Schedule I - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2024

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 Per Share Amounts)

	December 31,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	10,141	$	1,905
Affiliate Loan		6,000		30,000
Prepaid income taxes and other		2,817		39
Total current assets		18,958		31,944
Deferred tax asset		213,642		199,696
Investment in subsidiaries		248,127		100,759
Total assets	$	480,727	$	332,399
Liabilities and stockholders' equity
Current liabilities:
Accrued liabilities		96		1,238
Current portion of liabilities under Tax Receivable Agreement		—		12,943
Total current liabilities		96		14,181
Liabilities under Tax Receivable Agreement, net of current portion		150,372		149,866
Other long-term liabilities		3,697		—
Total liabilities		154,165		164,047
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share – 20,000 shares authorized; none issued and outstanding as of December 31, 2024 and 2023		—		—
Class A common stock, par value $0.01 per share – 250,000 shares authorized; 62,502 issued and 62,502 outstanding as of December 31, 2024 and 49,571 issued and 45,020 outstanding as of December 31, 2023		625		496
Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466 issued and outstanding as of December 31, 2024; 39,466 issued and outstanding as of December 31, 2023		4		4
Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding as of December 31, 2024 and 2023		—		—
Additional paid-in capital		193,692		131,665
Treasury stock, at cost; none and 4,551 shares as of December 31, 2024 and 2023, respectively		—		(159,440)
Retained earnings		132,241		195,627
Total stockholders' equity		326,562		168,352
Total liabilities and stockholders' equity	$	480,727	$	332,399

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,
	2024		2023		2022
Revenue:
Intercompany revenue	$	12,637	$	10,584	$	10,069
Total revenue		12,637		10,584		10,069
Operating expenses:
Selling, general, and administrative		12,715		10,646		10,069
Total operating expenses		12,715		10,646		10,069
Loss from operations		(78)		(62)		—
Interest income, net		1,209		1,426		477
Affiliate Loan interest income		141		39		—
Tax Receivable Agreement liability adjustment		—		2,442		114
Other income, net		—		—		139
Equity in net (loss) income of subsidiaries		(53,442)		21,463		215,271
(Loss) income before income taxes		(52,170)		25,308		216,001
Income tax benefit (expense)		13,533		8,064		(92,253)
Net (loss) income	$	(38,637)	$	33,372	$	123,748

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,
	2024		2023		2022
Operating activities
Net (loss) income	$	(38,637)	$	33,372	$	123,748
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Equity in net income of subsidiaries		53,442		(21,463)		(215,271)
Deferred tax expense		(12,846)		(14,229)		41,871
Tax Receivable Agreement liability adjustment		—		(2,442)		(114)
Change in assets and liabilities, net of acquisitions:
Prepaid income taxes and other assets		(2,590)		6,219		2,914
Accounts payable and other accrued liabilities		(1,238)		1,238		—
Payment pursuant to Tax Receivable Agreement		(13,350)		(10,937)		(11,322)
Other, net		3,697		—		—
Net cash used in operating activities		(11,522)		(8,242)		(58,174)
Investing activities
Purchases of LLC Interest from CWGS, LLC		(333,905)		(389)		(541)
Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases		—		—		79,757
Distributions received from CWGS, LLC		20,507		36,716		162,767
Lent funds under Affiliate Loan		(79,000)		(30,000)		—
Repaid funds under Affiliate Loan		103,000		—		—
Net cash (used in) provided by investing activities		(289,398)		6,327		241,983
Financing activities
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts and commissions		333,356		—		—
Dividends paid to Class A common stockholders		(24,749)		(66,831)		(105,387)
Proceeds from exercise of stock options		549		389		541
Repurchases of Class A common stock to treasury		—		—		(79,757)
Disgorgement of short-swing profits by Section 16 officer		—		—		58
Net cash provided by (used in) financing activities		309,156		(66,442)		(184,545)
Increase (decrease) in cash and cash equivalents		8,236		(68,357)		(736)
Cash and cash equivalents at beginning of year		1,905		70,262		70,998
Cash and cash equivalents at end of the year	$	10,141	$	1,905	$	70,262

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, 2024

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”), its Affiliate Loan (as defined in Note 4 – Affiliate Loan), 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 10 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, 2024, 2023, and 2022, 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, 2024 and 2023 (see Note 4 – Affiliate Loan for other amounts owed to the Parent Company). 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 $150.4 million and $162.8 million as of December 31, 2024 and 2023, respectively.

3. Revisions to Prior Period Condensed Financial Statements

Subsequent to the issuance of the Parent Company's condensed financial statements for the year ended December 31, 2023, the Parent Company's management identified prior period misstatements related to the measurement of the realizable portion of the Parent Company’s outside basis difference deferred tax asset in CWGS, LLC, including the associated valuation allowance. As a result, deferred tax assets, net, additional paid-in capital, and income tax benefit (expense) have been revised from the amounts previously reported as of and for the years ended December 31, 2023 and 2022. The Parent 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, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and determined the effect of these revisions was not material to the previously issued financial statements. However, correcting the cumulative error during the year ended December 31, 2024 would have been material to the current period. Therefore, the Parent Company has revised the condensed financial statements for the prior periods presented, including the comparative prior period amounts in the applicable notes to the condensed financial statements.

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed balance sheet for the period indicated:

	As of December 31, 2023
($ in thousands)	As Previously Reported		Adjustment		As Revised
Deferred tax assets, net	$	155,928	$	43,768	$	199,696
Total assets		288,631		43,768		332,399
Additional paid-in capital		98,280		33,385		131,665
Retained earnings		185,244		10,383		195,627
Total stockholders' equity		124,584		43,768		168,352
Total liabilities and stockholders' equity		288,631		43,768		332,399

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed statement of income (loss) for the periods indicated:

	Year Ended December 31, 2023						Year Ended December 31, 2022
($ in thousands)	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised
Income tax benefit (expense)	$	5,736	$	2,328	$	8,064	$	(79,054)	$	(13,199)	$	(92,253)
Net income		31,044		2,328		33,372		136,947		(13,199)		123,748

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed statement of cash flows for the periods indicated. These immaterial misstatements resulted in no change in net cash used in operating activities for the periods indicated:

	Year Ended December 31, 2023						Year Ended December 31, 2022
($ in thousands)	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised
Net income	$	31,044	$	2,328	$	33,372	$	136,947	$	(13,199)	$	123,748
Deferred income taxes		(11,901)		(2,328)		(14,229)		28,672		13,199		41,871

4. Affiliate Loan

In December 2023, the Parent Company (the “Lender”) and CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, entered into a loan agreement (the “Affiliate Loan”) whereby the Borrower may borrow up to $40.0 million from the Lender at an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 6.50% per annum. The Lender may demand repayment with thirty-day notice, there are no prepayment restrictions or penalties, and the Affiliate Loan expires in December 2025.

At December 31, 2024 and 2023, the Borrower had outstanding balances of $6.0 million and $30.0 million, respectively, under the Affiliate Loan that were each repaid with accrued interest early in January of the following year. At December 31, 2024 and 2023, the interest rate on the Affiliate Loan was 10.86% and 11.86%, respectively, and accrued interest was less than $0.1 million at December 31, 2024 and 2023.

5. 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 12 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 12 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, 2024 and 2023, liabilities under the tax receivable agreement totaled $150.4 million and $162.8 million, respectively. The Parent Company does not expect a cash tax reduction for tax benefits subject to the Tax Receivable Agreement during the year ended December 31, 2024 and, therefore, does not expect a payment under the Tax Receivable Agreement to be made during the year ending December 31, 2025.

See Note 14 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 and cybersecurity incidents.

6. Income Taxes

CWGS, LLC completed the steps necessary to convert Camping World, Inc. (“CW”) and certain of its subsidiaries from Subchapter C Corporations to limited liability companies (“LLCs”) with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by CWGS, LLC’s other LLC businesses. As a result, both income tax expense recognized by the Parent Company and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow CWGS, LLC to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.

During the year ended December 31, 2023, the above LLC Conversion resulted in additional income tax benefit for the Parent Company of $3.1 million. Additionally, the Parent Company recorded an income tax benefit of $4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date.

7. November 2024 Public Offering

On November 1, 2024, the Parent Company completed a public offering (the “November 2024 Public Offering”) in which the Parent Company sold 14,634,146 shares of the Parent Company’s Class A common stock at a public offering price of $20.50 per share (or $19.81 per share after underwriting discounts and commissions). The Parent Company received $289.9 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 14,634,146 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions.

Additionally, in November 2024, the underwriters exercised their option to purchase an additional 2,195,121 shares of Class A common stock and the Parent Company received $43.5 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 2,195,121 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions.

Of the 16,829,267 shares Class A common stock sold in the November 2024 Public Offering, 4,228,700 were issued from treasury stock and the remainder were newly-issued shares. CWGS, LLC, on behalf of the Parent Company, incurred approximately $1.0 million of offering costs that were recorded as a reduction in the additional paid-in capital recorded by the Parent Company for the proceeds from the November 2024 Public Offering.

8. Stock Repurchase Program

During the years ended December 31, 2024 and 2023, the Parent Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Parent Company repurchased 2,592,524 shares of Class A common stock, under this program for approximately $79.8 million, including commissions paid, at a weighted average price per share of $30.76, which is recorded as treasury stock on the Parent Company’s balance sheet. During the year ended December 31, 2022, the $79.8 million was concurrently funded by CWGS, LLC in exchange for the return of 2,592,524 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 years ended December 31, 2024, 2023 and 2022, the Parent Company reissued 322,271, 579,176 and 852,508 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 stock-based awards under the Parent Company’s 2016 Incentive Award Plan. As discussed in Note 7 — November 2024 Public Offering, the Company reissued 4,228,700 shares of Class A common stock held as treasury in the November 2024 Public Offering. As of December 31, 2024, the remaining approved

amount for repurchases of Class A common stock under the share repurchase program was approximately $120.2 million.

9. Statements of Cash Flows

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

	Year Ended December 31,
	2024		2023		2022
Cash (refunded) paid during the period for:
Interest	$	—	$	—	$	—
Income taxes		(4,989)		(646)		47,601
Noncash financing activities:
Par value of Class A common stock issued for redemption of common units in CWGS, LLC		1		20		1
Cost of treasury stock issued for vested restricted stock units		15,320		29,542		42,640