Document					***
101.LAB	XBRL Taxonomy Label Linkbase Document					***
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					***

*     Filed herewith

**    Furnished herewith

***   Submitted electronically herewith

48

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Camping World Holdings, Inc.
Date: March 13, 2018	By:	/s/ Thomas F. Wolfe
		Thomas F. Wolfe
		Chief Financial Officer and Secretary
		(Authorized Officer and Principal Financial Officer)

49

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Marcus A. Lemonis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Camping World Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 13, 2018	By:	/s/ Marcus A. Lemonis
		Marcus A. Lemonis
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Thomas F. Wolfe, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Camping World Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 13, 2018	By:	/s/ Thomas F. Wolfe
		Thomas F. Wolfe
		Chief Financial Officer and Secretary
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of Camping World Holdings, Inc. (the “Company”) for the period ended March 31, 2017, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 13, 2018	By:	/s/ Marcus A. Lemonis
		Marcus A. Lemonis
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of Camping World Holdings, Inc. (the “Company”) for the period ended March 31, 2017, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas F. Wolfe, Chief Financial Officer and Secretary of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 13, 2018	By:	/s/ Thomas F. Wolfe
		Thomas F. Wolfe
		Chief Financial Officer and Secretary
		(Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 02, 2017
Entity Registrant Name	Camping World Holdings, Inc.
Entity Central Index Key	0001669779
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2017
Amendment Flag	true
Amendment Description	Camping World Holdings, Inc. (the "Company") is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this "Amendment") to restate and amend the Company's previously issued condensed consolidated financial statements and related financial information as of and for the three months ended March 31, 2017 and 2016 previously included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the "Original Filing"), which was previously filed with the Securities and Exchange Commission (the "SEC") on May 4, 2017 (the "Original Filing Date"). In connection therewith, this Amendment amends and restates in their entirety the following items in the Original Filing: Item 1 of Part I "Financial Statements"; Item 2 of Part I "Management's Discussion and Analysis of Financial Condition and Results of Operations"; and Item 4 of Part I "Controls and Procedures". For the convenience of the reader, this Amendment sets forth the Original Filing, as modified where necessary to reflect the foregoing restatement and revisions. In addition, pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, Item 6 of Part II of the Original Filing has been amended to contain currently dated certifications from the Company's Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are attached as Exhibits 31.1, 31.2, 32.1, 32.2 to this Amendment. We have also updated our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. As described in the Company's Current Report on Form 8-K filed March 13, 2018, on March 10, 2018, the Audit Committee of our Board of Directors (the "Audit Committee"), after discussion with Company management and Ernst & Young LLP, our independent registered public accounting firm, determined that the audited consolidated financial statements as of and for the year ended December 31, 2016 included in our Annual Report on Form 10-K for the year ended December 31, 2016 and the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2017 included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 previously filed with the SEC should no longer be relied upon and should be amended to reflect the adjustments described herein. Except as described herein, this Amendment does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the Original Filing Date. As such, this Amendment speaks only as of the Original Filing Date, and the Company has not undertaken to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Company's filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings. Background On October 13, 2016, the Company completed an initial public offering of 11,363,636 shares of the Company's Class A common stock at a public offering price of $22.00 per share (the "IPO"). The Company received $233.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 11,363,636 newly-issued common units from CWGS Enterprises, LLC ("CWGS, LLC") at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, the Company closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. Following the purchase of newly-issued common units from CWGS, LLC as described above, the Company's deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis). In connection with preparing its financial statements for the year ended December 31, 2017, the Company determined that a portion of the outside basis deferred tax asset related to its acquisition of the direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Company were to dispose of its investment in CWGS, LLC, which the Company has no current plan to do. Accordingly, the Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its deferred tax asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at March 31, 2017 the valuation allowance against this portion of its deferred tax asset was $102.6 million. Additional information regarding the impact of the valuation allowance against the portion of the Company's outside basis deferred tax asset related to its acquisition of a direct interest in CWGS, LLC through newly issued LLC units as of December 31, 2016 and March 31, 2017, is contained under the caption "Restatement of Previously Issued Financial Statements" in Note 1 "Summary of Significant Accounting Policies" to our unaudited condensed consolidated financial statements included in this Amendment. Along with restating our financial statements for the correction discussed above, we are making adjustments for certain immaterial items with respect to the three months ended March 31, 2017 and 2016. The Company determined the effect of these corrections was not material to the previously issued financial statements for the years ended December 31, 2016 and 2015, the interim quarterly periods therein or the interim quarterly periods in the year ended December 31, 2017. In conjunction with the restatement described above, we have determined it would be appropriate within this Amendment to record these adjustments for the respective periods. Please refer to the section under the caption "Restatement of Previously Issued Financial Statements" in Note 1 "Summary of Significant Accounting Policies" to our unaudited condensed consolidated financial statements in this Amendment for more information regarding the effect of these adjustments. Restatement of Conclusion Regarding Disclosure Controls and Procedures At the time of the Original Filing, our chief executive officer ("CEO") (principal executive officer) and chief financial officer ("CFO") (principal financial officer) concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2017. Subsequent to that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2017 because of the material weaknesses in internal control over financial reporting described in Item 4 of Part I "Controls and Procedures" of this Amendment. As a result, we have restated Item 4 of Part I "Controls and Procedures" to reflect the revised conclusion and to include disclosure of the material weaknesses.
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Class A common stock
Entity Common Stock, Shares Outstanding		19,302,399
Class B common stock
Entity Common Stock, Shares Outstanding		62,002,729
Class C common stock
Entity Common Stock, Shares Outstanding		1

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 174,734	$ 114,196
Contracts in transit	69,009	29,012
Accounts receivable, net	62,774	58,488
Inventories, net	992,445	902,711
Prepaid expenses and other assets	19,640	21,755
Total current assets	1,318,602	1,126,162
Property and equipment, net	141,936	130,760
Deferred tax assets, net	23,596	24,433
Intangibles assets, net	3,043	3,386
Goodwill	198,937	153,105
Other assets	18,349	17,931
Total assets	1,704,463	1,455,777
Current liabilities:
Accounts payable	108,700	68,655
Accrued liabilities	94,055	78,044
Deferred revenues and gains	67,474	71,128
Current portion of capital lease obligations	1,117	1,224
Current portion of Tax Receivable Agreement liability	208	991
Current portion of long-term debt	7,400	6,450
Notes payable - floor plan, net	695,533	625,185
Other current liabilities	20,669	16,745
Total current liabilities	995,156	868,422
Capital lease obligations, net of current portion	591	841
Right to use liability	10,307	10,343
Tax receivable agreement liability, net of current portion	19,125	18,190
Long-term debt, net of current portion	711,797	620,303
Deferred revenues and gains	58,758	57,659
Other long-term liabilities	27,272	24,156
Total liabilities	1,823,006	1,599,914
Commitments and contingencies
Stockholders' deficit:
Additional paid-in capital	(29,780)	(30,006)
Retained earnings	4,690	71
Total stockholders' deficit attributable to Camping World Holdings, Inc.	(24,895)	(29,740)
Non-controlling interests	(93,648)	(114,397)
Total stockholders' deficit	(118,543)	(144,137)
Total liabilities and stockholders' deficit	1,704,463	1,455,777
Class A common stock
Stockholders' deficit:
Common stock	189	189
Total stockholders' deficit	189	189
Class B common stock
Stockholders' deficit:
Common stock	6	6
Total stockholders' deficit	$ 6	$ 6

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Stockholders' equity
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock authorized	20,000,000	20,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Class A common stock
Stockholders' equity
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	250,000,000	250,000,000
Common stock, issued	18,946,040	18,935,916
Common stock, outstanding	18,946,000	18,935,916
Class B common stock
Stockholders' equity
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	75,000,000	75,000,000
Common stock, issued	69,066,445	69,066,445
Common stock, outstanding	62,002,729	62,002,729
Class C common stock
Stockholders' equity
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	1	1
Common stock, issued	1	1
Common stock, outstanding	1	1

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Revenue:
Total revenue		$ 881,635	$ 796,031
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue		629,706	574,339
Operating expenses:
Selling, general, and administrative		175,490	160,388
Depreciation and amortization		6,853	5,891
Gain on sale of assets		(318)	(24)
Total operating expenses		182,025	166,255
Income from operations		69,904	55,437
Other income (expense):
Floor plan interest expense		(5,302)	(5,142)
Other interest expense, net		(9,404)	(12,748)
Tax Receivable Agreement liability adjustment		17
Total other income (expense)		(14,689)	(17,890)
Income before income taxes		55,215	37,547
Income tax expense		(5,592)	(371)
Net income		49,623	37,176
Less: net income attributable to non-controlling interests		(42,101)
Net income attributable to Camping World Holdings, Inc.		$ 7,522	37,176
Weighted average shares of Class A common stock outstanding (1):
Dividends declared per share		$ 0.15
Class A common stock
Other income (expense):
Net income		$ 49,623
Less: net income attributable to non-controlling interests		(42,101)
Net income attributable to Camping World Holdings, Inc.		$ 7,522
Earnings per share of Class A common stock (1):
Basic	[1]	$ 0.40
Diluted	[1]	$ 0.38
Weighted average shares of Class A common stock outstanding (1):
Basic	[1]	18,946
Diluted	[1]	83,772
Consumer services and plans
Revenue:
Total revenue		$ 50,246	44,998
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue		21,147	19,881
Retail
Revenue:
Total revenue		831,389	751,033
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue		608,559	554,458
Retail | New vehicles
Revenue:
Total revenue		503,304	408,608
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue		435,062	349,311
Retail | Used vehicles
Revenue:
Total revenue		145,819	178,167
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue		111,902	145,512
Retail | Parts, services and other
Revenue:
Total revenue		116,223	113,484
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Total costs applicable to revenue		61,595	59,635
Retail | Finance and insurance, net
Revenue:
Total revenue		$ 66,043	$ 50,774

[1] Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 16 — Earnings Per Share.

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Condensed Consolidated Statement Stockholders' Deficit - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands	Additional Paid-in Capital	Retained Earnings	Non-controlling Interest	Class A common stock	Class B common stock	Class C common stock	Total
Balance at Dec. 31, 2016	$ (30,006)	$ 71	$ (114,397)	$ 189	$ 6		$ (144,137)
Balance (in shares) at Dec. 31, 2016				18,935,916	62,002,729	1
Increase (Decrease) in Members' Equity (Deficit)
Equity-based compensation	719						719
Redemption of LLC common units for Class A common stock	(150)		(16)				(166)
Redemption of LLC common units for Class A common stock (in shares)				10,000
Distributions to holders of LLC Units			(21,907)				(21,907)
Dividends		(2,903)					(2,903)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	(104)						(104)
Non-controlling interest adjustment	(539)		539
Net income		7,522	42,101	$ 49,623			49,623
Balance at Mar. 31, 2017	$ (29,780)	$ 4,690	$ (93,648)	$ 189	$ 6		$ (118,543)
Balance (in shares) at Mar. 31, 2017				18,946,000	62,002,729	1

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating activities
Net income	$ 49,623	$ 37,176
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	6,853	5,891
Equity-based compensation	719
Gain on sale of assets	(318)	(24)
Provision for losses on accounts receivable	(20)	269
Accretion of original issue discount	257	302
Non-cash interest	1,169	1,249
Deferred income taxes	1,068	121
Gain on remeasurement of Tax Receivable Agreement	(17)
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit	(44,263)	(41,435)
Inventories	(61,336)	(113,879)
Prepaid expenses and other assets	1,350	(4,291)
Checks in excess of bank balance		4,464
Accounts payable and other accrued expenses	31,709	25,250
Accrued rent for cease-use locations	121	(73)
Deferred revenue and gains	(2,555)	(2,304)
Other, net	2,622	(1,039)
Net cash used in operating activities	(13,018)	(88,323)
Investing activities
Purchases of property and equipment	(10,029)	(7,023)
Purchase of real property	(6,024)	(9,482)
Proceeds from the sale of real property		1,244
Purchases of businesses, net of cash acquired	(75,448)	(60,251)
Proceeds from sale of property and equipment	379	2,708
Net cash used in investing activities	(91,122)	(72,804)
Financing activities
Proceeds from long-term debt	94,762
Payments on long-term debt	(1,850)	(10,020)
Net borrowings on notes payable - floor plan, net	98,140	128,118
Payments of principal on capital lease obligations	(357)	(416)
Payments of principal on right to use liability	(36)	(56)
Payment of debt issuance costs	(1,171)
Dividends on Class A common stock	(2,903)
Members' distributions	(21,907)	(28,568)
Net cash provided by financing activities	164,678	89,058
Increase (decrease) in cash	60,538	(72,069)
Cash at beginning of the period	114,196	92,025
Cash at end of the period	$ 174,734	$ 19,956

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), 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 Securities and Exchange Commission (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 fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three months ended March 31, 2017 are unaudited. The condensed consolidated balance sheet as of December 31, 2016 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, 2016 (the “Annual Report”) filed with the SEC on March 13, 2017. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions (the “Reorganization Transactions”) that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of March 31, 2017, CWH owned 22.6% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and related Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.

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

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The operations of the Company consist of two primary businesses: (i) Consumer Services and Plans, and (ii) Retail. The Company provides consumer services and plans offerings through its Good Sam brand and the Company provides its retail offerings through its Camping World brand. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, the Company primarily derives revenues from the sale of the following products: new vehicles; used vehicles; parts and service, including recreational vehicle (“RV”) accessories and supplies; and finance and insurance. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and camping enthusiasts. At March 31, 2017, the Company operated 126 Camping World retail locations, of which 109 locations sell new and used RVs, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser.

Restatement of Previously Issued Financial Statements

Following the purchase of newly-issued common units from CWGS, LLC in connection with the IPO, the Company’s deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis) (the “Outside Basis Deferred Tax Asset”). In connection with preparing its financial statements for the year ended December 31, 2017, the Company determined that a portion of the Outside Basis Deferred Tax Asset related to its acquisition of the direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Company were to dispose of its investment in CWGS, LLC, which the Company has no current plan to do. Accordingly, the Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its Outside Basis Deferred Tax Asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at March 31, 2017 the valuation allowance was $102.6 million.

Because the Company’s consolidated financial statements as of and for the year ended December 31, 2016 included the Outside Basis Deferred Tax Asset, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2016 to reflect a valuation allowance against the portion of the deferred tax asset related to the outside basis difference of $102.7 million. Accordingly, the Company has restated its condensed consolidated financial statements and related notes (including Notes 11 and 17) as of and for the three months ended March 31, 2017 to reflect the effect of this 2016 adjustment on the subsequent periods (the “Restatement”). There was no impact on net income or cash flows for the related periods affected by the Restatement.

The Company also corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were also identified in connection with the preparation of the financial statements for the year ended December 31, 2017, and related to i) the lack of deferral of a portion of Good Sam roadside assistance policies sold through the finance and insurance process with the sale of new and used vehicles, ii) the application of a portion of certain vendor rebates against the related inventory balances, iii) the elimination of intercompany allocation of certain revenue from new and used vehicles to consumer services and plans, and iv) the allocation of the intercompany markup between costs applicable to new and used vehicles. To quantify these errors, management performed an analysis of deferred roadside assistance policies and vendor rebates applicable to ending inventory for the years ended December 31, 2016, 2015, 2014, and 2013 and the interim periods in 2017 and 2016. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108 and, determined the effect of these corrections was not material to the previously issued financial statements as of and for the years ended December 31, 2016 and 2015. As a result of also correcting these errors, new vehicles revenue, used vehicles revenue, finance and insurance, net revenue, costs applicable to revenue – new vehicles, costs applicable to revenue – used vehicles, all within the retail segment, and net income attributable to non-controlling interests and earnings per share, basic and diluted have been revised (the “Immaterial Adjustments”). There was no effect on any per share amounts prior to the quarter ended December 31, 2016 as such periods were before the Company’s IPO, see Note 16 — Earnings Per Share.

The following table presents the effect of the Restatement and the Immaterial Adjustments on the Company’s condensed consolidated balance sheets for the periods indicated.

	As of March 31, 2017						As of December 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Inventories	$	998,595	$	(6,150)	$	992,445	$	909,254	$	(6,543)	$	902,711
Total current assets		1,324,752		(6,150)		1,318,602		1,132,705		(6,543)		1,126,162
Deferred tax asset		124,902		(101,306)		23,596		125,878		(101,445)		24,433
Total assets		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777
Deferred revenues and gains, current portion		64,902		2,572		67,474		68,643		2,485		71,128
Total current liabilities		992,584		2,572		995,156		865,937		2,485		868,422
Deferred revenues and gains, long-term portion		53,150		5,608		58,758		52,210		5,449		57,659
Total liabilities		1,814,826		8,180		1,823,006		1,591,980		7,934		1,599,914
Additional paid-in capital		74,362		(104,142)		(29,780)		74,239		(104,245)		(30,006)
Retained earnings		5,094		(404)		4,690		544		(473)		71
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		79,651		(104,546)		(24,895)		74,978		(104,718)		(29,740)
Non-controlling interest		(82,558)		(11,090)		(93,648)		(103,193)		(11,204)		(114,397)
Stockholders' deficit		(2,907)		(115,636)		(118,543)		(28,215)		(115,922)		(144,137)
Total liabilities and stockholders' deficit		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777

The following table presents the effect of the Immaterial Adjustments on the Company’s condensed consolidated statements of operations for the periods indicated.

	Three Months Ended March 31, 2017						Three Months Ended March 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Revenue:
New vehicles	$	504,586	$	(1,282)	$	503,304	$	409,476	$	(868)	$	408,608
Used vehicles		146,471		(652)		145,819		178,763		(596)		178,167
Finance and insurance, net		66,289		(246)		66,043		51,027		(253)		50,774
Retail segment revenues		833,569		(2,180)		831,389		752,750		(1,717)		751,033
Total revenue		883,815		(2,180)		881,635		797,748		(1,717)		796,031
Costs applicable to revenue- new vehicles		438,148		(3,086)		435,062		350,848		(1,537)		349,311
Costs applicable to revenue- used vehicles		111,143		759		111,902		145,088		424		145,512
Retail segment costs applicable to revenue		610,886		(2,327)		608,559		555,571		(1,113)		554,458
Total costs applicable to revenue		632,033		(2,327)		629,706		575,452		(1,113)		574,339
Income from operations		69,757		147		69,904		56,041		(604)		55,437
Income before income taxes		55,068		147		55,215		38,151		(604)		37,547
Income tax expense		(5,627)		35		(5,592)		(371)		—		(371)
Net income		49,441		182		49,623		37,780		(604)		37,176
Net income attributable to non-controlling interests		(41,988)		(113)		(42,101)		—		—		—
Net income attributable to Camping World Holdings, Inc.		7,453		69		7,522		37,780		(604)		37,176
Earnings per share of Class A common stock:
Basic	$	0.39	$	0.01	$	0.40
Diluted	$	0.37	$	0.01	$	0.38

While the error corrections did not have an impact on cash provided by or used in operating, investing, or financing activities, the applicable line items on the above tables within cash provided by operating activities on the consolidated statements of cash flows have been appropriately revised for the periods presented. The impact of these error corrections to relevant segment financial information is presented in Note 17 to these unaudited condensed consolidated financial statements.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long lived assets, assets held for sale, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

Recently Adopted Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). The amendments in the accounting standard replace the lower of cost or market test with a lower of cost and net realizable value test. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2016. The Company adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU amends guidance on the classification and measurement of financial instruments. Although ASU 2016-01 retains many current requirements, it significantly revises an entity’s accounting related to investments in equity securities, excluding those accounted for under the equity method of accounting or those that result in the consolidation of the investee. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. One of the amendments eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017, which eliminated the disclosure requirements discussed above, and the adoption did not materially impact its consolidated financial statements or results of operations.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with Accounting Standards Codification (“ASC”) Topic No. 606. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and must be applied prospectively. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2014-09, which are effective upon the adoption of ASU 2014-09. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity will be required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. To assess the impact of the ASU, the Company established an internal implementation team to review its current accounting policies and practices, identify all material revenue streams, assess the impact of the ASU on its material revenue streams and identify potential differences with current policies and practices. The Company’s internal implementation team is in the process of performing its initial review of the likely impacts that the application of the amendments in this ASU will have on its consolidated financial statements. The team has identified the Company’s material revenue streams to be the sale of new and used vehicles; the sale of parts, RV accessories, and supplies; the performance of vehicle maintenance and repair services; the arrangement of associated vehicle financing; the sale of insurance and emergency roadside assistance contracts; and the sale of club memberships. Currently, the team has not completed its assessment of the changes, if any, to its current revenue recognition policies and practices. The Company’s implementation team is in the preliminary stages of evaluating the additional disclosure requirements of the ASU, as well as the change, if any, to the Company’s underlying accounting and financial reporting systems and processes necessary to support the recognition and disclosure requirements. The Company expects to identify and implement the necessary changes, if any, during 2017. The Company expects to be able to evaluate the impact of this update on its consolidated financial statements during the quarter ending June 30, 2017. The Company currently expects to adopt the amendments of this ASU as of January 1, 2018, as a cumulative effect adjustment as of the date of adoption, but will not make a final decision on the adoption method until later in 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of the ASU will have a significant impact on its consolidated balance sheet, as currently most of its real estate is leased via operating leases. Adoption of this ASU is required to be done using a modified retrospective approach.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

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Inventories, Net and Floor Plan Payable

3 Months Ended

Mar. 31, 2017

Inventories, Net and Floor Plan Payable.

Inventories, Net and Floor Plan Payable

2. Inventories, Net and Floor Plan Payable

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2017		2016
New RV vehicles	$	806,282	$	721,091
Used RV vehicles		71,965		78,787
Parts, accessories and miscellaneous		114,198		102,833
	$	992,445	$	902,711

New and used vehicles included in retail inventories are primarily financed by floor plan arrangements through a syndication of banks. The floor plan notes are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, which operates the Camping World dealerships, and bear interest at one month London Interbank Offered Rate (“LIBOR”) plus 2.15% as of March 31, 2017 and 2.05% as of December 31, 2016. LIBOR, as defined, was 0.78% at March 31, 2017 and 0.62% as of December 31, 2016. Principal is due upon the sale of the related vehicle.

In August 2015, FR entered into a Sixth Amended and Restated Credit Agreement for floor plan financing (“Floor Plan Facility”) to extend the maturity date to August 2018. On July 1, 2016, FR entered into Amendment No. 1 to the Sixth Amended and Restated Credit Agreement for the Floor Plan Facility to, among other things, increase the available amount under the Floor Plan Facility from $880.0 million to $1.18 billion, amend the applicable borrowing rate margin on LIBOR and base rate loans ranging from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR, and extend the maturity date to June 30, 2019. The letter of credit commitment within the Floor Plan Facility remained at $15.0 million. The Floor Plan Facility includes an offset account that allows the Company to transfer cash as an offset to the payable under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into the Company’s operating cash accounts. When the Company uses the floor plan offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of income. The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at March 31, 2017 and December 31, 2016.

At March 31, 2017 and December 31, 2016, the principal amount outstanding under the Floor Plan Facility was $695.5 million and $625.2 million, respectively, which was net of the floor plan offset account of $81.5 million and $68.5 million, respectively.

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets

Goodwill and Intangible Assets

3. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by reportable segments for the three months ended March 31, 2017 (in thousands):

	Consumer
	Services and
	Plans		Retail		Consolidated
Balance as of December 31, 2016	$	49,944	$	103,161	$	153,105
Acquisitions		—		45,832		45,832
Balance as of March 31, 2017	$	49,944	$	148,993	$	198,937

The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2017 and December 31, 2016 (in thousands):

	March 31,		December 31,
	2017		2016
Gross membership and customer lists	$	9,485	$	9,485
Less: accumulated amortization		(6,442)		(6,099)
Intangible assets, net	$	3,043	$	3,386

Our principal identifiable finite-lived intangible assets are membership and customer lists with weighted-average useful lives of approximately five years each.

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Long-Term Debt

3 Months Ended

Mar. 31, 2017

Long-Term Debt.

Long-Term Debt

4. Long-Term Debt

Long-term debt consists of the following (in thousands):

	March 31,		December 31,
	2017		2016
Term Loan Facility (1)	$	719,197	$	626,753
Less: current portion		(7,400)		(6,450)
	$	711,797	$	620,303

⁽¹⁾ Net of $6.3 million and $6.3 million of original issue discount at March 31, 2017 and December 31, 2016, respectively, and $12.6 million and $11.9 million of finance costs at March 31, 2017 and December 31, 2016, respectively.

Existing Senior Secured Credit Facilities

On November 8, 2016, CWGS Group, LLC, a wholly owned subsidiary of CWGS, LLC, entered into a new $680.0 million senior secured credit facility (“Existing Senior Secured Credit Facilities”) and used the proceeds to repay its previous senior secured credit facilities (“Previous Senior Secured Credit Facilities”). The Existing Senior Secured Credit Facilities consists of a seven-year $645.0 million Term Loan Facility (“Existing Term Loan Facility”) and a five-year $35.0 million revolving credit facility (“Existing Revolving Credit Facility”). On March 17, 2017, CWGS Group, LLC entered into an amendment to the Existing Senior Secured Credit Facilities to increase the Existing Term Loan Facility by $95.0 million to $740.0 million. The net proceeds from the additional borrowings are intended to be used by FreedomRoads to purchase dealerships. No other terms of the credit agreement governing our Existing Senior Secured Credit Facilities were amended in connection with the amendment. The Existing Term Loan Facility includes mandatory amortization at 1% per annum in equal quarterly installments.

Interest on the Existing Term Loan Facility floats at the Company’s option at a) LIBOR multiplied by the statutory reserve rate (such product, the “Adjusted LIBOR Rate”), subject to a 0.75% floor, plus an applicable margin of 3.75%, or b) an Alternate Base Rate (“ABR”) equal to 2.75% per annum plus the greater of: (i) the prime rate published by The Wall Street Journal (the “WSJ Prime Rate”), (ii) federal funds effective rate plus 0.50%, or (iii) on-month Adjusted LIBOR Rate plus 1.00%, subject to a 1.75% floor. Interest on borrowings under the Existing Revolving Credit Facility is at the Company’s option of a) 3.25% to 3.50% per annum subject to a 0.75% floor in the case of a Eurocurrency loan, or b) 2.25% to 2.50% per annum plus the greater of the WSJ Prime Rate, federal funds effective rate plus 0.50%, or one-month Adjusted LIBOR Rate plus 1.00% in the case of an ABR loan, based on the Company’s total leverage ratio as defined in the Existing Senior Secured Credit Facilities. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Existing Senior Secured Credit Facility. Reborrowings under the Existing Term Loan Facility are not permitted.

Following the end of each fiscal year, commencing with the fiscal year ending December 31, 2017, the Company is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Existing Senior Secured Credit Facilities, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% if the total leverage ratio, as defined, is 1.50 to 1.00 or greater but less than 2.00 to 1.00. If the total leverage ratio is less than 1.50 to 1.00, no prepayment of excess cash flow is required.

The Existing Revolving Credit Facility matures on November 8, 2021, and the Existing Term Loan Facility matures on November 8, 2023. The funds available under the Existing Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $15.0 million may be allocated to such letters of credit. As of March 31, 2017, the interest rate on the term debt was 4.60%. As of March 31, 2017 and December 31, 2016, the Company had available borrowings of $31.8 million and $31.8 million, respectively and letters of credit in the aggregate amount of $3.2 million and $3.2 million outstanding, respectively, under the Existing Revolving Credit Facility. As of March 31, 2017 and December 31, 2016, the principal balance of $738.2 million and $645.0 million was outstanding under the Existing Term Loan Facility and no amounts were outstanding on the Existing Revolving Credit Facility.

CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to meet the financial obligations associated with the Existing Senior Secured Credit Facilities is dependent on the earnings and cash flows of its operating subsidiaries, primarily Good Sam Enterprises, LLC and FR, and their ability to upstream dividends. The Existing Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FR and its subsidiaries. The Existing Senior Secured Credit Facilities contain certain restrictive covenants including, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the prepayment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at March 31, 2017 and December 31, 2016.

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Right to Use Liabilities

3 Months Ended

Mar. 31, 2017

Right to Use Liabilities

Right to Use Liabilities

5. Right to Use Liabilities

The Company leases operating facilities throughout the United States. The Company analyzes all leases in accordance with Accounting Standards Codification (“ASC”) 840 — Leases.  The Company has included the right to use assets in property and equipment, net, as follows (in thousands):

	March 31,		December 31,
	2017		2016
Right to use assets	$	10,673	$	10,673
Accumulated depreciation		(732)		(667)
	$	9,941	$	10,006

The following is a schedule by year of the future changes in the right to use liabilities as of March 31, 2017 (in thousands):

2017	$	654
2018		583
2019		486
2020		486
2021		487
Thereafter (1)		13,812
Total minimum lease payments		16,508
Amounts representing interest		(6,201)
Present value of net minimum right to use liability payments	$	10,307

⁽¹⁾ Includes $5.0 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2017

Fair Value Measurements

Fair Value Measurements

6. Fair Value Measurements

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

For cash and cash equivalents; accounts receivable; other current assets; accounts payable; notes payable — floor plan, net; and other current liabilities the amounts reported in the accompanying Unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2017 and 2016 of assets and liabilities that are not measured at fair value on a recurring basis.

The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Existing Term Loan Facility and Previous Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2).

	Fair Value	3/31/2017				12/31/2016
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	719,197	$	740,918	$	626,753	$	649,838

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies.

Commitments and Contingencies

7. Commitments and Contingencies

The Company holds certain property and equipment under rental agreements and operating leases that have varying expiration dates. A majority of its operating facilities are leased from unrelated parties throughout the United States.

From time to time, the Company is involved in litigation arising in the normal course of business operations. The Company does not believe it is involved in any litigation that requires disclosure or will have a material adverse effect on its results of operations or financial position.

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Cash Flows

3 Months Ended

Mar. 31, 2017

Statement of Cash Flows

Statement of Cash Flows

8. Statement of Cash Flows

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

	Three Months Ended
	March 31,		March 31,
	2017		2016
Cash paid during the period for:
Interest	$	15,810	$	15,728
Income taxes		38		(32)
Non-cash investing activities:
Derecognized property and equipment for leases that qualified as operating leases after completion of construction		—		(15,390)
Property and equipment acquired through third-party capital lease arrangements				2,007
Non-cash financing activities:
Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction		—		(15,393)
Third-party capital lease arrangements to acquire property and equipment				2,007
Class A common stock issued in exchange for common units in CWGS, LLC		—		—
Class A common stock issued for vested restricted stock units		—		—

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Acquisitions

3 Months Ended

Mar. 31, 2017

Acquisitions

Acquisitions

9. Acquisitions

During the three months ended March 31, 2017 and 2016, a subsidiary of the Company acquired the assets of multiple dealership locations. The Company used its working capital, a combination of cash and floor plan financing and member’s capital contributions to complete the acquisitions. 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.

For the three months ended March 31, 2017, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $6.0 million from related parties of the sellers. For the three months ended March 31, 2016, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $9.5 million from related parties of the sellers. For the three months ended March 31, 2016, the Company sold other real properties to a third party in sale-leaseback transactions for $1.2 million.

A summary of the purchase price allocations for the acquisitions consists of the following:

	Three Months Ended March 31,
($ in thousands)	2017		2016
Assets (liabilities) acquired (assumed) at fair value:
Accounts receivable	$	—	$	944
Inventory		29,625		25,989
Property and equipment		467		—
Intangibles		—		635
Goodwill		45,832		33,469
Security deposits		—		1,349
Other assets		3		142
Accrued expenses		(479)		(2,277)
Purchase price		75,448		60,251
Inventory purchases financed via floor plan		(16,805)		(22,265)
Cash payment net of floor plan financing	$	58,643	$	37,986

The fair values above 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. The amount of acquired goodwill that was deductible for tax purposes for the three months ended March 31, 2017 and 2016 was $45.8 million and $33.5 million, respectively. Included in the three months ended March 31, 2017 and 2016 consolidated financial results were $11.5 million and $12.2 million of revenue, respectively, and $0.5 million and $0.2 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates.

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Exit Activities

3 Months Ended

Mar. 31, 2017

Exit Activities

Exit Activities

10. Exit Activities

The Company closed certain retail locations in previous periods. The Company remains obligated under the terms of these leases for rent and other costs associated with these leases, and has no plan to occupy them in the future. In accordance with ASC 420, Accounting for Costs Associated with Exit or Disposal Activities, the Company recorded a charge to rent expense to recognize the costs of exiting the space. The liability was equal to the fair value of rent less the fair value of the amount of rent received by the Company from a tenant under a sublease over the remainder of the lease terms, which expire on various dates through 2032. The change in the estimated fair value of these amounts was recognized in income as part of income from operations. The current portion of the liability was $0.3 million as of March 31, 2017 and December 31, 2016 and is included in other current liabilities. The liability outstanding was $2.9 million and $2.8 million as of March 31, 2017 and December 31, 2016, respectively.

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Income Taxes (Restated)

3 Months Ended

Mar. 31, 2017

Income Taxes (Restated).

Income Taxes (Restated)

11. Income Taxes (Restated)

CWH is organized as a Subchapter C corporation and, on October 6, 2016, as part of the Company’s IPO, became a 22.6% owner of CWGS, LLC (see Note 13 — Stockholders’ Equity). CWGS, LLC is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception of Americas Road and Travel Club, Inc., Camping World, Inc. (“CW”), and FreedomRoads RV, Inc. (“FRRV”) and their wholly-owned subsidiaries, which are Subchapter C corporations.

For the three months ended March 31, 2017 and 2016, the Company’s effective income tax rate was 10.2% and 1.0%, respectively. The increase in the amount of income tax expense and effective income tax rate in 2017 was due to the increased profitability at the FRRV level and that CWH was also subject to U.S. federal, state and local taxes on its allocable share of taxable income or loss generated by CWGS, LLC subsequent to the Company’s IPO.The Company's effective tax rate is significantly less than the federal statutory rate of 35.0% primarily because no federal income taxes are payable by the Company for the non-controlling interests' share of CWGS, LLC’s taxable income due to CWGS, LLC’s pass through structure for federal and most state and local income tax reporting, with the exception of the Subchapter C corporations noted above.

The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. At March 31, 2017 and December 31, 2016, the Company determined that all of its deferred tax assets, except those pertaining to CW and the direct investment in the outside basis of CWGS, LLC, are more likely than not to be realized. The Company maintains a full valuation allowance against the deferred tax assets of CW, since it was determined that it would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets. The Company maintains a valuation allowance against the portion of the deferred tax asset pertaining to the outside basis of CWGS, LLC that is not amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the deferred tax asset if the investment in CWGS, LLC was divested.

The provision for income tax for the entities subject to federal income tax has been included in the consolidated financial statements. The income tax is based on the amount of taxes due on their tax returns plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using expected tax rates.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. As of March 31, 2017 and December 31, 2016, the Company had no uncertain tax positions. The Company did not recognize any interest or penalties relating to income taxes for the three months ended March 31, 2017 and 2016.

On October 6, 2016, the Company entered into 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 future redemptions or exchanges of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. CWGS intends to make an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption or exchange (including a deemed exchange) of common units for cash or stock occur. 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 or exchange 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. As part of the IPO 1,698,763 common units in CWGS, LLC were exchanged for Class A common stock by Crestview Partners II GP, L.P., subject to the provisions of the Tax Receivable Agreement. During the three months ended March 31, 2017, 10,000 common units in CWGS, LLC were exchanged for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the exchange, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of March 31, 2017 and December 31, 2016, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $19.3 million and $19.2 million, respectively, of which $0.2 million and $1.0 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the Consolidated Balance Sheets.

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Related Party Transactions

3 Months Ended

Mar. 31, 2017

Related Party Transactions

Related Party Transactions

12. Related Party Transactions

Monitoring Agreement

Crestview Advisors, L.L.C. and Stephen Adams (together, the “Managers” and each, a “Manager”) and the Company were parties to a monitoring agreement relating to each Manager’s monitoring of its (or its affiliate’s) investment in CWGS, LLC. Pursuant to the monitoring agreement, CWGS, LLC agreed to pay each of the Managers an aggregate per annum monitoring fee equal to $1.0 million, payable in quarterly installments of $250,000. In addition, the Company agreed to reimburse each Manager and its affiliates, employees and agents for up to an aggregate per annum amount of $250,000 for all reasonable fees and expenses incurred in connection with such Manager’s monitoring of its (or its affiliate’s) investment in CWGS, LLC. CWGS, LLC also agreed to indemnify each Manager and its respective affiliates from and against all losses, claims, damages and liabilities arising out of the performance by such Managers’ monitoring of its (or its affiliate’s) investment in CWGS, LLC. Pursuant to the monitoring agreement, the Company incurred monitoring fees of $0.5 million and reimbursed fees and expenses of $0.1 million for the three months ended March 31, 2016. The monitoring agreement was terminated upon the consummation of the Company’s IPO.

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various retail locations from managers and officers. During the three months ended March 31, 2017 and 2016, the related party lease expense for these locations was $0.4 million and $0.3 million, respectively.

In January 2012, FreedomRoads entered into a lease (the “Original Lease”) with respect to the Company’s Lincolnshire, Illinois offices, which was amended in March 2013 in connection with the Company’s leasing of additional premises within the same office building (the “Expansion Lease”). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, commencing April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, has personally guaranteed both leases. During the three months ended March 31, 2017, we made payments of approximately $176,000 and $8,000 in connection with the Original Lease and the Expansion Lease, respectively, which includes approximately $79,000 for common area maintenance charges on the Original Lease. During the three months ended March 31, 2016, we made payments of approximately $168,000 and $8,000 in connection with the Original Lease and the Expansion Lease, respectively, which includes approximately $72,000 for common area maintenance charges on the Original Lease.

Other Transactions

The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s retail locations from Precise Graphix, LLC (“Precise Graphix”). Mr. Lemonis has a 33% economic interest in Precise Graphix and the Company paid Precise Graphix $0.3 million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2017

Stockholders' Equity

Stockholders' Equity

13. Stockholders’ Equity

Reorganization Transactions

In connection with the IPO on October 6, 2016, the Company completed the following Reorganization Transactions:

· The Company amended and restated its certificate of incorporation which, among other things, authorized preferred stock and three classes of common stock. The Class A common stock entitles the holders to receive dividends; distributions upon the liquidation, dissolution, or winding up of the Company; and have voting rights. The Class B common stock and Class C common stock entitles the holders to voting rights, which in certain cases are disproportionate to the voting rights of the Class A common stock; however, the holders of Class B common stock and Class C common stock are not entitled to receive dividends or distributions upon the liquidation, dissolution, or winding up of the Company;

· CWGS, LLC amended and restated the limited liability company agreement of CWGS, LLC (the “LLC Agreement” and the “Recapitalization”), which among other things, (i) provided for a new single class of common membership interests in CWGS, LLC, the common units, and (ii) exchanged all of the then-existing membership interests in CWGS, LLC to common units. The holders of the common units may elect to exchange or redeem the common units for newly-issued shares of the Company’s Class A common stock or cash at the Company’s election, subject to certain restrictions. If the redeeming or exchanging party also holds Class B common stock, then simultaneously with the payment of cash or newly-issued shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units, a number of shares of the Company’s Class B common stock will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged; and

· The Company acquired, by merger, an entity that was owned by former indirect members of CWGS, LLC (the “Former Equity Owners”), for which the Company issued 7,063,716 shares of Class A common stock as merger consideration (the “CWH BR Merger”). The only significant asset held by the merged entity prior to the CWH BR Merger was 7,063,716 common units of CWGS, LLC and a corresponding number of shares of CWH Class B common stock. Upon consummation of the CWH BR Merger, the Company canceled the 7,063,716 shares of Class B common stock and recognized the 7,063,716 of common units of CWGS, LLC at carrying value, as the CWH BR Merger was considered to be a transaction between entities under common control.

The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Following the completion of the Reorganization Transactions and IPO, CWH owned 22.6% of CWGS, LLC and the remaining 77.4% of CWGS, LLC was owned by the Continuing Equity Owners (see Note 14 — Non-Controlling Interests). As a result of the Reorganization Transactions, CWH became the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC, CWH had the sole voting power in, and controlled the management of, CWGS, LLC. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements.

As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.  See the Company’s Annual Report for further details.

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Non-Controlling Interests

3 Months Ended

Mar. 31, 2017

Non-Controlling Interests

Non-Controlling Interests

14. Non-Controlling Interests

In connection with the Reorganization Transactions, described in Note 13 — Stockholders’ Equity, CWH became the sole managing member of CWGS, LLC and, as a result, consolidate the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in the CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At March 31, 2017 and December, 31, 2016, CWGS, LLC had negative net assets which resulted in negative non-controlling interest amounts on the Unaudited Condensed Consolidated Balance Sheets.

As of March 31, 2017 and December 31, 2016, there were 83,771,914 and 83,771,830 common units of CWGS, LLC outstanding, respectively, of which CWH owned 18,946,000 and 18,935,916 common units of CWGS, LLC, respectively, representing a 22.6% ownership interest in CWGS, LLC and the Continuing Equity Owners owned 64,825,914 and 64,835,914 common units of CWGS, LLC, respectively, representing a 77.4% ownership interest in CWGS, LLC.

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

	Three Months Ended
	March 31,
($ in thousands)	2017		2016
Net income attributable to Camping World Holdings, Inc.	$	7,522	$	37,176
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		150		—
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	7,672	$	37,176

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Equity-based Compensation Plans

3 Months Ended

Mar. 31, 2017

Equity-based Compensation Plans

Equity-based Compensation Plans

15. Equity-based Compensation Plans

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

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Equity-based compensation expense:
Costs applicable to revenue	$	92	$	—
Selling, general, and administrative		627		—
Total equity-based compensation expense	$	719	$	—

The following table summarizes stock option activity for the three months ended March 31, 2017:

	Stock Options
	(in thousands)
Outstanding at December 31, 2016		1,118
Granted		—
Exercised		—
Forfeited		(12)
Cancelled		—
Outstanding at March 31, 2017		1,106

The following table summarizes restricted stock unit activity for the three months ended March 31, 2017:

	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2016		144
Granted		4
Vested		—
Forfeited		(1)
Cancelled		—
Outstanding at March 31, 2017		147

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Earnings Per Share

3 Months Ended

Mar. 31, 2017

Earnings Per Share

Earnings Per Share

16. Earnings Per Share

Basic and Diluted Earnings Per Share

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

As described in Note 13 —  Stockholders’ Equity, on October 6, 2016, the LLC Agreement was amended and restated to, among other things, (i) provide for a new single class of common membership interests, the common units of CWGS, LLC, and (ii) exchange all of the then-existing membership interests of the Original Equity Owners for common units of CWGS, LLC. This Recapitalization changed the relative membership rights of the Original Equity Owners such that retroactive application of the Recapitalization to periods prior to the IPO for the purposes of calculating earnings per share would not be appropriate.

Prior to the IPO, the CWGS, LLC membership structure included membership units, preferred units, and Profits Units. During the period of September 30, 2014 to October 6, 2016, there were 70,000 preferred units outstanding that received a total preferred return of $2.1 million per quarter in addition to their proportionate share of distributions made to all members of CWGS, LLC. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on October 6, 2016.

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

	Three Months
	Ended
	March 31,
(In thousands except per share amounts)	2017
Numerator:
Net income	$	49,623
Less: net income attributable to non-controlling interests		(42,101)
Net income attributable to Camping World Holdings, Inc. — basic		7,522
Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock		23,963
Net income attributable to Camping World Holdings, Inc. — diluted	$	31,485
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		18,946
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		64,826
Weighted-average shares of Class A common stock outstanding — diluted		83,772
Earnings per share of Class A common stock — basic	$	0.40
Earnings per share of Class A common stock — diluted	$	0.38

For the three months ended March 31, 2017, 1.1 million stock options and 0.1 million restricted stock units were excluded from the weighted-average in the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive.

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

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Segments Information (Restated)

3 Months Ended

Mar. 31, 2017

Segment Information (Restated)

Segment Information (Restated)

17. Segments Information (Restated)

We have two reportable segments: (1) Consumer Services and Plans, and (2) Retail. The Company’s Consumer Services and Plans segment is comprised of emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; membership clubs; and publications and directories. The Company’s Retail segment is comprised of new vehicles; used vehicles; parts and service; and finance and insurance. Corporate and other is comprised of the corporate operations of the Company.

The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer.

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

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Revenue:
Consumer Services and Plans	$	50,246	$	44,998
Retail		831,389		751,033
Total consolidated revenue	$	881,635	$	796,031

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Segment income (1):
Consumer Services and Plans	$	26,253	$	21,598
Retail		46,143		35,206
Total segment income		72,396		56,804
Corporate & other		(941)		(618)
Depreciation and amortization		(6,853)		(5,891)
Other interest expense, net		(9,404)		(12,748)
Tax Receivable Agreement liability adjustment		17		—
Income from operations before income taxes	$	55,215	$	37,547

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

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Depreciation and amortization:
Consumer Services and Plans	$	996	$	919
Retail		5,857		4,972
Total depreciation and amortization	$	6,853	$	5,891

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Other interest expense, net:
Consumer Services and Plans	$	2	$	4
Retail		1,592		1,392
Total		1,594		1,396
Corporate & other		7,810		11,352
Total interest expense	$	9,404	$	12,748

	March 31,		December 31,
($ in thousands)	2017		2016
Assets:
Consumer Services and Plans	$	129,539	$	152,689
Retail		1,452,958		1,228,707
Total		1,582,497		1,381,396
Corporate & other		121,966		74,381
Total assets	$	1,704,463	$	1,455,777

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Subsequent Events

3 Months Ended

Mar. 31, 2017

Subsequent Events

Subsequent Events

18. Subsequent Events

On April 28, 2017, the Company was chosen as the winning bidder at a bankruptcy auction for certain assets of Gander Mountain and its Overton’s boating business for $37.8 million, subject to adjustments for the level of Overton’s inventory which is anticipated to be approximately $15.6 million at closing. In addition to certain identified assets that will be acquired and certain specified liabilities to be assumed, the Company will have the ability to designate Gander Mountain real estate leases for assignment to the Company or third parties. On May 4, 2017, the transaction was approved by the United States Bankruptcy Court for the District of Minnesota and the transaction is expected to close in May 2017. The Company expects this entry into the marine and watersports industry to be complimentary to its RV-related businesses and offerings.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), 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 Securities and Exchange Commission (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 fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three months ended March 31, 2017 are unaudited. The condensed consolidated balance sheet as of December 31, 2016 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, 2016 (the “Annual Report”) filed with the SEC on March 13, 2017. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions (the “Reorganization Transactions”) that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of March 31, 2017, CWH owned 22.6% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and related Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.

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

Description of the Business

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The operations of the Company consist of two primary businesses: (i) Consumer Services and Plans, and (ii) Retail. The Company provides consumer services and plans offerings through its Good Sam brand and the Company provides its retail offerings through its Camping World brand. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, the Company primarily derives revenues from the sale of the following products: new vehicles; used vehicles; parts and service, including recreational vehicle (“RV”) accessories and supplies; and finance and insurance. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and camping enthusiasts. At March 31, 2017, the Company operated 126 Camping World retail locations, of which 109 locations sell new and used RVs, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser.

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Following the purchase of newly-issued common units from CWGS, LLC in connection with the IPO, the Company’s deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis) (the “Outside Basis Deferred Tax Asset”). In connection with preparing its financial statements for the year ended December 31, 2017, the Company determined that a portion of the Outside Basis Deferred Tax Asset related to its acquisition of the direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Company were to dispose of its investment in CWGS, LLC, which the Company has no current plan to do. Accordingly, the Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its Outside Basis Deferred Tax Asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at March 31, 2017 the valuation allowance was $102.6 million.

Because the Company’s consolidated financial statements as of and for the year ended December 31, 2016 included the Outside Basis Deferred Tax Asset, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2016 to reflect a valuation allowance against the portion of the deferred tax asset related to the outside basis difference of $102.7 million. Accordingly, the Company has restated its condensed consolidated financial statements and related notes (including Notes 11 and 17) as of and for the three months ended March 31, 2017 to reflect the effect of this 2016 adjustment on the subsequent periods (the “Restatement”). There was no impact on net income or cash flows for the related periods affected by the Restatement.

The Company also corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were also identified in connection with the preparation of the financial statements for the year ended December 31, 2017, and related to i) the lack of deferral of a portion of Good Sam roadside assistance policies sold through the finance and insurance process with the sale of new and used vehicles, ii) the application of a portion of certain vendor rebates against the related inventory balances, iii) the elimination of intercompany allocation of certain revenue from new and used vehicles to consumer services and plans, and iv) the allocation of the intercompany markup between costs applicable to new and used vehicles. To quantify these errors, management performed an analysis of deferred roadside assistance policies and vendor rebates applicable to ending inventory for the years ended December 31, 2016, 2015, 2014, and 2013 and the interim periods in 2017 and 2016. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108 and, determined the effect of these corrections was not material to the previously issued financial statements as of and for the years ended December 31, 2016 and 2015. As a result of also correcting these errors, new vehicles revenue, used vehicles revenue, finance and insurance, net revenue, costs applicable to revenue – new vehicles, costs applicable to revenue – used vehicles, all within the retail segment, and net income attributable to non-controlling interests and earnings per share, basic and diluted have been revised (the “Immaterial Adjustments”). There was no effect on any per share amounts prior to the quarter ended December 31, 2016 as such periods were before the Company’s IPO, see Note 16 — Earnings Per Share.

The following table presents the effect of the Restatement and the Immaterial Adjustments on the Company’s condensed consolidated balance sheets for the periods indicated.

	As of March 31, 2017						As of December 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Inventories	$	998,595	$	(6,150)	$	992,445	$	909,254	$	(6,543)	$	902,711
Total current assets		1,324,752		(6,150)		1,318,602		1,132,705		(6,543)		1,126,162
Deferred tax asset		124,902		(101,306)		23,596		125,878		(101,445)		24,433
Total assets		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777
Deferred revenues and gains, current portion		64,902		2,572		67,474		68,643		2,485		71,128
Total current liabilities		992,584		2,572		995,156		865,937		2,485		868,422
Deferred revenues and gains, long-term portion		53,150		5,608		58,758		52,210		5,449		57,659
Total liabilities		1,814,826		8,180		1,823,006		1,591,980		7,934		1,599,914
Additional paid-in capital		74,362		(104,142)		(29,780)		74,239		(104,245)		(30,006)
Retained earnings		5,094		(404)		4,690		544		(473)		71
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		79,651		(104,546)		(24,895)		74,978		(104,718)		(29,740)
Non-controlling interest		(82,558)		(11,090)		(93,648)		(103,193)		(11,204)		(114,397)
Stockholders' deficit		(2,907)		(115,636)		(118,543)		(28,215)		(115,922)		(144,137)
Total liabilities and stockholders' deficit		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777

The following table presents the effect of the Immaterial Adjustments on the Company’s condensed consolidated statements of operations for the periods indicated.

	Three Months Ended March 31, 2017						Three Months Ended March 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Revenue:
New vehicles	$	504,586	$	(1,282)	$	503,304	$	409,476	$	(868)	$	408,608
Used vehicles		146,471		(652)		145,819		178,763		(596)		178,167
Finance and insurance, net		66,289		(246)		66,043		51,027		(253)		50,774
Retail segment revenues		833,569		(2,180)		831,389		752,750		(1,717)		751,033
Total revenue		883,815		(2,180)		881,635		797,748		(1,717)		796,031
Costs applicable to revenue- new vehicles		438,148		(3,086)		435,062		350,848		(1,537)		349,311
Costs applicable to revenue- used vehicles		111,143		759		111,902		145,088		424		145,512
Retail segment costs applicable to revenue		610,886		(2,327)		608,559		555,571		(1,113)		554,458
Total costs applicable to revenue		632,033		(2,327)		629,706		575,452		(1,113)		574,339
Income from operations		69,757		147		69,904		56,041		(604)		55,437
Income before income taxes		55,068		147		55,215		38,151		(604)		37,547
Income tax expense		(5,627)		35		(5,592)		(371)		—		(371)
Net income		49,441		182		49,623		37,780		(604)		37,176
Net income attributable to non-controlling interests		(41,988)		(113)		(42,101)		—		—		—
Net income attributable to Camping World Holdings, Inc.		7,453		69		7,522		37,780		(604)		37,176
Earnings per share of Class A common stock:
Basic	$	0.39	$	0.01	$	0.40
Diluted	$	0.37	$	0.01	$	0.38

While the error corrections did not have an impact on cash provided by or used in operating, investing, or financing activities, the applicable line items on the above tables within cash provided by operating activities on the consolidated statements of cash flows have been appropriately revised for the periods presented. The impact of these error corrections to relevant segment financial information is presented in Note 17 to these unaudited condensed consolidated financial statements.

Use of Estimates

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long lived assets, assets held for sale, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). The amendments in the accounting standard replace the lower of cost or market test with a lower of cost and net realizable value test. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2016. The Company adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU amends guidance on the classification and measurement of financial instruments. Although ASU 2016-01 retains many current requirements, it significantly revises an entity’s accounting related to investments in equity securities, excluding those accounted for under the equity method of accounting or those that result in the consolidation of the investee. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. One of the amendments eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017, which eliminated the disclosure requirements discussed above, and the adoption did not materially impact its consolidated financial statements or results of operations.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with Accounting Standards Codification (“ASC”) Topic No. 606. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and must be applied prospectively. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2014-09, which are effective upon the adoption of ASU 2014-09. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity will be required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. To assess the impact of the ASU, the Company established an internal implementation team to review its current accounting policies and practices, identify all material revenue streams, assess the impact of the ASU on its material revenue streams and identify potential differences with current policies and practices. The Company’s internal implementation team is in the process of performing its initial review of the likely impacts that the application of the amendments in this ASU will have on its consolidated financial statements. The team has identified the Company’s material revenue streams to be the sale of new and used vehicles; the sale of parts, RV accessories, and supplies; the performance of vehicle maintenance and repair services; the arrangement of associated vehicle financing; the sale of insurance and emergency roadside assistance contracts; and the sale of club memberships. Currently, the team has not completed its assessment of the changes, if any, to its current revenue recognition policies and practices. The Company’s implementation team is in the preliminary stages of evaluating the additional disclosure requirements of the ASU, as well as the change, if any, to the Company’s underlying accounting and financial reporting systems and processes necessary to support the recognition and disclosure requirements. The Company expects to identify and implement the necessary changes, if any, during 2017. The Company expects to be able to evaluate the impact of this update on its consolidated financial statements during the quarter ending June 30, 2017. The Company currently expects to adopt the amendments of this ASU as of January 1, 2018, as a cumulative effect adjustment as of the date of adoption, but will not make a final decision on the adoption method until later in 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of the ASU will have a significant impact on its consolidated balance sheet, as currently most of its real estate is leased via operating leases. Adoption of this ASU is required to be done using a modified retrospective approach.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies

Schedule of restatement

	As of March 31, 2017						As of December 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Inventories	$	998,595	$	(6,150)	$	992,445	$	909,254	$	(6,543)	$	902,711
Total current assets		1,324,752		(6,150)		1,318,602		1,132,705		(6,543)		1,126,162
Deferred tax asset		124,902		(101,306)		23,596		125,878		(101,445)		24,433
Total assets		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777
Deferred revenues and gains, current portion		64,902		2,572		67,474		68,643		2,485		71,128
Total current liabilities		992,584		2,572		995,156		865,937		2,485		868,422
Deferred revenues and gains, long-term portion		53,150		5,608		58,758		52,210		5,449		57,659
Total liabilities		1,814,826		8,180		1,823,006		1,591,980		7,934		1,599,914
Additional paid-in capital		74,362		(104,142)		(29,780)		74,239		(104,245)		(30,006)
Retained earnings		5,094		(404)		4,690		544		(473)		71
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		79,651		(104,546)		(24,895)		74,978		(104,718)		(29,740)
Non-controlling interest		(82,558)		(11,090)		(93,648)		(103,193)		(11,204)		(114,397)
Stockholders' deficit		(2,907)		(115,636)		(118,543)		(28,215)		(115,922)		(144,137)
Total liabilities and stockholders' deficit		1,811,919		(107,456)		1,704,463		1,563,765		(107,988)		1,455,777

The following table presents the effect of the Immaterial Adjustments on the Company’s condensed consolidated statements of operations for the periods indicated.

	Three Months Ended March 31, 2017						Three Months Ended March 31, 2016
($ in thousands)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Revenue:
New vehicles	$	504,586	$	(1,282)	$	503,304	$	409,476	$	(868)	$	408,608
Used vehicles		146,471		(652)		145,819		178,763		(596)		178,167
Finance and insurance, net		66,289		(246)		66,043		51,027		(253)		50,774
Retail segment revenues		833,569		(2,180)		831,389		752,750		(1,717)		751,033
Total revenue		883,815		(2,180)		881,635		797,748		(1,717)		796,031
Costs applicable to revenue- new vehicles		438,148		(3,086)		435,062		350,848		(1,537)		349,311
Costs applicable to revenue- used vehicles		111,143		759		111,902		145,088		424		145,512
Retail segment costs applicable to revenue		610,886		(2,327)		608,559		555,571		(1,113)		554,458
Total costs applicable to revenue		632,033		(2,327)		629,706		575,452		(1,113)		574,339
Income from operations		69,757		147		69,904		56,041		(604)		55,437
Income before income taxes		55,068		147		55,215		38,151		(604)		37,547
Income tax expense		(5,627)		35		(5,592)		(371)		—		(371)
Net income		49,441		182		49,623		37,780		(604)		37,176
Net income attributable to non-controlling interests		(41,988)		(113)		(42,101)		—		—		—
Net income attributable to Camping World Holdings, Inc.		7,453		69		7,522		37,780		(604)		37,176
Earnings per share of Class A common stock:
Basic	$	0.39	$	0.01	$	0.40
Diluted	$	0.37	$	0.01	$	0.38

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Inventories, Net and Floor Plan Payable (Tables)

3 Months Ended

Mar. 31, 2017

Inventories, Net and Floor Plan Payable

Inventories, Net and Floor Plan Payable

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2017		2016
New RV vehicles	$	806,282	$	721,091
Used RV vehicles		71,965		78,787
Parts, accessories and miscellaneous		114,198		102,833
	$	992,445	$	902,711

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets

Changes in goodwill by business line

The following is a summary of changes in the Company’s goodwill by reportable segments for the three months ended March 31, 2017 (in thousands):

	Consumer
	Services and
	Plans		Retail		Consolidated
Balance as of December 31, 2016	$	49,944	$	103,161	$	153,105
Acquisitions		—		45,832		45,832
Balance as of March 31, 2017	$	49,944	$	148,993	$	198,937

Finite-lived intangible assets and related accumulated amortization

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2017 and December 31, 2016 (in thousands):

	March 31,		December 31,
	2017		2016
Gross membership and customer lists	$	9,485	$	9,485
Less: accumulated amortization		(6,442)		(6,099)
Intangible assets, net	$	3,043	$	3,386

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2017

Long-Term Debt.

Long-Term debt

Long-term debt consists of the following (in thousands):

	March 31,		December 31,
	2017		2016
Term Loan Facility (1)	$	719,197	$	626,753
Less: current portion		(7,400)		(6,450)
	$	711,797	$	620,303

⁽¹⁾ Net of $6.3 million and $6.3 million of original issue discount at March 31, 2017 and December 31, 2016, respectively, and $12.6 million and $11.9 million of finance costs at March 31, 2017 and December 31, 2016, respectively.

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Right to Use Liabilities (Tables)

3 Months Ended

Mar. 31, 2017

Right to Use Liabilities

Schedule of right to use assets

The Company has included the right to use assets in property and equipment, net, as follows (in thousands):

	March 31,		December 31,
	2017		2016
Right to use assets	$	10,673	$	10,673
Accumulated depreciation		(732)		(667)
	$	9,941	$	10,006

Schedule of future changes in the right to use liability

The following is a schedule by year of the future changes in the right to use liabilities as of March 31, 2017 (in thousands):

2017	$	654
2018		583
2019		486
2020		486
2021		487
Thereafter (1)		13,812
Total minimum lease payments		16,508
Amounts representing interest		(6,201)
Present value of net minimum right to use liability payments	$	10,307

Includes $5.0 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Measurements

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

	Fair Value	3/31/2017				12/31/2016
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	719,197	$	740,918	$	626,753	$	649,838

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Cash Flows (Tables)

3 Months Ended

Mar. 31, 2017

Statement of Cash Flows

Supplemental disclosures of cash flow information

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

	Three Months Ended
	March 31,		March 31,
	2017		2016
Cash paid during the period for:
Interest	$	15,810	$	15,728
Income taxes		38		(32)
Non-cash investing activities:
Derecognized property and equipment for leases that qualified as operating leases after completion of construction		—		(15,390)
Property and equipment acquired through third-party capital lease arrangements				2,007
Non-cash financing activities:
Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction		—		(15,393)
Third-party capital lease arrangements to acquire property and equipment				2,007
Class A common stock issued in exchange for common units in CWGS, LLC		—		—
Class A common stock issued for vested restricted stock units		—		—

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2017

Acquisitions

Summary of the purchase price allocations

	Three Months Ended March 31,
($ in thousands)	2017		2016
Assets (liabilities) acquired (assumed) at fair value:
Accounts receivable	$	—	$	944
Inventory		29,625		25,989
Property and equipment		467		—
Intangibles		—		635
Goodwill		45,832		33,469
Security deposits		—		1,349
Other assets		3		142
Accrued expenses		(479)		(2,277)
Purchase price		75,448		60,251
Inventory purchases financed via floor plan		(16,805)		(22,265)
Cash payment net of floor plan financing	$	58,643	$	37,986

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Non-Controlling Interest (Tables)

3 Months Ended

Mar. 31, 2017

Non-Controlling Interests

Schedule of effects of change in ownership

	Three Months Ended
	March 31,
($ in thousands)	2017		2016
Net income attributable to Camping World Holdings, Inc.	$	7,522	$	37,176
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		150		—
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	7,672	$	37,176

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Equity-based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2017

Equity-based Compensation Plans

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

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Equity-based compensation expense:
Costs applicable to revenue	$	92	$	—
Selling, general, and administrative		627		—
Total equity-based compensation expense	$	719	$	—

Summary of stock option activity

	Stock Options
	(in thousands)
Outstanding at December 31, 2016		1,118
Granted		—
Exercised		—
Forfeited		(12)
Cancelled		—
Outstanding at March 31, 2017		1,106

Summary of restricted stock unit activity

	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2016		144
Granted		4
Vested		—
Forfeited		(1)
Cancelled		—
Outstanding at March 31, 2017		147

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share

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

	Three Months
	Ended
	March 31,
(In thousands except per share amounts)	2017
Numerator:
Net income	$	49,623
Less: net income attributable to non-controlling interests		(42,101)
Net income attributable to Camping World Holdings, Inc. — basic		7,522
Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock		23,963
Net income attributable to Camping World Holdings, Inc. — diluted	$	31,485
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		18,946
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		64,826
Weighted-average shares of Class A common stock outstanding — diluted		83,772
Earnings per share of Class A common stock — basic	$	0.40
Earnings per share of Class A common stock — diluted	$	0.38

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Segments Information (Restated) (Tables)

3 Months Ended

Mar. 31, 2017

Segment Information (Restated)

Reportable segment revenue

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Revenue:
Consumer Services and Plans	$	50,246	$	44,998
Retail		831,389		751,033
Total consolidated revenue	$	881,635	$	796,031

Reportable segment income

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Segment income (1):
Consumer Services and Plans	$	26,253	$	21,598
Retail		46,143		35,206
Total segment income		72,396		56,804
Corporate & other		(941)		(618)
Depreciation and amortization		(6,853)		(5,891)
Other interest expense, net		(9,404)		(12,748)
Tax Receivable Agreement liability adjustment		17		—
Income from operations before income taxes	$	55,215	$	37,547

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

Reportable depreciation and amortization and other interest expense, net

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Depreciation and amortization:
Consumer Services and Plans	$	996	$	919
Retail		5,857		4,972
Total depreciation and amortization	$	6,853	$	5,891

	Three Months Ended
	March 31,		March 31,
($ in thousands)	2017		2016
Other interest expense, net:
Consumer Services and Plans	$	2	$	4
Retail		1,592		1,392
Total		1,594		1,396
Corporate & other		7,810		11,352
Total interest expense	$	9,404	$	12,748

Reportable segment assets

	March 31,		December 31,
($ in thousands)	2017		2016
Assets:
Consumer Services and Plans	$	129,539	$	152,689
Retail		1,452,958		1,228,707
Total		1,582,497		1,381,396
Corporate & other		121,966		74,381
Total assets	$	1,704,463	$	1,455,777

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Summary of Significant Accounting Policies - Description of Business (Details)	3 Months Ended
	Mar. 31, 2017 segment item	Mar. 31, 2017 item
Segments Information
Number of primary businesses	2	2
Number of Camping World retail locations	126	126
New and used RVs, financing, and other ancillary services, protection plans, and products for the RV purchaser
Segments Information
Number of Camping World retail locations	109	109
CWGS, LLC
Segments Information
Ownership interest	22.60%	22.60%

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Summary of Significant Accounting Policies - Restatement (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Restatement
Valuation allowance related to CWGS, LLC		$ 102,600		$ 102,700
Assets
Inventories		992,445		902,711
Total current assets		1,318,602		1,126,162
Deferred tax asset		23,596		24,433
Total assets		1,704,463		1,455,777
Liabilities and stockholders' deficit
Deferred revenues and gains, current portion		67,474		71,128
Total current liabilities		995,156		868,422
Deferred revenues and gains, long-term portion		58,758		57,659
Total liabilities		1,823,006		1,599,914
Additional paid-in capital		(29,780)		(30,006)
Retained earnings		4,690		71
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		(24,895)		(29,740)
Non-controlling interests		(93,648)		(114,397)
Stockholders' deficit		(118,543)		(144,137)
Total liabilities and stockholders' deficit		1,704,463		1,455,777
Revenue:
Total revenue		881,635	$ 796,031
Costs applicable to revenue
Total costs applicable to revenue		629,706	574,339
Income from operations		69,904	55,437
Income before income taxes		55,215	37,547
Income tax expense		(5,592)	(371)
Net income		49,623	37,176
Net income attributable to non-controlling interests		(42,101)
Net income attributable to Camping World Holdings, Inc.		7,522	37,176
Class A common stock
Liabilities and stockholders' deficit
Stockholders' deficit		189		189
Costs applicable to revenue
Net income		49,623
Net income attributable to non-controlling interests		(42,101)
Net income attributable to Camping World Holdings, Inc.		$ 7,522
Earnings per share of Class A common stock:
Basic	[1]	$ 0.40
Diluted	[1]	$ 0.38
Operating Segments
Assets
Total assets		$ 1,582,497		1,381,396
Costs applicable to revenue
Income from operations		72,396	56,804
Retail
Revenue:
Total revenue		831,389	751,033
Costs applicable to revenue
Total costs applicable to revenue		608,559	554,458
Retail | New vehicles
Revenue:
Total revenue		503,304	408,608
Costs applicable to revenue
Total costs applicable to revenue		435,062	349,311
Retail | Used vehicles
Revenue:
Total revenue		145,819	178,167
Costs applicable to revenue
Total costs applicable to revenue		111,902	145,512
Retail | Finance and insurance, net
Revenue:
Total revenue		66,043	50,774
Retail | Operating Segments
Assets
Total assets		1,452,958		1,228,707
Revenue:
Total revenue		831,389	751,033
Costs applicable to revenue
Total costs applicable to revenue		608,559	554,458
Income from operations		46,143	35,206
Retail | Operating Segments | New vehicles
Revenue:
Total revenue		503,304	408,608
Costs applicable to revenue
Total costs applicable to revenue		435,062	349,311
Retail | Operating Segments | Used vehicles
Revenue:
Total revenue		145,819	178,167
Costs applicable to revenue
Total costs applicable to revenue		111,902	145,512
Retail | Operating Segments | Finance and insurance, net
Revenue:
Total revenue		66,043	50,774
As Reported
Assets
Inventories		998,595		909,254
Total current assets		1,324,752		1,132,705
Deferred tax asset		124,902		125,878
Total assets		1,811,919		1,563,765
Liabilities and stockholders' deficit
Deferred revenues and gains, current portion		64,902		68,643
Total current liabilities		992,584		865,937
Deferred revenues and gains, long-term portion		53,150		52,210
Total liabilities		1,814,826		1,591,980
Additional paid-in capital		74,362		74,239
Retained earnings		5,094		544
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		79,651		74,978
Non-controlling interests		(82,558)		(103,193)
Stockholders' deficit		(2,907)		(28,215)
Total liabilities and stockholders' deficit		1,811,919		1,563,765
Revenue:
Total revenue		883,815	797,748
Costs applicable to revenue
Total costs applicable to revenue		632,033	575,452
Income from operations		69,757	56,041
Income before income taxes		55,068	38,151
Income tax expense		(5,627)	(371)
Net income		49,441	37,780
Net income attributable to non-controlling interests		(41,988)
Net income attributable to Camping World Holdings, Inc.		$ 7,453	37,780
As Reported | Class A common stock
Earnings per share of Class A common stock:
Basic		$ 0.39
Diluted		$ 0.37
As Reported | Retail | Operating Segments
Revenue:
Total revenue		$ 833,569	752,750
Costs applicable to revenue
Total costs applicable to revenue		610,886	555,571
As Reported | Retail | Operating Segments | New vehicles
Revenue:
Total revenue		504,586	409,476
Costs applicable to revenue
Total costs applicable to revenue		438,148	350,848
As Reported | Retail | Operating Segments | Used vehicles
Revenue:
Total revenue		146,471	178,763
Costs applicable to revenue
Total costs applicable to revenue		111,143	145,088
As Reported | Retail | Operating Segments | Finance and insurance, net
Revenue:
Total revenue		66,289	51,027
Adjustment
Assets
Inventories		(6,150)		(6,543)
Total current assets		(6,150)		(6,543)
Deferred tax asset		(101,306)		(101,445)
Total assets		(107,456)		(107,988)
Liabilities and stockholders' deficit
Deferred revenues and gains, current portion		2,572		2,485
Total current liabilities		2,572		2,485
Deferred revenues and gains, long-term portion		5,608		5,449
Total liabilities		8,180		7,934
Additional paid-in capital		(104,142)		(104,245)
Retained earnings		(404)		(473)
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		(104,546)		(104,718)
Non-controlling interests		(11,090)		(11,204)
Stockholders' deficit		(115,636)		(115,922)
Total liabilities and stockholders' deficit		(107,456)		$ (107,988)
Revenue:
Total revenue		(2,180)	(1,717)
Costs applicable to revenue
Total costs applicable to revenue		(2,327)	(1,113)
Income from operations		147	(604)
Income before income taxes		147	(604)
Income tax expense		35
Net income		182	(604)
Net income attributable to non-controlling interests		(113)
Net income attributable to Camping World Holdings, Inc.		$ 69	(604)
Adjustment | Class A common stock
Earnings per share of Class A common stock:
Basic		$ 0.01
Diluted		$ 0.01
Adjustment | Retail | Operating Segments
Revenue:
Total revenue		$ (2,180)	(1,717)
Costs applicable to revenue
Total costs applicable to revenue		(2,327)	(1,113)
Adjustment | Retail | Operating Segments | New vehicles
Revenue:
Total revenue		(1,282)	(868)
Costs applicable to revenue
Total costs applicable to revenue		(3,086)	(1,537)
Adjustment | Retail | Operating Segments | Used vehicles
Revenue:
Total revenue		(652)	(596)
Costs applicable to revenue
Total costs applicable to revenue		759	424
Adjustment | Retail | Operating Segments | Finance and insurance, net
Revenue:
Total revenue		$ (246)	$ (253)

[1] Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 16 — Earnings Per Share.

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Inventories, Net and Floor Plan Payable - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Inventories
Inventories	$ 992,445	$ 902,711
New RV vehicles
Inventories
Inventories	806,282	721,091
Used RV vehicles
Inventories
Inventories	71,965	78,787
Parts, accessories and miscellaneous
Inventories
Inventories	$ 114,198	$ 102,833

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Inventories, Net and Floor Plan Payable - Floor Plan Payable (Details) - Line of Credit $ in Millions		3 Months Ended	12 Months Ended
	Jul. 01, 2016 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2016 USD ($)
Notes Payable to Banks | Floor Plan Facility
Floor Plan Payable
Maximum borrowing capacity	$ 1,180.0			$ 880.0
Amount outstanding		$ 695.5	$ 625.2
Offset account		$ 81.5	$ 68.5
Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR)
Floor Plan Payable
Variable rate spread (as a percent)		2.15%	2.05%
Variable rate basis (as a percent)		0.78	0.62
Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Minimum
Floor Plan Payable
Variable rate spread (as a percent)	2.05%
Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Maximum
Floor Plan Payable
Variable rate spread (as a percent)	2.50%
Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Minimum
Floor Plan Payable
Variable rate spread (as a percent)	0.55%
Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Maximum
Floor Plan Payable
Variable rate spread (as a percent)	1.00%
Letters of credit
Floor Plan Payable
Maximum borrowing capacity		$ 15.0

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Goodwill and Intangible Assets - Change in Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Goodwill
Balance	$ 153,105
Acquisitions	45,832
Balance	198,937
Consumer services and plans
Goodwill
Balance	49,944
Balance	49,944
Retail
Goodwill
Balance	103,161
Acquisitions	45,832
Balance	$ 148,993

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Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Intangible Assets
Gross membership and customer lists	$ 9,485	$ 9,485
Less: accumulated amortization	(6,442)	(6,099)
Total	$ 3,043	$ 3,386
Weighted Average
Intangible Assets
Useful lives (in years)	5 years

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Long-Term Debt - Tabular Disclosure (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Long-Term Debt
Term Loan Facility	$ 719,197	$ 626,753
Less: current portion	(7,400)	(6,450)
Long-term debt, net of current maturities	711,797	620,303
Unamortized discount	6,300	6,300
Finance costs	$ 12,600	$ 11,900

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Long-Term Debt - Borrowings (Details) - Secured Debt - USD ($) $ in Millions	Mar. 17, 2017	Nov. 08, 2016
Line of Credit | Existing Senior Secured Credit Facility
Long-Term Debt
Maximum borrowing capacity	$ 740.0	$ 680.0
Maximum borrowing capacity, increase in capacity	$ 95.0
Mandatory amortization of new credit facility (as a percent)		1.00%
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility
Long-Term Debt
Maximum borrowing capacity		$ 645.0
Term		7 years
Principal payment frequency		quarterly
Revolving Credit Facility | Existing Senior Secured Credit Facility, Term Loan Facility
Long-Term Debt
Term		5 years
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity		$ 35.0

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Long-Term Debt - Interest, Fees, and Principal Payments (Details) - Secured Debt	Nov. 08, 2016	Mar. 31, 2017
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility
Long-Term Debt
Prepayment requirement as a percentage of excess cash flow (as a percent)		50.00%
Prepayment requirement as a percentage of excess cash flow, reduced amount (as a percent)		25.00%
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Minimum
Long-Term Debt
Prepayment requirement as a percentage of excess cash flow, reduced amount, leverage ratio		1.50
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Maximum
Long-Term Debt
Prepayment requirement as a percentage of excess cash flow, reduced amount, leverage ratio		2.00
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option One | London Interbank Offered Rate (LIBOR)
Long-Term Debt
Variable rate basis floor (as a percent)	0.75%
Variable rate spread (as a percent)	3.75%
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two
Long-Term Debt
Alternate base rate (as a percent)	2.75%
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two | One Month Adjusted London Interbank Offer Rate
Long-Term Debt
Variable rate basis floor (as a percent)	1.75%
Variable rate spread (as a percent)	1.00%
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two | Federal Funds Effective Rate
Long-Term Debt
Variable rate spread (as a percent)	0.50%
Revolving Credit Facility
Long-Term Debt
Commitment fee (as a percent)	0.50%
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option One
Long-Term Debt
Variable rate basis floor (as a percent)	0.75%
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Minimum
Long-Term Debt
Variable rate spread (as a percent)	2.25%
Alternate base rate (as a percent)	3.25%
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Maximum
Long-Term Debt
Variable rate spread (as a percent)	2.50%
Alternate base rate (as a percent)	3.50%
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | One Month Adjusted London Interbank Offer Rate
Long-Term Debt
Variable rate spread (as a percent)	1.00%
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Federal Funds Effective Rate
Long-Term Debt
Variable rate spread (as a percent)	0.50%

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Long-Term Debt - General Information (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Nov. 08, 2016
Long-Term Debt
Amount outstanding	$ 719,197	$ 626,753
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility
Long-Term Debt
Interest rate (as a percent)	4.60%
Amount outstanding	$ 738,200	645,000
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility
Long-Term Debt
Maximum amount allocated to letters of credit			$ 15,000
Available borrowings	31,800	31,800
Amount outstanding	0	0
Secured Debt | Letters of credit | Senior Secured Credit Facility, Letters of Credit
Long-Term Debt
Available borrowings	$ 3,200	$ 3,200

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Right to Use Liabilities - Right to Use Assets (Details) - Right To Use Assets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Right to Use Assets
Right to use assets	$ 10,673	$ 10,673
Accumulated depreciation	(732)	(667)
Total	$ 9,941	$ 10,006

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Right to Use Liabilities - Future Changes in the Right to Use Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Right to Use Liabilities
Scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months rent	$ 5,000
Right to Use Liabilities
Right to Use Liabilities
2017	654
2018	583
2019	486
2020	486
2021	487
Thereafter	13,812
Total minimum lease payments	16,508
Amounts representing interest	(6,201)
Present value of net minimum right to use liability payments	$ 10,307

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Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair Value Measurements
Transfers of assets between the fair value measurement levels 1 to level 2	$ 0	$ 0
Transfers of assets between the fair value measurement levels 2 to level 1	0	0
Transfers of liabilities between the fair value measurement levels 1 to level 2	0	0
Transfers of liabilities between the fair value measurement levels 2 to level 1	0	0
Transfers of assets or liabilities between the fair value measurement levels 3	0	0
Carrying Value
Fair Value Measurements
Term Loan Facility	719,197	626,753
Level 2 | Fair Value
Fair Value Measurements
Term Loan Facility	$ 740,918	$ 649,838

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Cash Flows - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash paid during the year for:
Interest	$ 15,810	$ 15,728
Income taxes	$ 38	(32)
Non-cash investing activities:
Derecognized property and equipment for leases that qualified as operating leases after completion of construction		(15,390)
Property and equipment acquired through third party capital lease arrangements		2,007
Non-cash financing activities:
Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction		(15,393)
Third-party capital lease arrangements to acquire property and equipment		$ 2,007

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Acquisitions - General Information (Details) - Assets Or Stock Of Multiple Dealership Locations Acquired - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Acquisitions
Real properties purchased	$ 6.0	$ 9.5
Real properties sold in sale-leaseback transactions		$ 1.2

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Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Assets (liabilities) acquired (assumed) at fair value:
Goodwill	$ 198,937	$ 153,105
Assets Or Stock Of Multiple Dealership Locations Acquired
Assets (liabilities) acquired (assumed) at fair value:
Accounts receivable			$ 944
Inventory	29,625		25,989
Property and equipment	467
Intangibles			635
Goodwill	45,832		33,469
Security deposits			1,349
Other assets	3		142
Accrued expenses	(479)		(2,277)
Purchase price	$ 75,448		$ 60,251

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Acquisitions - Purchase Price (Details) - Assets Or Stock Of Multiple Dealership Locations Acquired - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Acquisitions
Purchase Price	$ 75,448	$ 60,251
Inventory purchases financed via floor plan	(16,805)	(22,265)
Cash payment net of holdback and floor plan financing	58,643	37,986
Goodwill for tax purposes	$ 45,800	$ 33,500

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Acquisitions - Pro Forma Information (Details) - Assets Or Stock Of Multiple Dealership Locations Acquired - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Acquisitions
Revenue	$ 11.5	$ 12.2
Pre-tax income	$ 0.5	$ 0.2

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Exit Activities (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Exit activities
Liability outstanding	$ 2.9	$ 2.8
Other current liabilities | Facility closure
Exit activities
Current portion of the liability	$ 0.3	$ 0.3

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Income Taxes (Restated) - Federal Tax purpose (Details) - USD ($) $ in Thousands		3 Months Ended
	Oct. 06, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Effective tax rate		10.20%	1.00%
Federal statutory rate		35.00%	35.00%
Uncertain tax positions		$ 0		$ 0
Interest or penalties relating to income taxes		0	$ 0
Current portion of liabilities under tax receivable agreement		208		991
Tax receivable agreement
Expected future tax benefits retained by the Company (as a percent)	15.00%
Tax receivable agreement | Continuing Equity Owners and Crestview partners II GP LP
Payment, as percent of tax benefits (as a percent)	85.00%
Tax receivable agreement | Crestview Partners II GP LP
Liability under tax receivable agreement		19,300		19,200
Current portion of liabilities under tax receivable agreement		$ 200		$ 1,000
Camping World Holdings, Inc
Payment, as percent of tax benefits (as a percent)	85.00%
CWGS Enterprises, LLC and Subsidiaries
Ownership interest	22.60%	22.60%		22.60%
Units held		18,946,000		18,935,916
CWGS Enterprises, LLC and Subsidiaries | Tax receivable agreement | IPO
Units issued in exchange	1,698,763	10,000
CWGS, LLC
Ownership interest		22.60%

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Related Party Transactions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Membership units
Cash distribution to members	$ 21,907,000	$ 28,568,000
Monitoring Agreement | Crestview Advisors, L.L.C. and Stephen Adams
Related party transactions
Related party expense		500,000
Monitoring Agreement | Crestview Advisors, L.L.C
Related party transactions
Annual monitoring fee	1,000,000
Quarterly installments	250,000
Monitoring Agreement | Stephen Adams
Related party transactions
Annual monitoring fee	1,000,000
Quarterly installments	250,000
Reimbursable Fees | Crestview Advisors, L.L.C. and Stephen Adams
Related party transactions
Related party expense		100,000
Reimbursable Fees | Crestview Advisors, L.L.C
Related party transactions
Managers' reimbursable expenses per annum per related party	250,000
Reimbursable Fees | Stephen Adams
Related party transactions
Managers' reimbursable expenses per annum per related party	250,000
Related Party Agreement | Precise Graphix
Related party transactions
Related party expense	300,000	500,000
FreedomRoads | Lease Agreement | Managers and Officers
Related party transactions
Related party expense	$ 400,000	300,000
FreedomRoads | Lease Agreement | Mr. Lemonis | Original Lease
Related party transactions
Term of lease	132 months
Base rent	$ 29,000
Lease payments	176,000	168,000
Common area maintenance payments	$ 79,000	72,000
FreedomRoads | Lease Agreement | Mr. Lemonis | Expansion Lease
Related party transactions
Term of lease	132 months
Base rent	$ 2,500
Lease payments	$ 8,000	$ 8,000
Precise Graphix | Mr. Lemonis
Related party transactions
Economic interest (as a percent)	33.00%

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Stockholder's Equity - (Details) - shares	Oct. 06, 2016	Mar. 31, 2017	Dec. 31, 2016
Continuing Equity Owners
Common Stock
Units held		64,825,914	64,835,914
Percentage of ownership	77.40%	77.40%	77.40%
Class A common stock
Common Stock
Common stock, outstanding		18,946,000	18,935,916
Class B common stock
Common Stock
Common stock, outstanding		62,002,729	62,002,729
CWH BR Merger
Common Stock
Units held	7,063,716
Common stock, outstanding	7,063,716
CWH BR Merger | Class A common stock
Common Stock
Shares issued in acquisition	7,063,716
CWH BR Merger | Class B common stock
Common Stock
Shares cancelled	7,063,716
CWGS Enterprises, LLC and Subsidiaries
Common Stock
Units held		18,946,000	18,935,916
Ownership interest	22.60%	22.60%	22.60%

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Non-Controlling Interests (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Oct. 06, 2016
Summarizes the effects of change in ownership:
Net Income (Loss) Available to Common Stockholders, Basic	$ 7,522	$ 37,176
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC	166
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$ 7,672	$ 37,176
Continuing Equity Owners
Non-Controlling Interests
Units held	64,825,914		64,835,914
Percentage of ownership	77.40%		77.40%	77.40%
Additional Paid-in Capital
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC	$ 150
CWGS Enterprises, LLC and Subsidiaries
Non-Controlling Interests
LLC outstanding	83,771,914		83,771,830	70,000
Units held	18,946,000		18,935,916
Ownership interest	22.60%		22.60%	22.60%

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Equity-based Compensation Plans - Summary of Equity-Based Compensation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Equity-based compensation expense:
Equity based compensation expense	$ 719
Costs applicable to revenue
Equity-based compensation expense:
Equity based compensation expense	92
Selling, general, and administrative
Equity-based compensation expense:
Equity based compensation expense	$ 627

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Equity-based Compensation Plans - Stock Options (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2017 shares
Stock Options
Outstanding at December 31, 2016 (in shares)	1,118
Forfeited (in shares)	(12)
Outstanding at March 31, 2017 (in shares)	1,106

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Equity-based Compensation Plans - Restricted Stock Units (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2017 shares
Restricted Stock Units
Outstanding at December 31, 2016 (in shares)	144
Granted (in shares)	4
Forfeited (in shares)	(1)
Outstanding at March 31, 2017 (in shares)	147

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
		Oct. 06, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Numerator:
Net income			$ 49,623	$ 37,176
Less: net income attributable to non-controlling interests			(42,101)
Net income attributable to Camping World Holdings, Inc.			$ 7,522	$ 37,176
Denominator:
Effective tax rate			10.20%	1.00%
Class A common stock
Numerator:
Net income			$ 49,623
Less: net income attributable to non-controlling interests			(42,101)
Net income attributable to Camping World Holdings, Inc.			7,522
Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock			23,963
Net income attributable to Camping World Holdings, Inc. - diluted			$ 31,485
Denominator:
Weighted-average shares of Class A common stock outstanding -basic	[1]		18,946,000
Dilutive common units of CWGS, LLC that are convertible into Class A common stock			64,826,000
Weighted-average shares of Class A common stock outstanding - diluted	[1]		83,772,000
Earnings per share of Class A common stock - basic	[1]		$ 0.40
Earnings per share of Class A common stock - diluted	[1]		$ 0.38
Class A common stock | Stock Option
Antidilutive securities excluded from the computation of diluted earnings per share			1,100,000
Class A common stock | Restricted Stock Units (RSUs)
Antidilutive securities excluded from the computation of diluted earnings per share			100,000
CWGS Enterprises, LLC and Subsidiaries
Preferred units outstanding (in units)		70,000	83,771,914		83,771,830
Quarterly preferred returns		$ 2,100

[1] Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 16 — Earnings Per Share.

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Segments Information (Restated) - General Information (Details) - 3 months ended Mar. 31, 2017	segment	item
Segments Information
Number of reportable segments	2	2

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Segments Information (Restated) - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segments Information
Revenue	$ 881,635	$ 796,031
Consumer services and plans
Segments Information
Revenue	50,246	44,998
Retail
Segments Information
Revenue	$ 831,389	$ 751,033

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Segments Information (Restated) - Segment Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segments Information
Total segment income	$ 69,904	$ 55,437
Selling, general, and administrative expense	(175,490)	(160,388)
Depreciation and amortization	(6,853)	(5,891)
Other interest expense, net	(9,404)	(12,748)
Tax Receivable Agreement liability adjustment	17
Income before income taxes	55,215	37,547
Operating Segments
Segments Information
Total segment income	72,396	56,804
Other interest expense, net	(1,594)	(1,396)
Corporate, Non-Segment
Segments Information
Selling, general, and administrative expense	(941)	(618)
Other interest expense, net	(7,810)	(11,352)
Consumer services and plans | Operating Segments
Segments Information
Total segment income	26,253	21,598
Depreciation and amortization	(996)	(919)
Other interest expense, net	(2)	(4)
Retail | Operating Segments
Segments Information
Total segment income	46,143	35,206
Depreciation and amortization	(5,857)	(4,972)
Other interest expense, net	$ (1,592)	$ (1,392)

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Segments Information (Restated) - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segments Information
Depreciation and amortization	$ 6,853	$ 5,891
Consumer services and plans | Operating Segments
Segments Information
Depreciation and amortization	996	919
Retail | Operating Segments
Segments Information
Depreciation and amortization	$ 5,857	$ 4,972

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Segments Information (Restated) - Other Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segments Information
Other interest expense, net	$ 9,404	$ 12,748
Operating Segments
Segments Information
Other interest expense, net	1,594	1,396
Corporate, Non-Segment
Segments Information
Other interest expense, net	7,810	11,352
Consumer services and plans | Operating Segments
Segments Information
Other interest expense, net	2	4
Retail | Operating Segments
Segments Information
Other interest expense, net	$ 1,592	$ 1,392

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Segment Information - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Segments Information
Assets	$ 1,704,463	$ 1,455,777
Operating Segments
Segments Information
Assets	1,582,497	1,381,396
Corporate, Non-Segment
Segments Information
Assets	121,966	74,381
Consumer services and plans | Operating Segments
Segments Information
Assets	129,539	152,689
Retail | Operating Segments
Segments Information
Assets	$ 1,452,958	$ 1,228,707

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Subsequent Events (Details) - Gander Mountain/Overton's Boating Business - Subsequent Events $ in Millions	Apr. 28, 2017 USD ($)
Subsequent events
Purchase Price	$ 37.8
Inventory	$ 15.6