Schedule I - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2020

Schedule I - Condensed Financial Information of Registrant

Condensed Financial Information of Registrant

Schedule I: Condensed Financial Information of Registrant

Camping World Holdings, Inc.

Condensed Balance Sheets

(Parent Company Only)

(In Thousands Except Share Amounts)

	December 31,		December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	37,355	$	44,991
Prepaid income taxes and other		4,073		1,388
Total current assets		41,428		46,379
Deferred tax asset		163,759		127,689
Investment in subsidiaries		(32,479)		(91,879)
Total assets	$	172,708	$	82,189
Liabilities and stockholders' equity
Current liabilities:
Current portion of liabilities under Tax Receivable Agreement	$	8,089	$	6,563
Total current liabilities		8,089		6,563
Liabilities under Tax Receivable Agreement, net of current portion		137,845		108,228
Total liabilities		145,934		114,791
Commitments and contingencies		—		—
Stockholders' equity (deficit):
Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2020 and December 31, 2019		—		—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 43,083,008 issued and 42,226,389 outstanding as of December 31, 2020 and 37,701,584 issued and 37,488,989 outstanding as of December 31, 2019		428		375
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued as of December 31, 2020 and December 31, 2019; and 45,999,132 and 50,706,629 outstanding as of December 31, 2020 and December 31, 2019		5		5
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of December 31, 2020 and December 31, 2019		—		—
Additional paid-in capital		63,342		50,152
Treasury stock, at cost; 572,447 and 0 shares as of December 31, 2020 and December 31, 2019		(15,187)		—
Retained deficit		(21,814)		(83,134)
Total stockholders' equity (deficit)		26,774		(32,602)
Total liabilities and stockholders' equity	$	172,708	$	82,189

See accompanying Notes to Condensed Financial Information

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Condensed Statements of Operations

(Parent Company Only)

(In Thousands)

	Year Ended December 31,
	2020		2019		2018
Revenue:
Intercompany revenue	$	9,660	$	11,642	$	7,066
Total revenue		9,660		11,642		7,066
Operating expenses:
Selling, general, and administrative		9,660		11,642		7,066
Total operating expenses		9,660		11,642		7,066
Loss from operations		—		—		—
Other interest expense, net		103		—		(15)
Tax Receivable Agreement liability adjustment		141		10,005		(1,324)
Equity in net income (loss) of subsidiaries		173,618		(43,317)		39,266
Income (loss) before income taxes		173,862		(33,312)		37,927
Income tax expense		(51,517)		(27,279)		(27,529)
Net income (loss)	$	122,345	$	(60,591)	$	10,398

See accompanying Notes to Condensed Financial Information

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Condensed Statements of Cash Flows

(Parent Company Only)

(In Thousands)

	For the Year Ended December 31,
	2020		2019		2018
Operating activities
Net income (loss)	$	122,345	$	(60,591)	$	10,398
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Equity in net (loss) income of subsidiaries		(173,618)		43,317		(39,266)
Deferred tax expense		6,534		14,981		10,908
Tax Receivable Agreement liability adjustment		(141)		(10,005)		1,324
Change in assets and liabilities, net of acquisitions:
Intercompany receivables		—		2,518		(2,518)
Prepaid income taxes and other assets		(2,685)		7,671		1,464
Accounts payable and other accrued liabilities		—		—		(44)
Payment pursuant to Tax Receivable Agreement		(6,563)		(9,425)		(8,914)
Net cash used in operating activities		(54,128)		(11,534)		(26,648)
Investing activities
Purchases of LLC Interest from CWGS, LLC		(4,635)		—		(271)
Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases		21,522		—		—
Distributions received from CWGS, LLC		107,517		47,866		65,940
Net cash provided by investing activities		124,404		47,866		65,669
Financing activities
Dividends paid to Class A common stockholders		(61,025)		(22,878)		(22,697)
Proceeds from exercise of stock options		4,635		—		153
Repurchases of Class A common stock to treasury		(21,522)		—		—
Disgorgement of short-swing profits by Section 16 officer		—		—		557
Net cash used in financing activities		(77,912)		(22,878)		(21,987)
(Decrease) increase in cash and cash equivalents		(7,636)		13,454		17,034
Cash and cash equivalents at beginning of year		44,991		31,537		14,503
Cash and cash equivalents at end of the year	$	37,355	$	44,991	$	31,537

See accompanying Notes to Condensed Financial Information

Schedule I: Condensed Financial Information of Registrant (continued)

Camping World Holdings, Inc.

Notes to Condensed Financial Information

(Parent Company Only)

December 31, 2020

1. Organization

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

The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC’s Senior Secured Credit Facilities. See Note 9 to the consolidated financial statements.

2. Basis of Presentation

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

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

Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. For the years ended December 31, 2020, 2019, and 2018, the full amounts of intercompany revenue and equity in net income of subsidiaries in the accompanying Parent Company Statements of Operations were eliminated in consolidation. No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2020 and 2019. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $145.9 million and $114.8 million as of December 31, 2020 and 2019, respectively.

3. Commitments and Contingencies

The Parent Company is party to a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 11 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 11 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2020 and 2019, liabilities under the tax receivable agreement totaled $145.9 million and $114.8 million, respectively.

See Note 13 to the consolidated financial statements for information regarding pending and threatened litigation. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation.

4. Stock Repurchase Program

During the year ended December 31, 2020, the Parent Company repurchased 811,223 shares of Class A common stock under this program for approximately $21.5 million, including commissions paid, at a weighted average price per share of $26.53, which is recorded as treasury stock on the Parent Company’s balance sheet. This $21.5 million was concurrently funded by CWGS, LLC in exchange for the return of 811,223 common units in CWGS, LLC, which reduced the Parent Company’s ownership interest in CWGS, LLC. Class A common stock held as treasury stock is not considered outstanding. During the year ended December 31, 2020, the Parent Company reissued 238,776 shares of Class A common stock from treasury stock to settle the exercises of stock options and vesting of restricted stock units. See Note 18 to the consolidated financial statements for a further discussion of the stock repurchase program.

5. Statements of Cash Flows

Supplemental disclosures of cash flow information are as follows (in thousands):

	Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,
	2020		2019		2018
Cash paid during the period for:
Interest	$	—	$	—	$	15
Income taxes		47,668		4,235		14,421
Non-cash financing activities:
Par value of Class A common stock issued in exchange for common units in CWGS, LLC		48		—		3
Par value of Class A common stock issued for vested restricted stock units		3		4		3
Par value of Class A common stock repurchased for withholding taxes on vested RSUs		—		(1)		(1)