Non-Controlling Interests

12 Months Ended

Dec. 31, 2021

Non-Controlling Interests

Non-Controlling Interests

19. Non-Controlling Interests

As described in Note 18 — Stockholders’ Equity, CWH is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions 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 December 31, 2020, CWGS, LLC had negative net assets, which resulted in negative non-controlling interest amounts on the accompanying consolidated balance sheets. At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the accompanying consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the consolidated statement of stockholders’ equity (deficit)).

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

	As of December 31, 2021				As of December 31, 2020
	Common Units		Ownership %		Common Units		Ownership %
CWH		44,130,956		51.2%		42,226,389		47.4%
Continuing Equity Owners		42,094,536		48.8%		46,816,787		52.6%
Total		86,225,492		100.0%		89,043,176		100.0%

During the year ended December 31, 2021, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a member of Camping World’s board of directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer gifted 540,699 common units of CWGS, LLC in total to a high school, university, and a charitable organization (“Common Unit Giftees”), which resulted in the corresponding 540,699 shares of Class B common stock being transferred to the Common Unit Giftees. On the day following each of the gifts, the Common Unit Giftees redeemed the 540,699 common units of CWGS, LLC in exchange for 540,699 shares of the Company’s Class

A common stock, which also resulted in the cancellation of 540,699 shares of the Company’s Class B common stock that had been transferred to the Common Unit Giftees with no additional consideration provided.

During the years ended December 31, 2021 and 2020, the funds controlled by Crestview Partners II GP, L.P. redeemed 4.0 million and 4.7 million common units of CWGS, LLC, respectively, in exchange for 4.0 million and 4.7 million shares of the Company’s Class A common stock, respectively, which also resulted in the cancellation of 4.0 million and 4.7 million shares of the Company’s Class B common stock, respectively, that was previously held by the funds controlled by Crestview Partners II GP, L.P. with no additional consideration provided.

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

	Year Ended December 31,
($ in thousands)	2021		2020		2019
Net income (loss) attributable to Camping World Holdings, Inc.	$	278,461	$	122,345	$	(60,591)
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options		(2,017)		(2,602)		—
(Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units		(28,493)		(6,398)		736
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		(989)		(1,910)		(1,477)
Decrease in additional paid-in capital as a result of the stock award to employee		(15,551)		—		—
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee		(160)		—		—
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock		74,487		11,616		—
Increase (decrease) in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		15,685		25,565		(478)
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	321,423	$	148,616	$	(61,810)