# Camping World Holdings, Inc.: Form 10-Q for the period ended Sep 30, 2022

- Company: [Camping World Holdings, Inc.](/companies/cwh.md) (CIK 1669779)
- Form: 10-Q
- Filed: 2022-11-02
- Accepted by EDGAR: Nov 2, 2022, 16:02 ET
- Period: 2022-09-30
- Accession: 0001558370-22-015969
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1669779/000155837022015969/cwh-20220930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1669779/000155837022015969/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-07-01 to 2022-09-30 | $1.86bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2022-01-01 to 2022-09-30 | $5.69bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2022-07-01 to 2022-09-30 | $1.26bn | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2022-01-01 to 2022-09-30 | $3.82bn | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2022-07-01 to 2022-09-30 | $419.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2022-01-01 to 2022-09-30 | $1.25bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2022-07-01 to 2022-09-30 | $155.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2022-01-01 to 2022-09-30 | $558.8m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2022-07-01 to 2022-09-30 | $22.4m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2022-01-01 to 2022-09-30 | $75.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2022-07-01 to 2022-09-30 | $41.1m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2022-01-01 to 2022-09-30 | $170.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2022-07-01 to 2022-09-30 | $0.97 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2022-01-01 to 2022-09-30 | $3.99 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2022-07-01 to 2022-09-30 | $0.98 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2022-01-01 to 2022-09-30 | $4.01 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2022-07-01 to 2022-09-30 | 42,505,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2022-01-01 to 2022-09-30 | 42,947,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2022-01-01 to 2022-09-30 | $523.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2022-01-01 to 2022-09-30 | $78.9m | us-gaap:PaymentsOfDividends |
| Share repurchases | 9 months, 2022-01-01 to 2022-09-30 | $79.8m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2022-09-30 | $148.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2022-09-30 | $2.30bn | us-gaap:AssetsCurrent |
| Total assets | at 2022-09-30 | $4.51bn | us-gaap:Assets |
| Current liabilities | at 2022-09-30 | $1.62bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-09-30 | $4.17bn | us-gaap:Liabilities |
| Long-term debt | at 2022-09-30 | $1.37bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2022-09-30 | $15.8m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2022-09-30 | $207.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 123,502 characters.

### MANAGEMENT’S DISCUSSION AND ANALYSIS OF

### FINANCIAL CONDITION AND RESULTS OF OPERATIONS

*The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included in Part I, Item 1 of this Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of our Annual Report, Part II, Item 1A of this Form 10-Q, the “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q and in other parts of this Form 10-Q. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.*

*For purposes of this Form 10-Q, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is September 30, 2022, our most recently completed fiscal quarter.*

### Overview

Camping World Holdings, Inc. (together with its subsidiaries) is America’s largest retailer of recreational RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV lifestyle. On September 30, 2022, we operated a total of 193 retail locations, with 192 of these selling and/or servicing RVs. See Note 1 – Summary of Significant Accounting Policies to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Good Sam Rentals, which is a peer-to-peer RV rental marketplace that can be accessed at RVRentals.com, was launched during the third quarter of 2021 and the financial results and cash needs to date were immaterial. Our previously announced mobile RV technician marketplace is expected to launch in 2022, with nominal further investment. We executed a limited rollout of our online RV sales process on our RVs.com domain in one state during the quarter ended June 30, 2022. We plan to expand RVs.com to additional markets after implementing enhancements, with limited additional investment, based on data gathered during the test rollout.

A summary of the changes in quantities and types of retail stores and changes in same stores from September 30, 2021 to September 30, 2022, are in the table below:

| ​ ​ ​ | ​ RV Dealerships | ​ | ​ RV Service & Retail Centers | ​ | ​ Other Retail Stores | ​ | ​ ​ ​ | ​ ​ Total | ​ ​ ​ | ​ Same Store(2) |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Number of store locations as of September 30, 2021 | ​ | 176 | ​ | 10 | ​ | 1 | ​ | 187 | ​ | 158 |
| Opened | ​ | 9 | ​ | — | ​ | — | ​ | 9 | ​ | — |
| Re-opened | ​ | 1 | ​ | — | ​ | — | ​ | 1 | ​ | — |
| Converted (1) | ​ | (1) | ​ | — | ​ | 1 | ​ | — | ​ | — |
| Temporarily closed | ​ | — | ​ | (1) | ​ | — | ​ | (1) | ​ | (1) |
| Closed (1) | ​ | (1) | ​ | (1) | ​ | (1) | ​ | (3) | ​ | (1) |
| Achieved designation of same store (2) | ​ | — | ​ | — | ​ | — | ​ | — | ​ | 12 |
| Number of store locations as of September 30, 2022 | ​ | 184 | ​ | 8 | ​ | 1 | ​ | 193 | ​ | 168 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

(1) One RV dealership was converted to a retail clearance center, which was subsequently closed.

(2) Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

### COVID-19

As discussed in Note 1 — Summary of Significant Accounting Policies — COVID-19 to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q, the COVID-19 pandemic has had a primarily favorable impact on our business beginning in May 2020.

Within a few months of the initial significant outbreaks of COVID-19 in the U.S., we experienced elevated demand for RVs and many of our related products and services. We believe that consumers view RVs as a safer alternative to many other travel and recreational activities, in addition to an opportunity to enjoy the outdoors after many consumers spent much of their time at home during portions of the pandemic. We believe this has led to an introduction of many new customers to the RV lifestyle and a greater appreciation of outdoor activities. For much of the COVID-19 pandemic, demand and interest in new and used vehicles outpaced vehicle supply. Beginning in September 2021, we were able to procure more new vehicles from our suppliers than were sold and new towables inventory levels, in particular, normalized in early 2022. As other modes of transportation and vacation options have mostly recovered from the impact of COVID-19, the increased demand for our products, while still elevated, has not remained at the peak levels experienced in recent years.

Historically, most of our consumer shows and events took place during the first quarter. As a consequence of COVID-19, we held one in-person consumer show in 2021, compared to 37 in-person consumer shows held prior to the pandemic in 2019, and we plan to hold fewer than five in-person consumer shows in 2022. Moving forward, we have shifted our consumer show strategy to focus on shows which support our own Camping World dealerships as opposed to hosting other competing dealerships. We expect to annually host fewer than five ticketed in-person consumer shows under the Good Sam brand in future years. We do not expect consumer shows to be material to our consolidated financial statements. We have also held several of our virtual RV Show events beginning in 2020 and have continued these virtual shows in 2022.

### Cybersecurity Incident

We rely on the integrity, security and successful functioning of our information technology systems and network infrastructure (collectively, “IT Systems”) across our operations. In February 2022, we announced that we had experienced a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the “Cybersecurity Incident”). The Cybersecurity Incident resulted in our temporary inability to access certain of our IT Systems, caused by the disabling of some of our IT Systems by the threat actor and our temporarily taking certain other IT Systems offline as a precautionary measure. We engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation. The forensic investigation is now complete and we have restored and are taking measures to enhance our IT Systems. We have identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver’s license numbers. We are in the process of complying with notification obligations in accordance with relevant law and are continuing to coordinate with law enforcement.

We have incurred costs related to investigation, containment, and remediation and expect to continue to incur incremental costs for the investigation and remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of our IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, regulatory enforcement action, and litigation that could result in financial judgments or the payment of settlement amounts and disputes with insurance carriers concerning coverage. We do not expect that the Cybersecurity Incident will cause future disruptions to our business or that the Cybersecurity Incident will have a material impact on our business, results of operations or financial condition.

### Industry Trends

According to the RV Industry Association’s survey of manufacturers, wholesale shipments of recreational vehicles for 2021 were 600,240 units, a new record for RV shipments for any year. Shipments for the year ended December 31, 2021 increased 39.5% over the year ended December 31, 2020 and surpassed 2017, the previous record year, by 19.0%. Wholesale shipments for the nine months ended September 2022 were 8.2% less than the comparable period in 2021, primarily driven by reduced travel trailer shipments.

Thor Industries, our largest supplier of RVs, disclosed in their Form 10-K for the year ended July 31, 2022 filed with the Securities and Exchange Commission on September 28, 2022 that their North American RV order backlog as of July 31, 2022 had declined 45% from April 30, 2022 and declined 55% from July 31, 2021. Thor Industries also disclosed that they believe their North American backlog is generally more in line with their historical levels given improved dealer stocking inventory levels and their anticipated future consumer demand.

The per unit cost of new vehicles has been significantly higher than we experienced prior to the COVID-19 pandemic, which was largely driven by the RV manufacturers’ supply constraints described above and the strong demand for new vehicles, as well as the impact of higher inflation and interest rates. These higher costs have been partially mitigated by the higher average selling prices on new vehicles, but we experienced a decrease in new vehicle gross margins during the three and nine months ended September 30, 2022 as a result of these higher costs. We expect average selling prices to decrease as industry-wide supply continues to normalize, which would continue to reduce new vehicle gross margins. We will continue to evaluate supplier pricing, among other criteria, as part of our vehicle procurement process.

### Inflation

In 2022, we have experienced the impact of inflation on our operations, particularly with the increased cost of new vehicles. The price risk relating to new vehicles includes the cost from the manufacturer, as well as freight and logistics costs. Each of these costs have been impacted, to differing degrees, by factors such as high demand for product, supply chain disruptions, labor shortages, and increased fuel costs, some of which were caused, in part, by the COVID-19 pandemic. We expect these cost pressures to continue into 2023.

Inflationary factors, such as increases to our product and overhead costs, may adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs. Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Further, the cost of remodeling acquired retail locations and constructing new retail locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new retail locations. Finally, we finance substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements with interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

### Strategic Shift

In 2019, we made a strategic decision to refocus our business around our core RV competencies. During the year ended December 31, 2021, we completed our analysis of our retail product offerings that are not RV related as part of the 2019 Strategic Shift. The information available at the inception of the 2019 Strategic Shift relating to these product categories was incomplete based on the relative immaturity of the locations offering these products and was further delayed by the impact of COVID-19 on consumer buying behavior (see

COVID-19 in Part I, Item 2 of this Form 10-Q). The Company does not expect to close additional locations or incur further one-time termination benefits or incremental reserve charges in connection with the 2019 Strategic Shift. The remaining potential ongoing charges under the 2019 Strategic Shift relate to lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed in part due to the ongoing COVID-19 pandemic and is expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. See Note 4 — Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

### Our Corporate Structure Impact on Income Taxes

Our corporate structure is commonly referred to as an “Up-C” structure and typically results in a different relationship between income (loss) before income taxes and income tax expense than would be experienced by most public companies with a more traditional corporate structure. More traditional structures are typically comprised predominately of Subchapter C corporations and/or lacking significant non-controlling interests with holdings through limited liability companies or partnerships. Typically, most of our income tax expense is recorded at the CWH level, our public holding company, based on its allocation of taxable income from CWGS, LLC.

More specifically, as discussed in Note 12 — Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q, CWH is organized as a Subchapter C corporation and, as of September 30, 2022, is a 50.1% owner of CWGS, LLC (see Note 14 — Stockholders’ Equity and Note 15 — Non-Controlling Interests to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such is generally not subject to any U.S. federal entity-level income taxes (“Pass-Through”), with the exception of Americas Road and Travel Club, Inc., Camping World, Inc. (“CW”), and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, which are Subchapter C corporations (“C-Corp”) embedded within the CWGS, LLC structure.

CWH receives an allocation of its share of the net income (loss) of CWGS, LLC based on CWH’s weighted-average ownership of CWGS, LLC for the period. CWH recognizes income tax expense on its pre-tax income including its portion of this income allocation from CWGS, LLC primarily relating to Pass-Through entities. The income tax relating to the net income (loss) of CWGS, LLC allocated to CWH that relates to separately taxed C-Corp entities is recorded within the consolidated results of CWGS, LLC. No income tax expense is recognized by the Company for the portion of net income (loss) of CWGS, LLC allocated to non-controlling interest other than income tax expense recorded by CWGS, LLC. Rather, tax distributions are paid to the non-controlling interest holders which are recorded as distributions to holders of LLC common units in the condensed consolidated statements of cash flows. CWH is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of CWGS, LLC and is taxed at the prevailing corporate tax rates. For the nine months ended September 30, 2022 and 2021, the Company used effective income tax rate assumptions of 25.4% and 25.5%, respectively, for income adjustments applicable to CWH when calculating the adjusted net income (loss) attributable to Camping World Holdings, Inc. ─ basic and diluted (see “Non-GAAP Financial Measures” in Part I, Item 2 of this Form 10-Q). CWGS, LLC may be liable for various other state and local taxes.

The following table presents the allocation of CWGS, LLC’s C-Corp and Pass-Through net income to CWH, the allocation of CWGS, LLC’s net income to non-controlling interests, income tax expense recognized by CWH, and other items:

*($ in thousands)*

| ​ ​ | ​ ​ | ​ ​ Three Months Ended September 30, 2022 | ​ | ​ ​ 2021 | ​ ​ | ​ ​ Nine Months Ended September 30, 2022 | ​ | ​ ​ 2021 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| C-Corp portion of CWGS, LLC net loss allocated to CWH | ​ | $(1,701) | ​ | $(11,625) | ​ | $(14,852) | ​ | $(7,219) |
| Pass-Through portion of CWGS, LLC net income allocated to CWH | ​ | ​ 63,435 | ​ | ​ 128,922 | ​ | ​ 254,243 | ​ | ​ 352,165 |
| CWGS, LLC net income allocated to CWH | ​ | ​ 61,734 | ​ | ​ 117,297 | ​ | ​ 239,391 | ​ | ​ 344,946 |
| CWGS, LLC net income allocated to noncontrolling interests | ​ | ​ 61,822 | ​ | ​ 109,605 | ​ | ​ 238,065 | ​ | ​ 331,596 |
| CWGS, LLC net income | ​ | ​ 123,556 | ​ | ​ 226,902 | ​ | ​ 477,456 | ​ | ​ 676,542 |
| Tax Receivable Agreement liability adjustment | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (3,520) |
| Income tax expense recorded by CWH | ​ | ​ (20,811) | ​ | ​ (37,608) | ​ | ​ (69,582) | ​ | ​ (90,296) |
| Other incremental CWH net income | ​ | ​ 203 | ​ | ​ 14 | ​ | ​ 358 | ​ | ​ 83 |
| Net income | ​ | $102,948 | ​ | $189,308 | ​ | $408,232 | ​ | $582,809 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

The following table presents further information on income tax (expense) benefit:

*($ in thousands)*

| ​ ​ | ​ ​ | ​ ​ Three Months Ended September 30, 2022 | ​ | ​ ​ 2021 | ​ ​ | ​ ​ Nine Months Ended September 30, 2022 | ​ | ​ ​ 2021 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Income tax expense recorded by CWH | ​ | $(20,811) | ​ | $(37,608) | ​ | $(69,582) | ​ | $(90,296) |
| Income tax (expense) benefit recorded by CWGS, LLC | ​ | ​ (1,586) | ​ | ​ (1,261) | ​ | ​ (6,226) | ​ | ​ 7,037 |
| Income tax expense | ​ | $(22,397) | ​ | $(38,869) | ​ | $(75,808) | ​ | $(83,259) |

### Results of Operations

### Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

The following table sets forth information comparing the components of net income for the three months ended September 30, 2022 and 2021:

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ Three Months Ended September 30, 2022 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ September 30, 2021 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ ​ | ​ ​ ​ |
| --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | $50,352 | ​ | 2.7% | ​ | $46,581 | ​ | 2.4% | ​ | $3,771 | ​ | 8.1% |
| RV and Outdoor Retail: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ 834,112 | ​ | 44.9% | ​ | ​ 864,303 | ​ | 45.1% | ​ | ​ (30,191) | ​ | (3.5%) |
| Used vehicles | ​ 525,988 | ​ | 28.3% | ​ | ​ 519,550 | ​ | 27.1% | ​ | ​ 6,438 | ​ | 1.2% |
| Products, service and other | ​ 268,940 | ​ | 14.5% | ​ | ​ 305,882 | ​ | 16.0% | ​ | ​ (36,942) | ​ | (12.1%) |
| Finance and insurance, net | ​ 165,136 | ​ | 8.9% | ​ | ​ 167,779 | ​ | 8.8% | ​ | ​ (2,643) | ​ | (1.6%) |
| Good Sam Club | ​ 11,154 | ​ | 0.6% | ​ | ​ 12,479 | ​ | 0.7% | ​ | ​ (1,325) | ​ | (10.6%) |
| Subtotal | ​ 1,805,330 | ​ | 97.3% | ​ | ​ 1,869,993 | ​ | 97.6% | ​ | ​ (64,663) | ​ | (3.5%) |
| Total revenue | ​ 1,855,682 | ​ | 100.0% | ​ | ​ 1,916,574 | ​ | 100.0% | ​ | ​ (60,892) | ​ | (3.2%) |
| ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Gross profit (exclusive of depreciation and amortization shown separately below): | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ 31,481 | ​ | 1.7% | ​ | ​ 24,944 | ​ | 1.3% | ​ | ​ 6,537 | ​ | 26.2% |
| RV and Outdoor Retail: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ 158,993 | ​ | 8.6% | ​ | ​ 251,885 | ​ | 13.1% | ​ | ​ (92,892) | ​ | (36.9%) |
| Used vehicles | ​ 127,106 | ​ | 6.8% | ​ | ​ 142,698 | ​ | 7.4% | ​ | ​ (15,592) | ​ | (10.9%) |
| Products, service and other | ​ 101,642 | ​ | 5.5% | ​ | ​ 93,438 | ​ | 4.9% | ​ | ​ 8,204 | ​ | 8.8% |
| Finance and insurance, net | ​ 165,136 | ​ | 8.9% | ​ | ​ 167,779 | ​ | 8.8% | ​ | ​ (2,643) | ​ | (1.6%) |
| Good Sam Club | ​ 9,330 | ​ | 0.5% | ​ | ​ 10,632 | ​ | 0.6% | ​ | ​ (1,302) | ​ | (12.2%) |
| Subtotal | ​ 562,207 | ​ | 30.3% | ​ | ​ 666,432 | ​ | 34.8% | ​ | ​ (104,225) | ​ | (15.6%) |
| Total gross profit | ​ 593,688 | ​ | 32.0% | ​ | ​ 691,376 | ​ | 36.1% | ​ | ​ (97,688) | ​ | (14.1%) |
| ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Operating expenses: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Selling, general and administrative expenses | ​ 419,102 | ​ | 22.6% | ​ | ​ 424,385 | ​ | 22.1% | ​ | ​ 5,283 | ​ | 1.2% |
| Debt restructure expense | ​ — | ​ | — | ​ | ​ 24 | ​ | 0.0% | ​ | ​ 24 | ​ | n/m |
| Depreciation and amortization | ​ 18,207 | ​ | 1.0% | ​ | ​ 23,552 | ​ | 1.2% | ​ | ​ 5,345 | ​ | 22.7% |
| Long-lived asset impairment | ​ 887 | ​ | 0.0% | ​ | ​ 316 | ​ | 0.0% | ​ | ​ (571) | ​ | (180.7%) |
| Lease termination | ​ — | ​ | — | ​ | ​ 329 | ​ | 0.0% | ​ | ​ 329 | ​ | n/m |
| (Gain) loss on sale or disposal of assets | ​ (40) | ​ | (0.0%) | ​ | ​ 96 | ​ | 0.0% | ​ | ​ 136 | ​ | n/m |
| Total operating expenses | ​ 438,156 | ​ | 23.6% | ​ | ​ 448,702 | ​ | 23.4% | ​ | ​ 10,546 | ​ | 2.4% |
| Income from operations | ​ 155,532 | ​ | 8.4% | ​ | ​ 242,674 | ​ | 12.7% | ​ | ​ (87,142) | ​ | (35.9%) |
| Other expense: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Floor plan interest expense | ​ (9,484) | ​ | (0.5%) | ​ | ​ (3,125) | ​ | (0.2%) | ​ | ​ (6,359) | ​ | (203.5%) |
| Other interest expense, net | ​ (20,526) | ​ | (1.1%) | ​ | ​ (11,250) | ​ | (0.6%) | ​ | ​ (9,276) | ​ | (82.5%) |
| Other expense, net | ​ (177) | ​ | (0.0%) | ​ | ​ (122) | ​ | (0.0%) | ​ | ​ (55) | ​ | (45.1%) |
| Total other expense | ​ (30,187) | ​ | (1.6%) | ​ | ​ (14,497) | ​ | (0.8%) | ​ | ​ (15,690) | ​ | (108.2%) |
| Income before income taxes | ​ 125,345 | ​ | 6.8% | ​ | ​ 228,177 | ​ | 11.9% | ​ | ​ (102,832) | ​ | (45.1%) |
| Income tax expense | ​ (22,397) | ​ | (1.2%) | ​ | ​ (38,869) | ​ | (2.0%) | ​ | ​ 16,472 | ​ | 42.4% |
| Net income | ​ 102,948 | ​ | 5.5% | ​ | ​ 189,308 | ​ | 9.9% | ​ | ​ (86,360) | ​ | (45.6%) |
| Less: net income attributable to non-controlling interests | ​ (61,822) | ​ | (3.3%) | ​ | ​ (109,605) | ​ | (5.7%) | ​ | ​ 47,783 | ​ | 43.6% |
| Net income attributable to Camping World Holdings, Inc. | $41,126 | ​ | 2.2% | ​ | $79,703 | ​ | 4.2% | ​ | $(38,577) | ​ | (48.4%) |

n/m – not meaningful

### Supplemental Data

| ​ ​ ​ Unit sales | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2022 ​ ​ | ​ | ​ ​ 2021 ​ ​ | ​ ​ | ​ ​ Increase (decrease) ​ ​ | ​ ​ ​ ​ | ​ ​ | ​ Percent Change ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---: |
| New vehicles | ​ | ​ 17,616 | ​ | ​ 18,748 | ​ | ​ (1,132) | ​ | ​ | ​ | (6.0%) |
| Used vehicles | ​ | ​ 14,460 | ​ | ​ 13,631 | ​ | ​ 829 | ​ | ​ | ​ | 6.1% |
| Total | ​ | ​ 32,076 | ​ | ​ 32,379 | ​ | ​ (303) | ​ | ​ | ​ | (0.9%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average selling price | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $47,350 | ​ | $46,101 | ​ | $1,249 | ​ | ​ | ​ | 2.7% |
| Used vehicles | ​ | $36,375 | ​ | $38,115 | ​ | $(1,740) | ​ | ​ | ​ | (4.6%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store unit sales(1) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | ​ 16,045 | ​ | ​ 17,293 | ​ | ​ (1,248) | ​ | ​ | ​ | (7.2%) |
| Used vehicles | ​ | ​ 13,114 | ​ | ​ 12,852 | ​ | ​ 262 | ​ | ​ | ​ | 2.0% |
| Total | ​ | ​ 29,159 | ​ | ​ 30,145 | ​ | ​ (986) | ​ | ​ | ​ | (3.3%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store revenue(1) ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $764,144 | ​ | $801,412 | ​ | $(37,268) | ​ | ​ | ​ | (4.7%) |
| Used vehicles | ​ | ​ 482,329 | ​ | ​ 493,914 | ​ | ​ (11,585) | ​ | ​ | ​ | (2.3%) |
| Products, service and other | ​ | ​ 186,260 | ​ | ​ 211,591 | ​ | ​ (25,331) | ​ | ​ | ​ | (12.0%) |
| Finance and insurance, net | ​ | ​ 151,039 | ​ | ​ 156,870 | ​ | ​ (5,831) | ​ | ​ | ​ | (3.7%) |
| Total | ​ | $1,583,772 | ​ | $1,663,787 | ​ | $(80,015) | ​ | ​ | ​ | (4.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average gross profit per unit | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $9,025 | ​ | $13,435 | ​ | $(4,410) | ​ | ​ | ​ | (32.8%) |
| Used vehicles | ​ | $8,790 | ​ | ​ 10,469 | ​ | $(1,679) | ​ | ​ | ​ | (16.0%) |
| Finance and insurance, net per vehicle unit | ​ | $5,148 | ​ | ​ 5,182 | ​ | $(34) | ​ | ​ | ​ | (0.7%) |
| Total vehicle front-end yield(2) | ​ | $14,068 | ​ | ​ 17,368 | ​ | $(3,300) | ​ | ​ | ​ | (19.0%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Gross margin | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 62.5% | ​ | ​ 53.5% | ​ | ​ 897 | bps | ​ | ​ | ​ |
| New vehicles | ​ | ​ 19.1% | ​ | ​ 29.1% | ​ | ​ (1,008) | bps | ​ | ​ | ​ |
| Used vehicles | ​ | ​ 24.2% | ​ | ​ 27.5% | ​ | ​ (330) | bps | ​ | ​ | ​ |
| Products, service and other | ​ | ​ 37.8% | ​ | ​ 30.5% | ​ | ​ 725 | bps | ​ | ​ | ​ |
| Finance and insurance, net | ​ | ​ 100.0% | ​ | ​ 100.0% | ​ | ​ unch. | bps | ​ | ​ | ​ |
| Good Sam Club | ​ | ​ 83.6% | ​ | ​ 85.2% | ​ | ​ (155) | bps | ​ | ​ | ​ |
| Subtotal RV and Outdoor Retail | ​ | ​ 31.1% | ​ | ​ 35.6% | ​ | ​ (450) | bps | ​ | ​ | ​ |
| Total gross margin | ​ | ​ 32.0% | ​ | ​ 36.1% | ​ | ​ (408) | bps | ​ | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Inventories ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $1,180,364 | ​ | $723,593 | ​ | $456,771 | ​ | ​ | ​ | 63.1% |
| Used vehicles | ​ | ​ 425,824 | ​ | ​ 391,466 | ​ | ​ 34,358 | ​ | ​ | ​ | 8.8% |
| Products, parts, accessories and misc. | ​ | ​ 293,588 | ​ | ​ 246,900 | ​ | ​ 46,688 | ​ | ​ | ​ | 18.9% |
| Total RV and Outdoor Retail inventories | ​ | $1,899,776 | ​ | $1,361,959 | ​ | $537,817 | ​ | ​ | ​ | 39.5% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory per location ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory per dealer location | ​ | $6,415 | ​ | $4,111 | ​ | $2,304 | ​ | ​ | ​ | 56.0% |
| Used vehicle inventory per dealer location | ​ | $2,314 | ​ | ​ 2,224 | ​ | $90 | ​ | ​ | ​ | 4.0% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory turnover(3) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory turnover | ​ | ​ 2.0 | ​ | ​ 3.6 | ​ | ​ (1.5) | ​ | ​ | ​ | (42.9%) |
| Used vehicle inventory turnover | ​ | ​ 3.5 | ​ | ​ 4.4 | ​ | ​ (0.8) | ​ | ​ | ​ | (18.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Retail locations | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| RV dealerships | ​ | ​ 184 | ​ | ​ 176 | ​ | ​ 8 | ​ | ​ | ​ | 4.5% |
| RV service & retail centers | ​ | ​ 8 | ​ | ​ 10 | ​ | ​ (2) | ​ | ​ | ​ | (20.0%) |
| Subtotal | ​ | ​ 192 | ​ | ​ 186 | ​ | ​ 6 | ​ | ​ | ​ | 3.2% |
| Other retail stores | ​ | ​ 1 | ​ | ​ 1 | ​ | ​ — | ​ | ​ | ​ | 0.0% |
| Total | ​ | ​ 193 | ​ | ​ 187 | ​ | ​ 6 | ​ | ​ | ​ | 3.2% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Other data | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Active Customers(4) | ​ | ​ 5,366,558 | ​ | ​ 5,458,531 | ​ | ​ (91,973) | ​ | ​ | ​ | (1.7%) |
| Good Sam Club members | ​ | ​ 2,038,826 | ​ | ​ 2,185,100 | ​ | ​ (146,274) | ​ | ​ | ​ | (6.7%) |
| Service bays (5) | ​ | ​ 2,639 | ​ | ​ 2,599 | ​ | ​ 40 | ​ | ​ | ​ | 1.5% |
| Finance and insurance gross profit as a % of total vehicle revenue | ​ | ​ 12.1% | ​ | ​ 12.1% | ​ | ​ 2 | bps | ​ | ​ | n/a |
| Same store locations | ​ | ​ 168 | ​ | ​ n/a | ​ | ​ n/a | ​ | ​ | ​ | n/a |

(1) Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

(2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.

(3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

(4) An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

(5) A service bay is a fully-constructed bay dedicated to service, installation, and collision offerings.

#### Revenue and Gross Profit

#### Good Sam Services and Plans

Good Sam Services and Plans revenue increased primarily due to a $2.9 million increase from the roadside assistance programs primarily resulting from increased contracts in force and favorable updates to assumptions for cancellations, a $0.7 million increase from the extended vehicle warranty programs revenue primarily resulting from increased contracts in force, and a $0.6 million increase from the Good Sam Insurance Agency primarily resulting from increased contracts in force, partially offset by a decrease of $0.3 million from our RV financing programs and a $0.1 million decrease from other programs.

Good Sam Services and Plans gross profit increased primarily due to a $6.6 million increase from the roadside assistance programs resulting from increased contracts in force, favorable updates to assumptions for cancellations and reduced marketing costs; a $0.6 million increase from the extended vehicle warranty programs; and a $0.5 million increase from Good Sam Insurance Agency; partially offset by a $0.5 million reduction from other services and plans; a $0.4 million reduction from our RV financing products; and a $0.3 million increase in overhead support expenses. Gross margin increased in the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to the increases from the roadside assistance programs.

#### RV and Outdoor Retail

New Vehicles

New vehicles revenue decreased primarily due to a 6.0% decrease in vehicles sold partially offset by a 2.7% increase in the average selling price per vehicle sold. On a same store basis, new vehicles revenue decreased 4.7% to $764.1 million, and vehicles sold decreased 7.2%.

New vehicles gross profit decreased primarily due to a 17.3% increase in the average cost of new vehicles sold and a 6.0% decrease in new vehicles sold. The decrease in new vehicles gross margin was primarily due to compression from higher cost per unit sold, partially offset by the 2.7% increase in the average selling price of new vehicles.

Used Vehicles

Used vehicles revenue increased primarily due to a 6.1% increase in vehicles sold, driven by an increase in demand for used vehicles, as they are a lower-cost alternative to new vehicles, partially offset by a 4.6% decrease in average selling price per vehicle sold. On a same store basis, used vehicles revenue decreased 2.3% to $482.3 million and vehicles sold increased 2.0%.

Used vehicles gross profit and gross margin decreased primarily due to a 4.6% decrease in the average selling price per vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to our exit from certain non-RV product categories that were sold in the 2021 period, but not in the 2022 period. On a same store basis, products, service and other revenue decreased 12.0% to $186.3 million for the three months ended September 30, 2022 from $211.6 million in the three months ended September 30, 2021.

Products, service and other gross profit increased primarily due to increased labor billing rates and the absence of lower margined revenue from our exit of certain non-RV product categories during the second half of 2021. The increase in products, service and other gross margin was primarily due to the shift in mix to higher margin products and services, such as our RV service revenues, after our exit of certain lower margin, non-RV product categories during the second half of 2021, partially offset by increased compression from higher costs.

Finance and Insurance, net

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue decreased primarily due to the 0.9% decrease in total vehicles sold. Finance and insurance, net as a percentage of new and used vehicle revenue was 12.1% for the three months ended September 30, 2022 and for the three months ended September 30, 2021. On a same store basis, finance and insurance, net decreased 3.7%, or $5.8 million, to $151.0 million versus the three months ended September 30, 2021.

Good Sam Club

Good Sam Club revenue decreased primarily from reduced revenue related to decreased Club file size and reduced marketing fee revenue from the Good Sam Club co-branded credit cards due to lower transaction count at retail locations driven mainly by the exit from certain non-RV product categories.

Good Sam Club gross profit and gross margin decreased primarily due to the revenue reduction items noted above.

#### Operating Expenses and Other

Selling, general and administrative expenses

Selling, general and administrative expenses decreased primarily due to a $25.7 million decrease in labor expenses attributable, in large part, to a reduction in variable compensation based on the decrease in gross profit, and a $1.4 million reduction in real property expense, partially offset by a $10.9 increase in selling and advertising expenses, a $4.0 million increase in dealer open lot insurance and other insurance costs, a $2.8 million increase in occupancy costs and a $4.0 million increase in other store and corporate overhead expenses.

Depreciation and amortization

Depreciation and amortization decreased due primarily to $7.4 million of accelerated depreciation on store fixtures in the third quarter of 2021 related to categories exited as part of the 2019 Strategic Shift, partially offset by increased depreciation from the higher average property and equipment balance that has been driven primarily by our expansion of RV dealership locations.

Long-Lived Asset Impairment

Long-lived asset impairment was $0.9 million for the three months ended September 30, 2022 and $0.3 million for the three months ended September 30, 2021. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Lease termination

Lease termination expense of $0.3 million in the three months ended September 30, 2021, was related primarily to the 2019 Strategic Shift discussed above.

Floor plan interest expense

Floor plan interest expense increased 203.5%, or $6.4 million, to $9.5 million in the three months ended September 30, 2022 from $3.1 million in the three months ended September 30, 2021. The increase was primarily due to a 64.2% increase in average floor plan borrowings driven by higher new vehicle inventory quantities from the normalization of the new travel trailer supply chain, increases in average new unit costs, and 186 basis point increase in the average floor plan borrowing rate. We expect higher floor plan interest expense to continue through the end of 2022 as the floor plan borrowings are expected to be higher in 2022 compared to 2021. Since we do not expect the same new vehicle supply chain constraints that existed in 2021 to be experienced for the remainder of 2022, we expect to have higher average new vehicle inventory levels in 2022. We also expect that interest rates will continue to increase during the remainder of 2022.

Other interest expense, net

Other interest expense increased primarily due to a 141 basis point increase in the Term Loan Facility average interest rate, and to a lesser extent, increased average debt outstanding. The interest rate at September 30, 2022 was 5.34%, which is above the interest rate floor. We expect that interest rates will continue to increase during the remainder of 2022.

Income tax expense

Income tax expense decreased primarily due to both lower income generated and a decrease in ownership interest in CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share.

Segment results

The following tables sets forth a reconciliation of total segment income to consolidated income before income taxes for each of our segments for the periods presented:

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended September 30, 2022 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ September 30, 2021 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ | ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $50,413 | ​ | 2.7% | ​ | $46,632 | ​ | 2.4% | ​ | $3,781 | ​ | 8.1% |
| RV and Outdoor Retail | ​ | ​ 1,812,830 | ​ | 97.7% | ​ | ​ 1,877,032 | ​ | 97.9% | ​ | ​ (64,202) | ​ | (3.4%) |
| Elimination of intersegment revenue | ​ | ​ (7,561) | ​ | (0.4%) | ​ | ​ (7,090) | ​ | (0.4%) | ​ | ​ (471) | ​ | (6.6%) |
| Total consolidated revenue | ​ | ​ 1,855,682 | ​ | 100.0% | ​ | ​ 1,916,574 | ​ | 100.0% | ​ | ​ (60,892) | ​ | (3.2%) |
| Segment income:(1) | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 23,946 | ​ | 1.3% | ​ | ​ 18,030 | ​ | 0.9% | ​ | ​ 5,916 | ​ | 32.8% |
| RV and Outdoor Retail | ​ | ​ 143,098 | ​ | 7.7% | ​ | ​ 247,762 | ​ | 12.9% | ​ | ​ (104,664) | ​ | (42.2%) |
| Total segment income | ​ | ​ 167,044 | ​ | 9.0% | ​ | ​ 265,792 | ​ | 13.9% | ​ | ​ (98,748) | ​ | (37.2%) |
| Corporate & other | ​ | ​ (2,789) | ​ | (0.2%) | ​ | ​ (2,667) | ​ | (0.1%) | ​ | ​ (122) | ​ | (4.6%) |
| Depreciation and amortization | ​ | ​ (18,207) | ​ | (1.0%) | ​ | ​ (23,552) | ​ | (1.2%) | ​ | ​ 5,345 | ​ | 22.7% |
| Other interest expense, net | ​ | ​ (20,526) | ​ | (1.1%) | ​ | ​ (11,250) | ​ | (0.6%) | ​ | ​ (9,276) | ​ | (82.5%) |
| Loss and expense on debt restructure | ​ | ​ — | ​ | — | ​ | ​ (24) | ​ | (0.0%) | ​ | ​ 24 | ​ | n/m |
| Other (expense) income, net | ​ | ​ (177) | ​ | (0.0%) | ​ | ​ (122) | ​ | (0.0%) | ​ | ​ (55) | ​ | (45.1%) |
| Income before income taxes | ​ | $125,345 | ​ | 6.8% | ​ | $228,177 | ​ | 11.9% | ​ | $(102,832) | ​ | 45.1% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Same store revenue- RV and Outdoor Retail(2) | ​ | $1,583,772 | ​ | ​ | ​ | $1,663,787 | ​ | ​ | ​ | $(80,015) | ​ | (4.8%) |

n/m – not meaningful

(1) Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

(2) Same store revenue definition not applicable to the Good Sam Services and Plans segment.

Good Sam Services and Plans

Good Sam Services and Plans segment revenue increased primarily due to a $2.9 million increase from the roadside assistance programs primarily resulting from increased contracts in force and favorable updates to assumptions for cancellations, a $0.7 million increase from the extended vehicle warranty programs revenue primarily resulting from increased contracts in force, and a $0.6 million increase from the Good Sam Insurance Agency primarily resulting from increased contracts in force, partially offset by a decrease of $0.3 million from our RV financing programs and a $0.1 million decrease from other programs.

Good Sam Services and Plans segment income increased primarily due to a $6.6 million increase from the roadside assistance programs resulting from increased contracts in force, favorable updates to assumptions for cancellations, and reduced marketing costs, a $0.6 million increase from the extended vehicle warranty programs; and a $0.5 million increase from Good Sam Insurance Agency; partially offset by a $0.6 million increase in selling, general and administrative expenses primarily consisting of increases in compensation and professional fees; a $0.5 million reduction from other services and plans; a $0.4 million reduction from our RV financing products; and a $0.3 million increase in overhead support expenses. Segment income margin net of intersegment revenue elimination increased 885 basis points to 47.6% primarily due to increased margin from the roadside assistance programs and a reduced rate of selling, general and administrative expenses as a percent of gross profit for the three months ended September 30, 2022 versus the comparable period in 2021.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue decreased primarily due a $37.1 million, or 12.1%, decrease in products, service and other revenue, a $30.3 million, or 3.5%, decrease in new vehicle revenue, a $2.0 million, or 1.2%, decrease in finance and insurance, net revenue, and a $1.3 million, or 10.6%, decrease in Good Sam Club revenue, partially offset by a $6.5 million, or 1.3%, increase in used vehicle revenue,

RV and Outdoor Retail segment income decreased primarily due to decreased segment gross profit of $104.2 million primarily relating to increased unit costs and reduced average sales prices per unit, a $6.4 million increase in floor plan interest expense, a $0.6 million increase in long-lived asset impairment, partially offset by a $6.0 million decrease in selling, general and administrative expenses (see discussion of selling, general and administrative expenses above for the similar drivers of this change), a $0.3 million decrease in lease termination expense, and a $0.1 million reduction in loss on sale or disposal of assets. RV and Outdoor Retail segment margin decreased to 7.9% in the three months ended September 30, 2022 from 13.2% in the three months ended September 30, 2021 primarily due to increased vehicle costs and a lower average sales price per unit sold.

Corporate and other expenses

The increase in corporate and other expenses was primarily due to increased professional fees.

### Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

The following table sets forth information comparing the components of net income for the nine months ended September 30, 2022 and 2021:

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ Nine Months Ended September 30, 2022 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ September 30, 2021 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ ​ | ​ ​ ​ |
| --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | $144,504 | ​ | 2.5% | ​ | $134,354 | ​ | 2.4% | ​ | $10,150 | ​ | 7.6% |
| RV and Outdoor Retail: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ 2,746,323 | ​ | 48.3% | ​ | ​ 2,745,057 | ​ | 49.6% | ​ | ​ 1,266 | ​ | 0.0% |
| Used vehicles | ​ 1,484,978 | ​ | 26.1% | ​ | ​ 1,273,944 | ​ | 23.0% | ​ | ​ 211,034 | ​ | 16.6% |
| Products, service and other | ​ 761,914 | ​ | 13.4% | ​ | ​ 862,706 | ​ | 15.6% | ​ | ​ (100,792) | ​ | (11.7%) |
| Finance and insurance, net | ​ 513,921 | ​ | 9.0% | ​ | ​ 483,718 | ​ | 8.7% | ​ | ​ 30,203 | ​ | 6.2% |
| Good Sam Club | ​ 35,070 | ​ | 0.6% | ​ | ​ 36,383 | ​ | 0.7% | ​ | ​ (1,313) | ​ | (3.6%) |
| Subtotal | ​ 5,542,206 | ​ | 97.5% | ​ | ​ 5,401,808 | ​ | 97.6% | ​ | ​ 140,398 | ​ | 2.6% |
| Total revenue | ​ 5,686,710 | ​ | 100.0% | ​ | ​ 5,536,162 | ​ | 100.0% | ​ | ​ 150,548 | ​ | 2.7% |
| ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Gross profit (exclusive of depreciation and amortization shown separately below): | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ 89,972 | ​ | 1.6% | ​ | ​ 81,113 | ​ | 1.5% | ​ | ​ 8,859 | ​ | 10.9% |
| RV and Outdoor Retail: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ 574,663 | ​ | 10.1% | ​ | ​ 730,851 | ​ | 13.2% | ​ | ​ (156,188) | ​ | (21.4%) |
| Used vehicles | ​ 369,102 | ​ | 6.5% | ​ | ​ 339,070 | ​ | 6.1% | ​ | ​ 30,032 | ​ | 8.9% |
| Products, service and other | ​ 294,234 | ​ | 5.2% | ​ | ​ 306,164 | ​ | 5.5% | ​ | ​ (11,930) | ​ | (3.9%) |
| Finance and insurance, net | ​ 513,921 | ​ | 9.0% | ​ | ​ 483,718 | ​ | 8.7% | ​ | ​ 30,203 | ​ | 6.2% |
| Good Sam Club | ​ 28,791 | ​ | 0.5% | ​ | ​ 30,797 | ​ | 0.6% | ​ | ​ (2,006) | ​ | (6.5%) |
| Subtotal | ​ 1,780,711 | ​ | 31.3% | ​ | ​ 1,890,600 | ​ | 34.2% | ​ | ​ (109,889) | ​ | (5.8%) |
| Total gross profit | ​ 1,870,683 | ​ | 32.9% | ​ | ​ 1,971,713 | ​ | 35.6% | ​ | ​ (101,030) | ​ | (5.1%) |
| ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Operating expenses: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Selling, general and administrative expenses | ​ 1,245,540 | ​ | 21.9% | ​ | ​ 1,193,668 | ​ | 21.6% | ​ | ​ (51,872) | ​ | (4.3%) |
| Debt restructure expense | ​ — | ​ | — | ​ | ​ 9,055 | ​ | 0.2% | ​ | ​ 9,055 | ​ | n/m |
| Depreciation and amortization | ​ 61,369 | ​ | 1.1% | ​ | ​ 49,297 | ​ | 0.9% | ​ | ​ (12,072) | ​ | (24.5%) |
| Long-lived asset impairment | ​ 3,505 | ​ | 0.1% | ​ | ​ 1,398 | ​ | 0.0% | ​ | ​ (2,107) | ​ | (150.7%) |
| Lease termination | ​ 1,122 | ​ | 0.0% | ​ | ​ 2,085 | ​ | 0.0% | ​ | ​ 963 | ​ | 46.2% |
| Loss on sale or disposal of assets | ​ 390 | ​ | 0.0% | ​ | ​ 7 | ​ | 0.0% | ​ | ​ (383) | ​ | n/m |
| Total operating expenses | ​ 1,311,926 | ​ | 23.1% | ​ | ​ 1,255,510 | ​ | 22.7% | ​ | ​ (56,416) | ​ | (4.5%) |
| Income from operations | ​ 558,757 | ​ | 9.8% | ​ | ​ 716,203 | ​ | 12.9% | ​ | ​ (157,446) | ​ | (22.0%) |
| Other expense: | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Floor plan interest expense | ​ (24,483) | ​ | (0.4%) | ​ | ​ (9,886) | ​ | (0.2%) | ​ | ​ (14,597) | ​ | (147.7%) |
| Other interest expense, net | ​ (49,762) | ​ | (0.9%) | ​ | ​ (35,262) | ​ | (0.6%) | ​ | ​ (14,500) | ​ | (41.1%) |
| Loss on debt restructure | ​ — | ​ | — | ​ | ​ (1,390) | ​ | (0.0%) | ​ | ​ 1,390 | ​ | n/m |
| Tax Receivable Agreement liability adjustment | ​ — | ​ | — | ​ | ​ (3,520) | ​ | (0.1%) | ​ | ​ 3,520 | ​ | n/m |
| Other expense, net | ​ (472) | ​ | (0.0%) | ​ | ​ (77) | ​ | (0.0%) | ​ | ​ (395) | ​ | (513.0%) |
| Total other expense | ​ (74,717) | ​ | (1.3%) | ​ | ​ (50,135) | ​ | (0.9%) | ​ | ​ (24,582) | ​ | (49.0%) |
| Income before income taxes | ​ 484,040 | ​ | 8.5% | ​ | ​ 666,068 | ​ | 12.0% | ​ | ​ (182,028) | ​ | (27.3%) |
| Income tax expense | ​ (75,808) | ​ | (1.3%) | ​ | ​ (83,259) | ​ | (1.5%) | ​ | ​ 7,451 | ​ | 8.9% |
| Net income | ​ 408,232 | ​ | 7.2% | ​ | ​ 582,809 | ​ | 10.5% | ​ | ​ (174,577) | ​ | (30.0%) |
| Less: net income attributable to non-controlling interests | ​ (238,065) | ​ | (4.2%) | ​ | ​ (331,596) | ​ | (6.0%) | ​ | ​ 93,531 | ​ | 28.2% |
| Net income attributable to Camping World Holdings, Inc. | $170,167 | ​ | 3.0% | ​ | $251,213 | ​ | 4.5% | ​ | $(81,046) | ​ | (32.3%) |

n/m – not meaningful

### Supplemental Data

| ​ ​ ​ Unit sales | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2022 ​ ​ | ​ | ​ ​ 2021 ​ ​ | ​ ​ | ​ ​ Increase (decrease) ​ ​ | ​ ​ ​ ​ | ​ ​ | ​ Percent Change ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---: |
| New vehicles | ​ | ​ 60,040 | ​ | ​ 66,362 | ​ | ​ (6,322) | ​ | ​ | ​ | (9.5%) |
| Used vehicles | ​ | ​ 40,991 | ​ | ​ 38,269 | ​ | ​ 2,722 | ​ | ​ | ​ | 7.1% |
| Total | ​ | ​ 101,031 | ​ | ​ 104,631 | ​ | ​ (3,600) | ​ | ​ | ​ | (3.4%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average selling price | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $45,742 | ​ | $41,365 | ​ | $4,377 | ​ | ​ | ​ | 10.6% |
| Used vehicles | ​ | $36,227 | ​ | $33,289 | ​ | $2,938 | ​ | ​ | ​ | 8.8% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store unit sales(1) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | ​ 54,831 | ​ | ​ 63,436 | ​ | ​ (8,605) | ​ | ​ | ​ | (13.6%) |
| Used vehicles | ​ | ​ 37,670 | ​ | ​ 36,870 | ​ | ​ 800 | ​ | ​ | ​ | 2.2% |
| Total | ​ | ​ 92,501 | ​ | ​ 100,306 | ​ | ​ (7,805) | ​ | ​ | ​ | (7.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store revenue(1) ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $2,524,359 | ​ | $2,628,952 | ​ | $(104,593) | ​ | ​ | ​ | (4.0%) |
| Used vehicles | ​ | ​ 1,379,819 | ​ | ​ 1,233,022 | ​ | ​ 146,797 | ​ | ​ | ​ | 11.9% |
| Products, service and other | ​ | ​ 553,833 | ​ | ​ 650,283 | ​ | ​ (96,450) | ​ | ​ | ​ | (14.8%) |
| Finance and insurance, net | ​ | ​ 473,898 | ​ | ​ 465,100 | ​ | ​ 8,798 | ​ | ​ | ​ | 1.9% |
| Total | ​ | $4,931,909 | ​ | $4,977,357 | ​ | $(45,448) | ​ | ​ | ​ | (0.9%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average gross profit per unit | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $9,571 | ​ | $11,013 | ​ | $(1,442) | ​ | ​ | ​ | (13.1%) |
| Used vehicles | ​ | ​ 9,004 | ​ | ​ 8,860 | ​ | ​ 144 | ​ | ​ | ​ | 1.6% |
| Finance and insurance, net per vehicle unit | ​ | ​ 5,087 | ​ | ​ 4,623 | ​ | ​ 464 | ​ | ​ | ​ | 10.0% |
| Total vehicle front-end yield(2) | ​ | ​ 14,428 | ​ | ​ 14,849 | ​ | ​ (421) | ​ | ​ | ​ | (2.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Gross margin | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 62.3% | ​ | ​ 60.4% | ​ | ​ 189 | bps | ​ | ​ | ​ |
| New vehicles | ​ | ​ 20.9% | ​ | ​ 26.6% | ​ | ​ (570) | bps | ​ | ​ | ​ |
| Used vehicles | ​ | ​ 24.9% | ​ | ​ 26.6% | ​ | ​ (176) | bps | ​ | ​ | ​ |
| Products, service and other | ​ | ​ 38.6% | ​ | ​ 35.5% | ​ | ​ 313 | bps | ​ | ​ | ​ |
| Finance and insurance, net | ​ | ​ 100.0% | ​ | ​ 100.0% | ​ | ​ unch. | bps | ​ | ​ | ​ |
| Good Sam Club | ​ | ​ 82.1% | ​ | ​ 84.6% | ​ | ​ (255) | bps | ​ | ​ | ​ |
| Subtotal RV and Outdoor Retail | ​ | ​ 32.1% | ​ | ​ 35.0% | ​ | ​ (287) | bps | ​ | ​ | ​ |
| Total gross margin | ​ | ​ 32.9% | ​ | ​ 35.6% | ​ | ​ (272) | bps | ​ | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Inventories ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $1,180,364 | ​ | $723,593 | ​ | $456,771 | ​ | ​ | ​ | 63.1% |
| Used vehicles | ​ | ​ 425,824 | ​ | ​ 391,466 | ​ | ​ 34,358 | ​ | ​ | ​ | 8.8% |
| Products, parts, accessories and misc. | ​ | ​ 293,588 | ​ | ​ 246,900 | ​ | ​ 46,688 | ​ | ​ | ​ | 18.9% |
| Total RV and Outdoor Retail inventories | ​ | $1,899,776 | ​ | $1,361,959 | ​ | $537,817 | ​ | ​ | ​ | 39.5% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory per location ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory per dealer location | ​ | $6,415 | ​ | $4,111 | ​ | $2,304 | ​ | ​ | ​ | 56.0% |
| Used vehicle inventory per dealer location | ​ | ​ 2,314 | ​ | ​ 2,224 | ​ | ​ 90 | ​ | ​ | ​ | 4.0% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory turnover(3) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory turnover | ​ | ​ 2.0 | ​ | ​ 3.6 | ​ | ​ (1.5) | ​ | ​ | ​ | (42.9%) |
| Used vehicle inventory turnover | ​ | ​ 3.5 | ​ | ​ 4.4 | ​ | ​ (0.8) | ​ | ​ | ​ | (18.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Retail locations | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| RV dealerships | ​ | ​ 184 | ​ | ​ 176 | ​ | ​ 8 | ​ | ​ | ​ | 4.5% |
| RV service & retail centers | ​ | ​ 8 | ​ | ​ 10 | ​ | ​ (2) | ​ | ​ | ​ | (20.0%) |
| Subtotal | ​ | ​ 192 | ​ | ​ 186 | ​ | ​ 6 | ​ | ​ | ​ | 3.2% |
| Other retail stores | ​ | ​ 1 | ​ | ​ 1 | ​ | ​ — | ​ | ​ | ​ | 0.0% |
| Total | ​ | ​ 193 | ​ | ​ 187 | ​ | ​ 6 | ​ | ​ | ​ | 3.2% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Other data | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Active Customers(4) | ​ | ​ 5,366,558 | ​ | ​ 5,458,531 | ​ | ​ (91,973) | ​ | ​ | ​ | (1.7%) |
| Good Sam Club members | ​ | ​ 2,038,826 | ​ | ​ 2,185,100 | ​ | ​ (146,274) | ​ | ​ | ​ | (6.7%) |
| Service bays (5) | ​ | ​ 2,639 | ​ | ​ 2,599 | ​ | ​ 40 | ​ | ​ | ​ | 1.5% |
| Finance and insurance gross profit as a % of total vehicle revenue | ​ | ​ 12.1% | ​ | ​ 12.0% | ​ | ​ 11 | bps | ​ | ​ | n/a |
| Same store locations | ​ | ​ 168 | ​ | ​ n/a | ​ | ​ n/a | ​ | ​ | ​ | n/a |

(1) Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

(2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.

(3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

(4) An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

(5) A service bay is a fully-constructed bay dedicated to service, installation, and collision offerings.

#### Revenue and Gross Profit

#### Good Sam Services and Plans

Good Sam Services and Plans revenue increased primarily due to a $6.1 million increase from the roadside assistance programs primarily resulting from increased contracts in force and favorable updates to assumptions for cancellations; a $1.5 million increase in Good Sam TravelAssist revenue primarily resulting from increased contracts in force; a $1.3 million increase from the Good Sam Insurance Agency primarily resulting from increased contracts in force; a $1.3 million increase from the extended vehicle warranty programs; and an $0.8 million increase from the consumer shows due to no shows produced in 2021 and one show produced in 2022; partially offset by an $0.8 million reduction from the RV financing programs.

Good Sam Services and Plans gross profit increased primarily due to a $7.6 million increase from the roadside assistance programs resulting from increased contracts in force, favorable updates to assumptions for cancellations, and reduced marketing costs; a $1.6 million increase from the Good Sam TravelAssist programs; a $1.4 million increase from the Good Sam Insurance Agency; a $1.0 million increase from the extended warranty insurance programs; and a $0.7 million increase from consumer shows; partially offset by a $1.8 million increase in overhead support expenses; an $0.8 million reduction from the RV financing programs; and an $0.8 million reduction from other services and plans. The gross margin increase in Good Sam Services and Plans was primarily due to increases from the roadside assistance programs.

#### RV and Outdoor Retail

New Vehicles

New vehicle revenue increased primarily due to a 10.6% increase in average selling price per vehicle sold partially offset by an 9.5% decrease in vehicles sold. On a same store basis, new vehicle revenue decreased 4.0% to $2.5 billion, and new vehicle units decreased 13.6%.

New vehicle gross profit decreased primarily due to a 19.2% increase in the average cost of new units sold and a 9.5% decrease in vehicles sold, partially offset by a 10.6% increase in the average selling price per new vehicle sold. New vehicle gross margin decreased primarily due to the 19.2% higher average cost of new units sold, partially offset by the 10.6% increase in the average selling price of new vehicles.

Used Vehicles

Used vehicle revenue increased primarily due to a 7.1% increase in vehicles sold and an 8.8% increase in average selling price per vehicle, driven by an increase in demand for used vehicles, as they are a lower-cost alternative to new vehicles. On a same store basis, used vehicle revenue increased 11.9% to $1.4 billion and used vehicle units increased 2.2%.

Used vehicle gross profit increased due to a 7.1% increase in vehicles sold, and an 8.8% increase in the average sales price per vehicle sold. The decrease in used vehicle gross margin was the result of compression from a 11.4% higher average cost per unit sold, partially offset by the 8.8% increase in average selling price per vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to our exit from certain non-RV product categories that were sold in the 2021 period, but not in the 2022 period. On a same store basis, products, service and other revenue decreased 14.8% to $553.8 million for the nine months ended September 30, 2022 from $650.3 million in the nine months ended September 30, 2021.

Products, service and other gross profit decreased primarily due to the absence of revenue resulting from our exit of certain non-RV product categories during the second half of 2021. The increase in products, service and other gross margin was primarily due to the shift in mix to higher margin products and services, such as our RV service revenues, after our exit of certain lower margin, non-RV product categories during the second half of 2021.

Finance and Insurance, net

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue increased primarily due to an increase in the products sold per used vehicle and increased gross profit per contract for both new and used vehicles sold, partially offset by lower volume of vehicles sold. Finance and insurance, net as a percentage of new and used vehicle revenue was 12.1% for the nine months ended September 30, 2022 compared to 12.0% for the nine months ended September 30, 2021. On a same store basis, finance and insurance, net increased 1.9%, or $8.8 million, to $473.9 million.

Good Sam Club

Good Sam Club revenue decreased primarily due to a reduction in marketing fee revenue from Good Sam Club co-branded credit cards driven by lower transaction counts at retail locations resulting mainly from the exit from certain non-RV product categories and reduced revenue related to decreased Club file size.

Good Sam Club gross profit and gross margin decreased primarily due to the revenue reduction items noted above and investment in new programs.

#### Operating Expenses and Other

Selling, general and administrative expenses

Selling, general and administrative expenses increased primarily due to a $19.5 million increase in selling expenses, an $11.5 million increase in insurance costs due to increased inventory levels, a $8.9 million increase in occupancy expenses due to net increase of six store locations over the prior year, a $5.9 million increase in professional fees, a $4.4 million increase in personal property expenses, and $1.8 million of costs associated with the February 2022 Cybersecurity Incident, net of insurance recoveries, partially offset by a $0.1 million decrease in other store and corporate overhead expenses.

Equity-based compensation expenses increased $8.4 million for the nine months ended September 30, 2022 (See Note 16 — Equity-Based Compensation to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q), which included an increase of $3.8 million for expense related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements and/or post-termination consulting arrangements. The remaining increase in equity-based compensation expense was a result of more restricted stock units outstanding and a higher weighted-average grant date fair value of those restricted stock units.

Depreciation and amortization

Depreciation and amortization increased due primarily to $8.8 million of incremental accelerated amortization during the first quarter of 2022 from the adjustment of the useful lives of certain trademark and trade name intangible assets, associated with brands not traditionally associated with RVs, that we are phasing out and increased depreciation from the higher average property and equipment balance that has been driven primarily by our expansion of RV dealership locations. The trademark and trade name intangible assets were fully amortized as of March 31, 2022. These increases were partially offset by $7.4 million of accelerated depreciation on store fixtures in the third quarter of 2021 related to categories exited as part of the 2019 Strategic Shift.

Long-lived asset impairment

Long-lived asset impairment was $3.5 million for the nine months ended September 30, 2022 and $1.4 million for the nine months ended September 30, 2021. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Lease termination

Lease termination expense related primarily to the 2019 Strategic Shift discussed above.

Floor plan interest expense

Floor plan interest expense increased primarily due to a 90.2% increase in average floor plan borrowings driven by higher new vehicle inventory quantities from the normalization of the new travel trailer supply chain and increases in average new unit costs, and a 66 basis point increase in the average floor plan borrowing rate. We expect higher floor plan interest expense to continue to increase during the remainder of 2022 as the floor plan borrowings are expected to be higher in 2022 compared to 2021. Since we do not expect the same new vehicle supply chain constraints that existed in 2021 to be experienced for the remainder of 2022, we expect to continue to have higher average new vehicle inventory levels in 2022. We also expect that interest rates will continue to increase during the remainder of 2022.

Other interest expense, net

Other interest expense increased primarily due to increased average debt outstanding, and to a lesser extent, a 39 basis point increase in the Term Loan Facility average interest rate. The increase in interest rates during the nine months ended September 30, 2022 did not have a proportionate impact on the increase in other interest expense, since the refinance of the Term Loan Facility in June 2021 resulted in a reduction in interest rates from the 25 basis point decrease in the applicable rate (as defined in the Credit Agreement (as defined in Note 6 – Long-Term Debt to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q)) and the Term Loan Facility was subject to the interest rate floor, including the 2.50% applicable rate, of 3.25% for the first four months of 2022 which negated interest rate increases during that period subject to the interest rate floor. The applicable interest rate on the Term Loan Facility has subsequently risen above the interest rate floor and at September 30, 2022 is 5.34%. For the Term Loan Facility, if the 5.34% interest rate was applicable for the entirety of the nine months ended September 30, 2022, other interest expense would have increased an additional $16.2 million. We expect that interest rates will continue to increase during the remainder of 2022.

Loss and expense on debt restructure

Loss and expense on debt restructure of $10.4 million in the nine months ended September 30, 2021 was comprised of $0.4 million in extinguishment of the original issue discount related to the Company’s prior term loan facility, $1.0 million in extinguishment of capitalized finance costs related to the Company’s prior term loan facility, and $9.0 million in legal and other expenses related to the Company’s current term loan facility.

Tax Receivable Agreement Liability adjustment

The Tax Receivable Agreement Liability adjustment of $3.5 million in the nine months ended September 30, 2021 related to a remeasurement during the nine months ended September 30, 2021 to reflect an increase in state tax rates.

Income tax expense

Income tax expense decreased primarily due to a $14.5 million release of valuation allowance and a $4.1 million benefit for the revaluation of deferred tax assets as a result of increased state tax rates that were both recorded for the nine months ended September 30, 2021. For the nine months ended September 30, 2022 there was also lower income generated for which the Company is subject to U.S. federal and state taxes on its allocable share and the benefit from higher losses at CW that are available to offset state combined income in certain unitary states for the nine months ended September 30, 2022. The valuation allowance release during 2021 was attributable to the change in the entities within state combined filing groups due to unitary relationships, which provide additional taxable income sources to utilize CW’s deferred tax assets. CWH’s increased ownership in CWGS, LLC and other qualitative unity factors impacted the unitary relationships.

Segment results

The following tables sets forth a reconciliation of total segment income to consolidated income before income taxes for each of our segments for the periods presented:

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2022 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ September 30, 2021 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ | ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $144,914 | ​ | 2.5% | ​ | $134,499 | ​ | 2.4% | ​ | $10,415 | ​ | 7.7% |
| RV and Outdoor Retail | ​ | ​ 5,566,061 | ​ | 97.9% | ​ | ​ 5,423,581 | ​ | 98.0% | ​ | ​ 142,480 | ​ | 2.6% |
| Elimination of intersegment revenue | ​ | ​ (24,265) | ​ | (0.4%) | ​ | ​ (21,918) | ​ | (0.4%) | ​ | ​ (2,347) | ​ | (10.7%) |
| Total consolidated revenue | ​ | ​ 5,686,710 | ​ | 100.0% | ​ | ​ 5,536,162 | ​ | 100.0% | ​ | ​ 150,548 | ​ | 2.7% |
| Segment income:(1) | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 67,242 | ​ | 1.2% | ​ | ​ 62,415 | ​ | 1.1% | ​ | ​ 4,827 | ​ | 7.7% |
| RV and Outdoor Retail | ​ | ​ 538,082 | ​ | 9.5% | ​ | ​ 709,411 | ​ | 12.8% | ​ | ​ (171,329) | ​ | (24.2%) |
| Total segment income | ​ | ​ 605,324 | ​ | 10.6% | ​ | ​ 771,826 | ​ | 13.9% | ​ | ​ (166,502) | ​ | (21.6%) |
| Corporate & other | ​ | ​ (9,681) | ​ | (0.2%) | ​ | ​ (7,157) | ​ | (0.1%) | ​ | ​ (2,524) | ​ | (35.3%) |
| Depreciation and amortization | ​ | ​ (61,369) | ​ | (1.1%) | ​ | ​ (49,297) | ​ | (0.9%) | ​ | ​ (12,072) | ​ | (24.5%) |
| Tax Receivable Agreement liability adjustment | ​ | ​ — | ​ | — | ​ | ​ (3,520) | ​ | (0.1%) | ​ | ​ 3,520 | ​ | n/m |
| Other interest expense, net | ​ | ​ (49,762) | ​ | (0.9%) | ​ | ​ (35,262) | ​ | (0.6%) | ​ | ​ (14,500) | ​ | (41.1%) |
| Loss and expense on debt restructure | ​ | ​ — | ​ | — | ​ | ​ (10,445) | ​ | (0.2%) | ​ | ​ 10,445 | ​ | n/m |
| Other (expense) income, net | ​ | ​ (472) | ​ | (0.0%) | ​ | ​ (77) | ​ | (0.0%) | ​ | ​ (395) | ​ | (513.0%) |
| Income before income taxes | ​ | $484,040 | ​ | 8.5% | ​ | $666,068 | ​ | 12.0% | ​ | $(182,028) | ​ | (27.3%) |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Same store revenue- RV and Outdoor Retail(2) | ​ | $4,931,909 | ​ | ​ | ​ | $4,977,357 | ​ | ​ | ​ | $(45,448) | ​ | (0.9%) |

n/m – not meaningful

(1) Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

(2) Same store revenue definition not applicable to the Good Sam Services and Plans segment.

Good Sam Services and Plans

Good Sam Services and Plans segment revenue increased primarily due to a $6.1 million increase from the roadside assistance programs primarily resulting from increased contracts in force and favorable updates to assumptions for cancellations; a $1.5 million increase in Good Sam TravelAssist revenue primarily resulting from increased contracts in force, a $1.3 million increase from the Good Sam Insurance Agency primarily resulting from increased contracts in force, a $1.3 million increase from the extended vehicle warranty programs, a $1.0 million increase from the consumer shows due to no shows produced in 2021 and one show produced in 2022, partially offset by a $0.8 million reduction from the RV financing programs.

Good Sam Services and Plans segment income increased primarily due to a $7.6 million increase from the roadside assistance programs resulting from increased contracts in force, favorable updates to assumptions for cancellations, and reduced marketing expenses, a $1.6 million increase from the Good Sam TravelAssist programs; a $1.4 million increase from the Good Sam Insurance Agency; a $1.0 million increase from the extended warranty insurance programs; and a $0.7 million increase from consumer shows; partially offset by a $4.0 million increase in selling, general and administrative expenses consisting mostly of increases in wages and professional fees; a $1.8 million increase in overhead support expenses; an $0.8 million reduction from the RV financing programs; and an $0.9 million reduction from other services and plans. Segment income margin net of intersegment revenue elimination of 46.0% remained unchanged from the prior year and reflected increases from the roadside assistance programs offset by increased selling, general and administrative expenses.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue increased primarily due to a $211.3 million, or 16.5%, increase in used vehicle revenue, a $33.0 million, or 6.7%, increase in finance and insurance, net revenue, and a $0.7 million increase in new vehicle revenue, partially offset by a $101.2 million, or 11.7%, decrease in products, service and other revenue, and a $1.3 million reduction in Good Sam Club revenue.

RV and Outdoor Retail segment income decreased primarily due to decreased segment gross profit of $109.9 million primarily due to increased average cost per vehicle sold and reduced vehicles sold, a $45.4 million increase in selling, general and administrative expenses (see discussion of selling, general and administrative expenses above), a $14.6 million increase in floor plan interest expense, a $2.1 million increase in long-lived asset impairment, and a $0.3 million increase in loss on sale or disposal of assets, partially offset by a $1.0 million decrease in lease termination expense. RV and Outdoor Retail segment margin decreased 342 basis points to 9.7% primarily due to higher vehicle costs and increased selling, general and administrative expenses.

Corporate and other expenses

Corporate and other expenses increased primarily due to costs relating to the Cybersecurity Incident, which are net of insurance recoveries, and increased other professional fees.

Tax Receivable Agreement Liability adjustment

The Tax Receivable Agreement Liability adjustment for 2021 was an expense of $3.5 million, which represented an adjustment for higher state income tax rates.

### Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, liquidity and capital resources, to evaluate the effectiveness of strategic initiatives and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. They should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.

#### EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We define “EBITDA” as net income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, and other unusual or one-time items. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures:

*($ in thousands)*

| ​ ​ EBITDA and Adjusted EBITDA: | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2022 ​ ​ | ​ ​ | ​ ​ 2021 ​ ​ | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2022 ​ ​ | ​ ​ | ​ ​ 2021 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income | ​ | $102,948 | ​ | $189,308 | ​ | $408,232 | ​ | $582,809 |
| Other interest expense, net | ​ | ​ 20,526 | ​ | ​ 11,250 | ​ | ​ 49,762 | ​ | ​ 35,262 |
| Depreciation and amortization | ​ | ​ 18,207 | ​ | ​ 23,552 | ​ | ​ 61,369 | ​ | ​ 49,297 |
| Income tax expense | ​ | ​ 22,397 | ​ | ​ 38,869 | ​ | ​ 75,808 | ​ | ​ 83,259 |
| Subtotal EBITDA | ​ | ​ 164,078 | ​ | ​ 262,979 | ​ | ​ 595,171 | ​ | ​ 750,627 |
| Long-lived asset impairment (a) | ​ | ​ 887 | ​ | ​ 316 | ​ | ​ 3,505 | ​ | ​ 1,398 |
| Lease termination (b) | ​ | ​ — | ​ | ​ 329 | ​ | ​ 1,122 | ​ | ​ 2,085 |
| (Gain) loss on sale or disposal of assets, net (c) | ​ | ​ (40) | ​ | ​ 96 | ​ | ​ 390 | ​ | ​ 7 |
| Equity-based compensation (d) | ​ | ​ 6,792 | ​ | ​ 6,913 | ​ | ​ 27,434 | ​ | ​ 19,069 |
| Tax Receivable Agreement liability adjustment (e) | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 3,520 |
| Restructuring costs (f) | ​ | ​ 1,671 | ​ | ​ 17,362 | ​ | ​ 5,548 | ​ | ​ 23,439 |
| Loss and expense on debt restructure (g) | ​ | ​ — | ​ | ​ 24 | ​ | ​ — | ​ | ​ 10,445 |
| Adjusted EBITDA | ​ | $173,388 | ​ | $288,019 | ​ | $633,170 | ​ | $810,590 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

| ​ ​ (as percentage of total revenue) Adjusted EBITDA margin: | ​ ​ ​ | ​ Three Months Ended September 30, 2022 ​ | ​ ​ | ​ ​ | ​ 2021 ​ | ​ ​ | ​ ​ ​ | ​ Nine Months Ended September 30, 2022 ​ | ​ ​ | ​ ​ | ​ 2021 ​ | ​ ​ |
| --- | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: |
| Net income margin | ​ | ​ | 5.5% | ​ | ​ | 9.9% | ​ | ​ | 7.2% | ​ | ​ | 10.5% |
| Other interest expense, net | ​ | ​ | 1.1% | ​ | ​ | 0.6% | ​ | ​ | 0.9% | ​ | ​ | 0.6% |
| Depreciation and amortization | ​ | ​ | 1.0% | ​ | ​ | 1.2% | ​ | ​ | 1.1% | ​ | ​ | 0.9% |
| Income tax expense | ​ | ​ | 1.2% | ​ | ​ | 2.0% | ​ | ​ | 1.3% | ​ | ​ | 1.5% |
| Subtotal EBITDA margin | ​ | ​ | 8.8% | ​ | ​ | 13.7% | ​ | ​ | 10.5% | ​ | ​ | 13.6% |
| Long-lived asset impairment (a) | ​ | ​ | 0.0% | ​ | ​ | 0.0% | ​ | ​ | 0.1% | ​ | ​ | 0.0% |
| Lease termination (b) | ​ | ​ | — | ​ | ​ | 0.0% | ​ | ​ | 0.0% | ​ | ​ | 0.0% |
| (Gain) loss on sale or disposal of assets, net (c) | ​ | ​ | (0.0%) | ​ | ​ | 0.0% | ​ | ​ | 0.0% | ​ | ​ | 0.0% |
| Equity-based compensation (d) | ​ | ​ | 0.4% | ​ | ​ | 0.4% | ​ | ​ | 0.5% | ​ | ​ | 0.3% |
| Tax Receivable Agreement liability adjustment (e) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.1% |
| Restructuring costs (f) | ​ | ​ | 0.1% | ​ | ​ | 0.9% | ​ | ​ | 0.1% | ​ | ​ | 0.4% |
| Loss and expense on debt restructure (g) | ​ | ​ | — | ​ | ​ | 0.0% | ​ | ​ | — | ​ | ​ | 0.2% |
| Adjusted EBITDA margin | ​ | ​ | 9.3% | ​ | ​ | 15.0% | ​ | ​ | 11.1% | ​ | ​ | 14.6% |

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which relate to locations affected by the 2019 Strategic Shift. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(b) Represents the loss on the termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 4– Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(c) Represents an adjustment to eliminate the losses and gains on disposals and sales of various assets.

(d) Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.

(e) Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate. See Note 12 — Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

(f) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(g) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million of extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility.

#### Adjusted Net Income Attributable to Camping World Holdings, Inc. and Adjusted Earnings Per Share

We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic” as net income attributable to Camping World Holdings, Inc. adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, the income tax expense effect of these adjustments, and the effect of net income attributable to non-controlling interests from these adjustments.

We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.

We define “Adjusted Earnings Per Share – Basic” as Adjusted Net Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted Earnings Per Share – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure:

*(In thousands except per share amounts)*

| ​ ​ Numerator: | ​ ​ Three Months Ended September 30, 2022 ​ ​ | ​ ​ | ​ ​ 2021 ​ ​ | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2022 ​ ​ | ​ ​ | ​ ​ 2021 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Net income attributable to Camping World Holdings, Inc. | $41,126 | ​ | $79,703 | ​ | $170,167 | ​ | $251,213 |
| Adjustments related to basic calculation: | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Loss and expense on debt restructure (a): | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ — | ​ | ​ 24 | ​ | ​ — | ​ | ​ 10,445 |
| Income tax expense for above adjustment (b) | ​ — | ​ | ​ (3) | ​ | ​ — | ​ | ​ (1,376) |
| Long-lived asset impairment (c): | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ 887 | ​ | ​ 316 | ​ | ​ 3,505 | ​ | ​ 1,398 |
| Income tax expense for above adjustment (b) | ​ — | ​ | ​ — | ​ | ​ (99) | ​ | ​ — |
| Lease termination (d): | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ — | ​ | ​ 329 | ​ | ​ 1,122 | ​ | ​ 2,085 |
| Income tax expense for above adjustment (b) | ​ — | ​ | ​ 1 | ​ | ​ — | ​ | ​ (38) |
| (Gain) loss on sale or disposal of assets (e): | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ (40) | ​ | ​ 96 | ​ | ​ 390 | ​ | ​ 7 |
| Income tax expense for above adjustment (b) | ​ (12) | ​ | ​ 3 | ​ | ​ (15) | ​ | ​ 5 |
| Equity-based compensation (f): | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ 6,792 | ​ | ​ 6,913 | ​ | ​ 27,434 | ​ | ​ 19,069 |
| Income tax expense for above adjustment (b) | ​ (792) | ​ | ​ (820) | ​ | ​ (3,080) | ​ | ​ (2,181) |
| Tax Receivable Agreement liability adjustment (g): | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 3,520 |
| Income tax expense for above adjustment (b) | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (898) |
| Restructuring costs (h) | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ 1,671 | ​ | ​ 17,362 | ​ | ​ 5,548 | ​ | ​ 23,439 |
| Income tax expense for above adjustment (b) | ​ — | ​ | ​ 23 | ​ | ​ — | ​ | ​ (42) |
| Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (i) | ​ (4,642) | ​ | ​ (12,091) | ​ | ​ (18,866) | ​ | ​ (27,580) |
| Adjusted net income attributable to Camping World Holdings, Inc. – basic | ​ 44,990 | ​ | ​ 91,856 | ​ | ​ 186,106 | ​ | ​ 279,066 |
| Adjustments related to diluted calculation: | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j) | ​ 409 | ​ | ​ 1,892 | ​ | ​ 1,519 | ​ | ​ — |
| Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k) | ​ (104) | ​ | ​ (489) | ​ | ​ (404) | ​ | ​ — |
| Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (j) | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 359,176 |
| Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k) | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (89,668) |
| Assumed income tax expense of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (l) | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (11,227) |
| Adjusted net income attributable to Camping World Holdings, Inc. – diluted | $45,295 | ​ | $93,259 | ​ | $187,221 | ​ | $537,347 |
| **Denominator:** | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Weighted-average Class A common shares outstanding – basic | ​ 41,985 | ​ | ​ 45,628 | ​ | ​ 42,419 | ​ | ​ 45,072 |
| Adjustments related to diluted calculation: | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (m) | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 43,731 |
| Dilutive options to purchase Class A common stock (m) | ​ 53 | ​ | ​ 138 | ​ | ​ 62 | ​ | ​ 157 |
| Dilutive restricted stock units (m) | ​ 467 | ​ | ​ 1,256 | ​ | ​ 466 | ​ | ​ 1,204 |
| Adjusted weighted average Class A common shares outstanding – diluted | ​ 42,505 | ​ | ​ 47,022 | ​ | ​ 42,947 | ​ | ​ 90,164 |
| ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjusted earnings per share - basic | $1.07 | ​ | $2.01 | ​ | $4.39 | ​ | $6.19 |
| Adjusted earnings per share - diluted | $1.07 | ​ | $1.98 | ​ | $4.36 | ​ | $5.96 |
| ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

55

*(In thousands except per share amounts)*

| ​ ​ Anti-dilutive amounts (n): Numerator: | ​ ​ Three Months Ended September 30, 2022 ​ ​ ​ ​ | ​ ​ ​ | ​ ​ 2021 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2022 ​ ​ ​ ​ | ​ ​ ​ | ​ ​ 2021 ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (j) | $66,055 | ​ | $119,804 | ​ | $255,412 | ​ | $— |
| Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k) | $(16,804) | ​ | $(30,965) | ​ | $(66,789) | ​ | $— |
| Assumed income tax benefit of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (l) | $627 | ​ | $1,466 | ​ | $6,464 | ​ | $— |
| **Denominator:** | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (m) | ​ 42,045 | ​ | ​ 42,635 | ​ | ​ 42,045 | ​ | ​ — |
| ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Reconciliation of per share amounts:** | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Earnings per share of Class A common stock — basic | $0.98 | ​ | $1.75 | ​ | $4.01 | ​ | $5.57 |
| Non-GAAP Adjustments (o) | ​ 0.09 | ​ | ​ 0.26 | ​ | ​ 0.38 | ​ | ​ 0.62 |
| Adjusted earnings per share - basic | $1.07 | ​ | $2.01 | ​ | $4.39 | ​ | $6.19 |
| ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Earnings per share of Class A common stock — diluted | $0.97 | ​ | $1.72 | ​ | $3.99 | ​ | $5.49 |
| Non-GAAP Adjustments (o) | ​ 0.10 | ​ | ​ 0.26 | ​ | ​ 0.37 | ​ | ​ 0.62 |
| Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (p) | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (0.14) |
| Dilutive options to purchase Class A common stock and/or restricted stock units (p) | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (0.01) |
| Adjusted earnings per share - diluted | $1.07 | ​ | $1.98 | ​ | $4.36 | ​ | $5.96 |

(a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility.

(b) Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses an effective tax rate of 25.4% and 25.5% for the adjustments for the 2022 and 2021 periods, respectively, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which relate to locations affected by the 2019 Strategic Shift. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(d) Represents the loss on termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(e) Represents an adjustment to eliminate the gains and losses on disposals and sales of various assets.

(f) Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.

(g) Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate. See Note 12 — Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

(h) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 4 – Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(i) Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 50.0% and 48.3% for the three months ended September 30, 2022 and 2021, respectively, and 49.8% and 49.2% for the nine months ended September 30, 2022 and 2021, respectively.

(j) Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(k) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests. This assumption uses an effective tax rate of 25.4% and 25.5% for the adjustments for the 2022 and 2021 periods, respectively.

(l) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. However, for the three and nine months ended September 30, 2021, this adjustment included the reversal of the $0.3 million expense and $14.5 million benefit, respectively, from changes in the valuation allowance for Camping World, Inc. Subsequent to the redemption of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.4% and 25.5% during the 2022 and 2021 periods, respectively, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts and the $0.3 million and $14.5 million release of valuation allowance during the three and nine months ended September 30, 2021, respectively, was considered to be reversed and excluded from adjusted net income attributable to Camping World Holdings, Inc. – diluted for purposes of this calculation.

(m) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

(n) The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.

(o) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (h) above).

(p) Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP earnings per share calculations.

As discussed under “Our Corporate Structure Impact on Income Taxes” in Part I, Item 2 of this Form 10-Q , our “Up-C” corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure. There can be a significant fluctuation in the numerator and denominator for the calculation of our adjusted earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period. To improve comparability of our financial results, users of our financial statements may find it useful to review our earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (n) above).

### Liquidity and Capital Resources

### General

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new retail locations, the improvement and expansion of existing retail locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs. These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined in Part I, Item 1 of this Form 10-Q), borrowings under our Floor Plan Facility (as defined in Part I, Item 1 of this Form 10-Q), borrowings under our Real Estate Facilities (as defined in Part I, Item 1 of this Form 10-Q), and borrowings under our 2022 Real Estate Facility (as defined in Part I, Item 1 of this Form 10-Q).

As a public company, our additional liquidity needs include public company costs, payment of regular and special cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced as a result of the Tax Receivable Agreement. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners, Former Profits Unit Holders and Crestview Partners II GP, L.P. will be significant. Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see Note 12 — Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

#### Stock Repurchase Program

In January 2022, our board of directors authorized an increase to the existing stock repurchase program for the repurchase of up to an additional $152.7 million of our Class A common stock and an extension of the stock repurchase program to expire on December 31, 2025. During the three months ended September 30,

2022, we did not repurchase Class A common stock under our stock repurchase program. During the nine months ended September 30, 2022, we repurchased 2,592,524 shares of our Class A common stock for $79.8 million, including broker commissions. As of September 30, 2022, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock.

As described in Note 12 — Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q, the Inflation Reduction Act of 2022 imposes a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested RSUs and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs.

#### Dividends

On February 18, 2022, our board of directors approved the increase of the portion of the quarterly cash dividend relating to all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of our Annual Report) to $0.475 per share of Class A common stock from $0.35 per share, which increased the total quarterly cash dividend to $0.625 per share of Class A common stock from $0.50 per share beginning in March 2022. For the three and nine months ended September 30, 2022, we paid a regular quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder funded with all or a portion of the Excess Tax Distribution.

Our dividend policy has certain risks and limitations particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all. See “Dividend Policy” included in Part II, Item 5 of our Annual Report and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions” included in Part I, Item 1A of our Annual Report.

#### Acquisitions and Capital Expenditures

During the nine months ended September 30, 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of five locations for an aggregate purchase price of approximately $79.8 million (see Note 11 – Acquisitions to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q) and purchased real property of $41.7 million.

We announced a number of initiatives heading into 2022, including an online RV sales process, service bay expansion, the addition of design centers to our existing store footprint, and continued expansion through dealership acquisitions. We have also announced a number of land acquisitions in anticipation of constructing new stores.

For the three months ended December 31, 2022, our expansion of dealerships through acquisition and construction is expected to cost between $160.0 million and $190.0 million through a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements. This amount includes the acquisition completed in October 2022 (see Note 11 – Acquisitions to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria; continued strong cash flow generation from our operations to fund these acquisitions and new locations; and availability of financing on our Floor Plan Facility. We expect the additional cash requirements of the other announced initiatives to be immaterial. In 2023, we expect to invest between $70.0 million and $100 million on additional business acquisitions and capital expenditures relating to real estate and improvements, but we expect to increase or decrease this range as market conditions and expansion opportunities evolve throughout the year.

#### 2019 Strategic Shift

In connection with the 2019 Strategic Shift during the nine months ended September 30, 2022, we have paid or otherwise settled $2.0 million of lease termination costs and $5.6 million of other associated costs. We expect that approximately $0.2 million to $2.6 million of other associated costs and $4.6 million to $18.6 million of lease termination costs will result in future cash expenditures. For a discussion of the 2019 Strategic Shift, see Note 4 — Restructuring and Long-Lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

#### Other Cash Requirements or Commitments

Substantially all of our new RV inventory and, at times, certain of our used RV inventory is financed under our Floor Plan Facility (defined in Note 3 – Inventories and Floor Plan Payables to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). As of September 30, 2022, no used RV inventory was financed by our Floor Plan Facility. See “Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements” for a summary of the cash requirements related to our indebtedness.

Cash requirements relating to the Tax Receivable Agreement liability, operating and finance lease obligations, and service and marketing sponsorship agreements have not materially changed since our Annual Report.

#### Sources of Liquidity and Capital

We believe that our sources of liquidity and capital including cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part I, Item 2 of this Form 10-Q), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional retail locations, regular and special quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months. However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our Revolving Credit Facility, our Floor Plan Facility, our Real Estate Facilities, and our 2022 Real Estate Facility, including the potential additional borrowings noted above, will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future and if availability under our Revolving Credit Facility, our Floor Plan Facility, our Real Estate Facilities, and our 2022 Real Estate Facility is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may impose significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all, including the expected additional borrowings noted above and particularly in light of the current macroeconomic uncertainty. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” included in Part I, Item 1A of our Annual Report.

As of September 30, 2022 and December 31, 2021, we had working capital of $675.5 million and $685.6 million, respectively, including $148.2 million and $267.3 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $101.9 million and $95.5 million as of September 30, 2022 and December 31, 2021, respectively. Deferred revenue primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, and deferred revenue for the annual guide. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. Our Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows us to transfer cash as an offset to the payables under the Floor Plan Facility. The FLAIR offset account at September 30, 2022 was $218.6 million, all of which could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.

### Seasonality

We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business (see Note 1 — Summary of Significant Accounting Policies — Seasonality to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q).

### Cash Flow

The following table shows summary cash flow information for the nine months ended September 30, 2022 and 2021:

*(In thousands)*

| ​ ​ ​ | ​ ​ ​ ​ Nine Months Ended September 30, 2022 | ​ ​ | ​ ​ ​ ​ 2021 |
| --- | --- | --- | --- |
| Net cash provided by operating activities | $523,919 | **​** | $571,876 |
| Net cash used in investing activities | ​ (239,305) | **​** | ​ (256,315) |
| Net cash used in financing activities | ​ (403,711) | **​** | ​ (348,838) |
| Net decrease in cash and cash equivalents | $(119,097) | **​** | $(33,277) |
| ​ | ​ ​ | ​ | ​ ​ |

*Operating activities.* Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail products and services and Good Sam services and plans. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned. Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various services and program costs.

Net cash provided by operating activities was $523.9 million in the nine months ended September 30, 2022, a decrease of $48.0 million from $571.9 million of net cash provided by operating activities in the nine months ended September 30, 2021. The decrease was primarily due to a $174.6 million reduction in net income, a $52.5 million decrease in the working capital adjustment for accounts payable and other accrued expenses, a $13.0 million decrease in the working capital adjustment for deferred revenue and a $2.5 million reduction in other operating activities, partially offset by a $120.9 million decrease in the working capital adjustment for inventory, a $41.9 million decrease in the working capital adjustment for accounts receivable and contracts in transit, a $19.7 million increase in deferred income taxes, and a $12.1 million increase in depreciation and amortization.

*Investing activities.* Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of retail locations. Substantially all of our new retail locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part I, Item 2 of this Form 10-Q).

The table below summarizes our capital expenditures for the nine months ended September 30, 2022 and 2021:

*(In thousands)*

| ​ ​ ​ | ​ ​ ​ Nine Months Ended September 30, 2022 | ​ | ​ ​ 2021 |
| --- | --- | --- | --- |
| IT hardware and software | $9,454 | **​** | $5,383 |
| Greenfield and acquired retail locations | ​ 49,079 | ​ | ​ 37,489 |
| Existing retail locations | ​ 55,445 | ​ | ​ 45,419 |
| Corporate and other | ​ 4,467 | ​ | ​ 269 |
| Total capital expenditures | $118,445 | ​ | $88,560 |

Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing retail locations, information technology, hardware, and software. The expected minimum capital expenditures relating to new dealerships and real estate purchases through December 31, 2023 are discussed above. As of September 30, 2022, we had entered into contracts for construction of new dealership buildings for an aggregate future commitment of capital expenditures of $60.9 million. There were no other material commitments for capital expenditures as of September 30, 2022.

Net cash used in investing activities was $239.3 million for the nine months ended September 30, 2022. The $239.3 million of cash used in investing activities was comprised of $118.4 million of capital expenditures primarily related to retail locations, $83.2 million for the purchase of RV and outdoor retail businesses and a publication business, $41.7 million for the purchase of real property, $3.0 million for purchase of other investments, and $0.9 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $6.8 million and proceeds of $1.1 million from the sale of property and equipment. See Note 11 – Acquisitions to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Net cash used in investing activities was $256.3 million for the nine months ended September 30, 2021. The $256.3 million of cash used in investing activities was comprised of $99.7 million for the purchase of RV and outdoor retail businesses, $88.6 million of capital expenditures primarily related to retail locations, $61.1 million for the purchase of real property, $8.0 million of investment in businesses, and $2.6 million for the purchase of intangible assets, partially offset by proceeds of $2.3 million from the sale of property and equipment and $1.4 million from the sale of real property.

*Financing activities.* Our financing activities primarily consist of proceeds from the issuance of debt and the repayment of principal and debt issuance costs.

Our net cash used in financing activities was $403.7 million for the nine months ended September 30, 2022. The $403.7 million of cash used in financing activities was primarily due to $156.6 million of member distributions, $99.8 million of net payments on borrowings under the Floor Plan Facility, $79.8 million for the repurchase of Class A common stock, $78.9 million of dividends paid on Class A common stock, $11.9 million of payments on long-term debt, $4.5 million for finance lease payments, $6.5 million of withholding taxes paid upon the vesting of restricted stock units (“RSUs”), and $0.1 million for sale-leaseback arrangement payments, partially offset by $28.0 million of net proceeds from a sale-leaseback arrangement, $6.0 million of proceeds from landlord funded construction on finance leases, and $0.3 million of proceeds from exercise of stock options.

Our net cash used in financing activities was $348.8 million for the nine months ended September 30, 2021. The $348.8 million of cash used in financing activities was primarily due to $179.7 million of member distributions, $174.1 million of payments on long-term debt, $86.8 million for the repurchase of Class A common stock, $44.8 million of dividends paid on Class A common stock, $7.2 million of withholding taxes paid upon the vesting of RSUs, $2.2 million for finance lease payments, and $1.8 million of debt issuance costs, partially offset by $124.9 million of proceeds from long-term debt, $19.2 million of net proceeds from borrowings under the Floor Plan Facility, and $3.8 million of proceeds from exercise of stock options.

### Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements

The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities and other long-term debt and finance lease arrangements (see definitions and further details in Note 3 – Inventories and Floor Plan Payables, Note 6 – Long-Term Debt, and Note 7 – Leases to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q) at September 30, 2022:

*(In thousands)*

| ​ ​ Floor Plan Facility: | ​ ​ ​ | ​ ​ ​ Outstanding ​ ​ | ​ ​ ​ | ​ ​ Current Portion ​ ​ | ​ ​ ​ | ​ ​ Remaining Available ​ ​ | ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Notes payable - floor plan | ​ | $899,568 | ​ | $899,568 | ​ | $504,175 | (1)​ |
| Revolving line of credit | ​ | ​ 20,885 | ​ | ​ — | ​ | ​ 49,115 | (2)​ |
| Senior Secured Credit Facility: | ​ | **​** ​ | ​ | ​ ​ | ​ | **​** ​ | ​ |
| Term Loan Facility | ​ | **​** 1,359,230 | ​ | ​ 14,015 | ​ | **​** — | ​ |
| Revolving Credit Facility | ​ | **​** — | ​ | ​ — | ​ | **​** 60,070 | (3)​ |
| Other: | ​ | **​** ​ | ​ | ​ ​ | ​ | **​** ​ | ​ |
| Real Estate Facilities | ​ | **​** 21,666 | ​ | ​ 1,689 | ​ | **​** — | ​ |
| Other long-term debt | ​ | **​** 3,311 | ​ | ​ 123 | ​ | **​** — | ​ |
| Finance lease obligations | ​ | **​** 105,893 | ​ | ​ 10,397 | ​ | **​** — | ​ |
| ​ | ​ | $2,410,553 | ​ | $925,792 | ​ | $613,360 | ​ |

(1) The unencumbered borrowing capacity for the Floor Plan Facility represents the additional borrowing capacity less any accounts payable for sold inventory and less any purchase commitments. Additional borrowings are subject to the vehicle collateral requirements under the Floor Plan Facility.

(2) The revolving line of credit borrowings are limited by a borrowing base calculation.

(3) The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit. The Credit Agreement requires compliance with a Total Net Leverage Ratio covenant when borrowings on the Revolving Credit Facility (excluding certain amounts relating to letters of credit) is over a 35%, or $22.8 million, threshold (Note 6 – Long-Term Debt to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q).

In October 2022, we entered into a 2022 Real Estate Facility with a maximum principal capacity of $250.0 million (see definitions and further details in Note 6 – Long-Term Debt to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). No amounts were borrowed as of the closing of the 2022 Real Estate Facility and we expect to borrow between $100.0 million and $150.0 under the 2022 Real Estate Facility during the fourth quarter of 2022.

### Sale/Leaseback Arrangements

We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which vary from period to period.

On February 8, 2022, FRHP Lincolnshire, LLC sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company will lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease terms. The financial liability is included in other long-term liabilities in the condensed consolidated balance sheet as of September 30, 2022.

### Deferred Revenue

Deferred revenue consists of our sales for products not yet recognized as revenue at the end of a given period. Our deferred revenue as of September 30, 2022 was $175.2 million.

### Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP, and in doing so, we have to make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances. Different assumptions and judgments would change estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change our results from those reported. We evaluate our critical accounting estimates, assumptions and judgments on an ongoing basis.

There has been no material change in our critical accounting policies and estimates from those previously reported and disclosed in our Annual Report.

### Recent Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies to our condensed consolidated financial statements in Item 1, Part I of this Form 10-Q.

## Market risk

As filed, 2,353 characters.

We are exposed to market risk from changes in interest rates. This market risk arises in the normal course of business, as we do not engage in speculative trading activities. The following analysis provides quantitative information regarding this risk.

#### Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our Senior Secured Credit Facilities, our Floor Plan Facility, our Real Estate Facilities, and our 2022 Real Estate Facility, which carry variable interest rates. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Because our Senior Secured Credit Facilities, Floor Plan Facility, Real Estate Facilities, and 2022 Real Estate Facility bear interest at variable rates, we are exposed to market risks relating to changes in interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control.

Based on September 30, 2022 debt levels (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part I, Item 2 of this Form 10-Q), an increase or decrease of 100 basis points in the effective interest rate would cause an increase or decrease in interest expense:

- under our Term Loan Facility of $14.1 million over the next 12 months;
- under our Floor Plan Facility of approximately $9.2 million over the next 12 months;
- under our Floor Plan Facility revolving line of credit of approximately $0.2 million over the next 12 months;
- under our Real Estate Facilities of approximately $0.2 million over the next 12 months;
- under our Other Long-Term Debt would be immaterial; and
- under our 2022 Real Estate Facilities would not be applicable, since there was no outstanding balance at September 30, 2022.

See “Results of Operations” in Part I, Item 2 of this Form 10-Q for a discussion of interest expense for the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, respectively.

We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

## Controls and procedures

As filed, 2,222 characters.

#### Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

#### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2022.

#### Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2022, we completed the implementation of a corporate performance management (“CPM”) system for performing the consolidation of the financial data from our disparate enterprise resource planning (“ERP”) systems. The new CPM system is intended to enhance operating efficiencies by automating certain manual procedures and providing more effective financial reporting to our management. As a result of this CPM implementation, certain internal controls over financial reporting have been automated, modified or implemented.

There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 2,270 characters.

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on February 24, 2022, other than with respect to the risk factors described below.

***Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.***

We are subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

- changes in the valuation of our deferred tax assets and liabilities;
- expected timing and amount of increases in or release of any tax valuation allowances;
- tax effects of equity-based compensation;
- costs related to intercompany restructurings; or
- changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

CWH is able to benefit from certain state combined filing groups due to unitary relationships, which provide additional taxable income sources to utilize CW’s deferred tax assets. CWH’s annual weighted-average ownership in CWGS, LLC of over 50% and other qualitative unity factors impact the unitary relationships. If changes in unitary factors, such as treasury stock repurchases that reduce CWH’s ownership in CWGS, LLC, result in the inability for combined filing for certain states, then additional income tax expense would be recognized for recording an additional valuation allowance against CW’s deferred tax assets. Additionally, this change in filing status would likely decrease CWH’s state tax rates applied against its current taxable income, which would also result in additional tax expense due to the revaluation of its deferred tax assets and other income from the adjustment to the Tax Receivable Agreement liability.

Filed Nov 2, 2022.
Source: SEC EDGAR, the filing index for accession 0001558370-22-015969. Last ingested by Listed: Nov 2, 2026, 16:52 ET. No prices; not investment advice.