Schedule I - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2021

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,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	70,998	$	37,355
Prepaid income taxes and other		6,677		4,073
Total current assets		77,675		41,428
Deferred tax asset		183,272		163,759
Investment in subsidiaries		79,505		(32,479)
Total assets	$	340,452	$	172,708
Liabilities and stockholders' equity
Current liabilities:
Current portion of liabilities under Tax Receivable Agreement	$	11,322	$	8,089
Total current liabilities		11,322		8,089
Liabilities under Tax Receivable Agreement, net of current portion		171,073		137,845
Total liabilities		182,395		145,934
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2021 and 2020		—		—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 47,805,259 issued and 44,130,956 outstanding as of December 31, 2021 and 43,083,008 issued and 42,226,389 outstanding as of December 31, 2020		475		428
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued as of December 31, 2021 and 2020; and 41,466,964 and 45,999,132 outstanding as of December 31, 2021 and 2020		4		5
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of December 31, 2021 and 2020		—		—
Additional paid-in capital		98,113		63,342
Treasury stock, at cost; 3,390,131 and 572,447 shares as of December 31, 2021 and 2020		(130,006)		(15,187)
Retained earnings (deficit)		189,471		(21,814)
Total stockholders' equity		158,057		26,774
Total liabilities and stockholders' equity	$	340,452	$	172,708

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,
	2021		2020		2019
Revenue:
Intercompany revenue	$	9,551	$	9,660	$	11,642
Total revenue		9,551		9,660		11,642
Operating expenses:
Selling, general, and administrative		9,551		9,660		11,642
Total operating expenses		9,551		9,660		11,642
Loss from operations		—		—		—
Other interest expense, net		46		103		—
Tax Receivable Agreement liability adjustment		(2,813)		141		10,005
Other income, net		402		—		—
Equity in net income (loss) of subsidiaries		378,657		173,618		(43,317)
Income (loss) before income taxes		376,292		173,862		(33,312)
Income tax expense		(97,831)		(51,517)		(27,279)
Net income (loss)	$	278,461	$	122,345	$	(60,591)

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,
	2021		2020		2019
Operating activities
Net income (loss)	$	278,461	$	122,345	$	(60,591)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Equity in net (income) loss of subsidiaries		(378,657)		(173,618)		43,317
Deferred tax expense		8,210		6,534		14,981
Tax Receivable Agreement liability adjustment		2,813		(141)		(10,005)
Change in assets and liabilities, net of acquisitions:
Intercompany receivables		—		—		2,518
Prepaid income taxes and other assets		(57)		(2,685)		7,671
Payment pursuant to Tax Receivable Agreement		(8,089)		(6,563)		(9,425)
Net cash used in operating activities		(97,319)		(54,128)		(11,534)
Investing activities
Purchases of LLC Interest from CWGS, LLC		(4,111)		(4,635)		—
Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases		156,256		21,522		—
Distributions received from CWGS, LLC		198,138		107,517		47,866
Net cash provided by investing activities		350,283		124,404		47,866
Financing activities
Dividends paid to Class A common stockholders		(67,176)		(61,025)		(22,878)
Proceeds from exercise of stock options		4,111		4,635		—
Repurchases of Class A common stock to treasury		(156,256)		(21,522)		—
Net cash used in financing activities		(219,321)		(77,912)		(22,878)
Increase (decrease) in cash and cash equivalents		33,643		(7,636)		13,454
Cash and cash equivalents at beginning of year		37,355		44,991		31,537
Cash and cash equivalents at end of the year	$	70,998	$	37,355	$	44,991

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, 2021

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, 2021, 2020, and 2019, 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, 2021 and 2020. 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 $182.4 million and $145.9 million as of December 31, 2021 and 2020, 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, 2021 and 2020, liabilities under the tax receivable agreement totaled $182.4 million and $145.9 million, respectively.

See Note 13 to the consolidated financial statements for information regarding pending and threatened litigation and Note 23 to the consolidated financial statements for information about the February 2022 cybersecurity incident. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation and cybersecurity incidents.

4. Stock Repurchase Program

During the year ended December 31, 2021 and 2020, the Parent Company repurchased 3,988,881 and 811,223 shares of Class A common stock, respectively, under this program for approximately $156.3 million and $21.5 million, respectively, including commissions paid, at a weighted average price per share of $39.17 and $26.53, respectively, which is recorded as treasury stock on the Parent Company’s balance sheet. During the years ended December 31, 2021 and 2020, the $156.3 million and $21.5 million, respectively, was concurrently funded by CWGS, LLC in exchange for the return of 3,988,881 and 811,223 common units in CWGS, LLC, respectively, 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, 2021, the Parent Company reissued 1,171,197 and 238,776 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Parent Company’s 2016 Incentive Award Plan. As of December 31, 2021, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $47.2 million.

5. Statements of Cash Flows

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

	Year Ended December 31,
	2021		2020		2019
Cash paid during the period for:
Interest	$	—	$	—	$	—
Income taxes		87,588		47,668		4,235
Non-cash financing activities:
Par value of Class A common stock issued in exchange for common units in CWGS, LLC		47		48		—
Par value of Class A common stock issued for vested restricted stock units		—		3		4
Par value of Class A common stock repurchased for withholding taxes on vested RSUs		—		—		(1)
Cost of treasury stock issued for vested restricted stock units		34,756		8,556
Cost of treasury stock issued for stock award to employee		19,586		—		—