Non-Controlling Interests

6 Months Ended

Jun. 30, 2023

Non-Controlling Interests

Non-Controlling Interests

16. Non-Controlling Interests

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 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 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 condensed consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the condensed consolidated statement of stockholders’ equity).

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

	As of June 30, 2023				As of December 31, 2022				As of June 30, 2022
	Common Units		Ownership %		Common Units		Ownership %		Common Units		Ownership %
CWH		44,525,108		52.6%		42,440,940		50.2%		41,789,323		49.8%
Continuing Equity Owners		40,044,536		47.4%		42,044,536		49.8%		42,044,536		50.2%
Total		84,569,644		100.0%		84,485,476		100.0%		83,833,859		100.0%

During December 2022, CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 common units of CWGS, LLC in total to a college and hospital (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 shares of Class B common stock being transferred to the 2022 Common Unit Giftees. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided.

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

	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Net income attributable to Camping World Holdings, Inc.	$	28,703	$	84,311	$	31,872	$	129,041
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		(70)		(18)		(87)		(129)
Decrease in additional paid-in capital as a result of the vesting of restricted stock units		(1,965)		(3,562)		(3,069)		(7,629)
Increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		87		48		215		291
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock		—		—		—		28,398
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		—		9,673		416
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	26,755	$	80,779	$	38,604	$	150,388