# Camping World Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2024

- Company: [Camping World Holdings, Inc.](/companies/cwh.md) (CIK 1669779)
- Form: 10-Q
- Filed: 2024-08-01
- Accepted by EDGAR: Aug 1, 2024, 16:05 ET
- Period: 2024-06-30
- Accession: 0001558370-24-010595
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1669779/000155837024010595/cwh-20240630x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1669779/000155837024010595/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-04-01 to 2024-06-30 | $1.81bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2024-01-01 to 2024-06-30 | $3.17bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-04-01 to 2024-06-30 | $1.26bn | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2024-01-01 to 2024-06-30 | $2.22bn | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2024-04-01 to 2024-06-30 | $419.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2024-01-01 to 2024-06-30 | $791.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-04-01 to 2024-06-30 | $95.4m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2024-01-01 to 2024-06-30 | $99.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2024-04-01 to 2024-06-30 | $7.9m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2024-01-01 to 2024-06-30 | −$1.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-04-01 to 2024-06-30 | $9.8m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-01-01 to 2024-06-30 | −$12.5m | us-gaap:NetIncomeLoss |
| Operating cash flow | 6 months, 2024-01-01 to 2024-06-30 | $84.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2024-01-01 to 2024-06-30 | $11.3m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2024-06-30 | $23.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-06-30 | $2.41bn | us-gaap:AssetsCurrent |
| Total assets | at 2024-06-30 | $4.96bn | us-gaap:Assets |
| Current liabilities | at 2024-06-30 | $2.03bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-06-30 | $4.80bn | us-gaap:Liabilities |
| Long-term debt | at 2024-06-30 | $1.51bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-06-30 | $24.1m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2024-06-30 | $105.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 111,226 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, 2023, filed with the SEC on February 26, 2024 (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 June 30, 2024, our most recently completed fiscal quarter.*

### Overview

Camping World Holdings, Inc. (together with its subsidiaries) is the world’s largest retailer of 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 stockholders 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 services and plans uniquely enables us to connect with our customers as stewards of the RV lifestyle. On June 30, 2024, we operated a total of 215 locations, with all of them 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.

A summary of the changes in quantities and types of retail stores and changes in same stores from June 30, 2023 to June 30, 2024, are in the table below:

| ​ ​ ​ | ​ RV Dealerships | ​ | ​ RV Service & Retail Centers | ​ | ​ ​ ​ | ​ ​ Total | ​ ​ ​ | ​ Same Store(1) |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Number of store locations as of June 30, 2023 | ​ | 196 | ​ | 7 | ​ | 203 | ​ | 178 |
| Opened | ​ | 26 | ​ | — | ​ | 26 | ​ | — |
| Converted | ​ | 1 | ​ | (1) | ​ | — | ​ | (1) |
| Closed | ​ | (12) | ​ | (2) | ​ | (14) | ​ | (11) |
| Achieved designation of same store (1) | ​ | — | ​ | — | ​ | — | ​ | 16 |
| Number of store locations as of June 30, 2024 | ​ | 211 | ​ | 4 | ​ | 215 | ​ | 182 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

32

(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.

### Strategic Review

As disclosed in our Annual Report, on January 17, 2024, we announced that we are reviewing potential strategic alternatives for our Good Sam business, which could include a potential sale, spin off or other disposition of the business. No decision has been made whether to proceed with any particular alternative. We have not set a deadline for the strategic alternatives review process, and there can be no assurance that this process will result in any particular outcome.

### Industry Trends

According to the RV Industry Association’s (“RVIA”) survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2023 were 313,174 units, 36.5% less than in 2022. The June 2024 issue of *RV RoadSigns,* the quarterly forecast prepared by ITR Economics for the RVIA projected RV wholesale shipments to climb into the mid-300,000 unit range by year-end 2024, before climbing higher in 2025. RV wholesale shipments for the first six months of 2024 were 178,596 units, up 8.4% compared to the same timeframe last year per the June 2024 survey of manufacturers prepared by the RVIA.

The per unit cost of new vehicles in fiscal year 2022 and 2023 had been significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates. These higher costs had been partially mitigated by the higher average selling prices on new vehicles initially, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2022, which continued in 2023, as a result of these higher costs. We experienced a 4.3% decrease in the average sale price of new vehicles during fiscal year 2023 compared to 2022, driven by more price sensitive customers in a higher interest rate environment.

Since certain of our RV manufacturers had indicated that they expected new towable vehicle average manufacturer selling prices to decline by up to 10% for 2024 model year vehicles, we focused on clearing out a significant portion of our pre-2024 model year new vehicles primarily during the fourth quarter of 2023 and early 2024 to improve the mix of our new vehicle inventory toward the lower cost 2024 model year vehicles. These new vehicle cost decreases further decreased average selling prices of new vehicles in 2024. However, for the three months ended June 30, 2024, overall new vehicle gross margins remained relatively unchanged at 15.3% as the average selling price decreases and average cost decreases mostly offset.

Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain used vehicles as a lower cost alternative to new vehicles, which has negatively impacted used vehicle gross margins. We also experienced lower used vehicle inventory levels in 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines.

### Financial Institutions

The Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.

### Inflation

As noted in “Industry Trends” above, we have experienced deflation with respect to new vehicles and, as a byproduct of the new vehicle pricing decrease, used vehicles. New and used vehicles regularly represent a majority of our costs. However, inflationary factors, such as increases to our other 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 or if demand for our products and services declines as a result of price increases to address inflationary 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 RV dealership locations and constructing new RV dealership locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new RV dealership locations. Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

### Restructuring

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”), which was substantially complete by December 31, 2021. On March 1, 2023, our management determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”), which was substantially complete by December 31, 2023. For the 2019 Strategic Shift and Active Sports Restructuring, the remaining potential ongoing charges related to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities. The timing of sublease and/or termination negotiations will vary as both are contingent on landlord approvals. We expect that the ongoing lease-related costs relating to the 2019 Strategic Shift and Active Sports Restructuring, net of associated sublease income, will be less than $4.0 million and $1.1 million per year, respectively. 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.

### Comparison of Certain Trends to Pre-COVID-19 Pandemic Periods

New vehicle gross margins in the second quarter of 2024 were relatively similar to second quarter of 2023 and slightly above the range of gross margins for the pre-COVID-19 pandemic periods presented in the table below. Additionally, used vehicle gross margins were negatively impacted in the second quarter of 2024 from the discounting necessary to maintain used vehicles as a lower cost alternative for our customers. Beginning primarily in the fourth quarter of 2023, we adjusted our acceptable procurement cost of used vehicles to reflect the lower average market price of RVs that was driven by the lower cost 2024 models.

The following table presents vehicle gross margin and unit sale mix for the three months ended June 30, 2024 and pre-COVID-19 pandemic periods for the three months ended June 30, 2019, 2018, 2017, and 2016 (unaudited):

| ​ ​ ​ Gross margin: | ​ ​ ​ ​ | ​ Three Months Ended June 30, 2024 ​ | ​ ​ ​ | ​ 2019(1) ​ | ​ ​ ​ | ​ 2018(1) ​ | ​ ​ ​ | ​ 2017(1) ​ | ​ ​ ​ | ​ 2016(1) ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| New vehicles | ​ | **15.3%** | ​ | 12.5% | ​ | 13.6% | ​ | 15.1% | ​ | 14.9% |
| Used vehicles | ​ | **19.0%** | ​ | 21.6% | ​ | 22.9% | ​ | 25.9% | ​ | 20.4% |
| ​ | ​ | **​** | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Unit sales mix: | ​ | **​** | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | **58.4%** | ​ | 67.9% | ​ | 72.7% | ​ | 70.7% | ​ | 61.6% |
| Used vehicles | ​ | **41.6%** | ​ | 32.1% | ​ | 27.3% | ​ | 29.3% | ​ | 38.4% |

(1) These periods were prior to the COVID-19 pandemic.

### 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 (“C-Corps”) 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, CWH is organized as a C-Corp and, as of June 30, 2024, is a 53.0% owner of CWGS, LLC. 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. and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are C-Corps 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 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 three months ended June 30, 2024 and 2023, the Company used effective income tax rate assumptions of 25.0% and 25.3%, 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 (loss) to CWH, the allocation of CWGS, LLC’s net income (loss) to non-controlling interests, income tax (expense) benefit recognized by CWH, and other items:

*($ in thousands)*

| ​ ​ | ​ ​ | ​ ​ Three Months Ended June 30, 2024 | ​ | ​ ​ 2023 | ​ ​ | ​ ​ Six Months Ended June 30, 2024 | ​ | ​ ​ 2023 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| C-Corp portion of CWGS, LLC net income allocated to CWH | ​ | $1,762 | ​ | $1,599 | ​ | $2,208 | ​ | $1,609 |
| Pass-Through portion of CWGS, LLC net income (loss) allocated to CWH | ​ | ​ 13,600 | ​ | ​ 38,421 | ​ | ​ (18,905) | ​ | ​ 40,335 |
| CWGS, LLC net income (loss) allocated to CWH | ​ | ​ 15,362 | ​ | ​ 40,020 | ​ | ​ (16,697) | ​ | ​ 41,944 |
| CWGS, LLC net income (loss) allocated to noncontrolling interests | ​ | ​ 13,643 | ​ | ​ 36,020 | ​ | ​ (14,856) | ​ | ​ 37,754 |
| CWGS, LLC net income (loss) | ​ | ​ 29,005 | ​ | ​ 76,040 | ​ | ​ (31,553) | ​ | ​ 79,698 |
| Income tax (expense) benefit recorded by CWH | ​ | ​ (5,941) | ​ | ​ (11,656) | ​ | ​ 3,421 | ​ | ​ (10,712) |
| Other incremental CWH net income | ​ | ​ 350 | ​ | ​ 339 | ​ | ​ 740 | ​ | ​ 640 |
| Net income (loss) | ​ | $23,414 | ​ | $64,723 | ​ | $(27,392) | ​ | $69,626 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

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

*($ in thousands)*

| ​ ​ | ​ ​ | ​ ​ Three Months Ended June 30, 2024 | ​ | ​ ​ 2023 | ​ ​ | ​ ​ Six Months Ended June 30, 2024 | ​ | ​ ​ 2023 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Income tax (expense) benefit recorded by CWH | ​ | $(5,941) | ​ | $(11,656) | ​ | $3,421 | ​ | $(10,712) |
| Income tax expense recorded by CWGS, LLC | ​ | ​ (1,994) | ​ | ​ (1,925) | ​ | ​ (2,314) | ​ | ​ (3,142) |
| Income tax (expense) benefit | ​ | $(7,935) | ​ | $(13,581) | ​ | $1,107 | ​ | $(13,854) |

### Results of Operations

### Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

The following table sets forth information comparing the components of net income for the three months ended June 30, 2024 and 2023:

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2024 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ June 30, 2023 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ ​ | ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $52,548 | ​ | 2.9% | ​ | $51,038 | ​ | 2.7% | ​ | $1,510 | ​ | 3.0% |
| RV and Outdoor Retail | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 847,105 | ​ | 46.9% | ​ | ​ 800,903 | ​ | 42.1% | ​ | ​ 46,202 | ​ | 5.8% |
| Used vehicles | ​ | ​ 480,774 | ​ | 26.6% | ​ | ​ 622,962 | ​ | 32.8% | ​ | ​ (142,188) | ​ | (22.8%) |
| Products, service and other | ​ | ​ 235,947 | ​ | 13.1% | ​ | ​ 247,760 | ​ | 13.0% | ​ | ​ (11,813) | ​ | (4.8%) |
| Finance and insurance, net | ​ | ​ 179,016 | ​ | 9.9% | ​ | ​ 166,934 | ​ | 8.8% | ​ | ​ 12,082 | ​ | 7.2% |
| Good Sam Club | ​ | ​ 11,115 | ​ | 0.6% | ​ | ​ 11,124 | ​ | 0.6% | ​ | ​ (9) | ​ | (0.1%) |
| Subtotal | ​ | ​ 1,753,957 | ​ | 97.1% | ​ | ​ 1,849,683 | ​ | 97.3% | ​ | ​ (95,726) | ​ | (5.2%) |
| Total revenue | ​ | ​ 1,806,505 | ​ | 100.0% | ​ | ​ 1,900,721 | ​ | 100.0% | ​ | ​ (94,216) | ​ | (5.0%) |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Gross profit (exclusive of depreciation and amortization shown separately below): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 35,356 | ​ | 2.0% | ​ | ​ 33,367 | ​ | 1.8% | ​ | ​ 1,989 | ​ | 6.0% |
| RV and Outdoor Retail | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 129,455 | ​ | 7.2% | ​ | ​ 123,527 | ​ | 6.5% | ​ | ​ 5,928 | ​ | 4.8% |
| Used vehicles | ​ | ​ 91,173 | ​ | 5.0% | ​ | ​ 142,543 | ​ | 7.5% | ​ | ​ (51,370) | ​ | (36.0%) |
| Products, service and other | ​ | ​ 103,014 | ​ | 5.7% | ​ | ​ 94,717 | ​ | 5.0% | ​ | ​ 8,297 | ​ | 8.8% |
| Finance and insurance, net | ​ | ​ 179,016 | ​ | 9.9% | ​ | ​ 166,934 | ​ | 8.8% | ​ | ​ 12,082 | ​ | 7.2% |
| Good Sam Club | ​ | ​ 9,645 | ​ | 0.5% | ​ | ​ 10,014 | ​ | 0.5% | ​ | ​ (369) | ​ | (3.7%) |
| Subtotal | ​ | ​ 512,303 | ​ | 28.4% | ​ | ​ 537,735 | ​ | 28.3% | ​ | ​ (25,432) | ​ | (4.7%) |
| Total gross profit | ​ | ​ 547,659 | ​ | 30.3% | ​ | ​ 571,102 | ​ | 30.0% | ​ | ​ (23,443) | ​ | (4.1%) |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Operating expenses: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Selling, general and administrative | ​ | ​ 419,676 | ​ | 23.2% | ​ | ​ 420,887 | ​ | 22.1% | ​ | ​ 1,211 | ​ | 0.3% |
| Depreciation and amortization | ​ | ​ 20,032 | ​ | 1.1% | ​ | ​ 17,206 | ​ | 0.9% | ​ | ​ (2,826) | ​ | (16.4%) |
| Long-lived asset impairment | ​ | ​ 4,584 | ​ | 0.3% | ​ | ​ 477 | ​ | 0.0% | ​ | ​ (4,107) | ​ | (861.0%) |
| Lease termination | ​ | ​ 40 | ​ | 0.0% | ​ | ​ — | ​ | — | ​ | ​ (40) | ​ | n/m |
| Loss (gain) on sale or disposal of assets | ​ | ​ 7,945 | ​ | 0.4% | ​ | ​ (145) | ​ | (0.0%) | ​ | ​ (8,090) | ​ | n/m |
| Total operating expenses | ​ | ​ 452,277 | ​ | 25.0% | ​ | ​ 438,425 | ​ | 23.1% | ​ | ​ (13,852) | ​ | (3.2%) |
| Income from operations | ​ | ​ 95,382 | ​ | 5.3% | ​ | ​ 132,677 | ​ | 7.0% | ​ | ​ (37,295) | ​ | (28.1%) |
| Other expense | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Floor plan interest expense | ​ | ​ (27,799) | ​ | (1.5%) | ​ | ​ (20,672) | ​ | (1.1%) | ​ | ​ (7,127) | ​ | (34.5%) |
| Other interest expense, net | ​ | ​ (36,153) | ​ | (2.0%) | ​ | ​ (33,518) | ​ | (1.8%) | ​ | ​ (2,635) | ​ | (7.9%) |
| Other expense, net | ​ | ​ (81) | ​ | (0.0%) | ​ | ​ (183) | ​ | (0.0%) | ​ | ​ 102 | ​ | 55.7% |
| Total other expense | ​ | ​ (64,033) | ​ | (3.5%) | ​ | ​ (54,373) | ​ | (2.9%) | ​ | ​ (9,660) | ​ | (17.8%) |
| Income before income taxes | ​ | ​ 31,349 | ​ | 1.7% | ​ | ​ 78,304 | ​ | 4.1% | ​ | ​ (46,955) | ​ | (60.0%) |
| Income tax expense | ​ | ​ (7,935) | ​ | (0.4%) | ​ | ​ (13,581) | ​ | (0.7%) | ​ | ​ 5,646 | ​ | 41.6% |
| Net income | ​ | ​ 23,414 | ​ | 1.3% | ​ | ​ 64,723 | ​ | 3.4% | ​ | ​ (41,309) | ​ | (63.8%) |
| Less: net income attributable to non-controlling interests | ​ | ​ (13,643) | ​ | (0.8%) | ​ | ​ (36,020) | ​ | (1.9%) | ​ | ​ 22,377 | ​ | 62.1% |
| Net income attributable to Camping World Holdings, Inc. | ​ | $9,771 | ​ | 0.5% | ​ | $28,703 | ​ | 1.5% | ​ | $(18,932) | ​ | (66.0%) |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |

n/m – not meaningful

### Supplemental Data

| ​ ​ ​ Unit sales | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2024 ​ ​ | ​ | ​ ​ 2023 ​ ​ | ​ ​ | ​ ​ Increase (decrease) ​ ​ | ​ ​ ​ ​ | ​ ​ | ​ Percent Change ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---: |
| New vehicles | ​ | ​ 22,084 | ​ | ​ 18,897 | ​ | ​ 3,187 | ​ | ​ | ​ | 16.9% |
| Used vehicles | ​ | ​ 15,700 | ​ | ​ 17,774 | ​ | ​ (2,074) | ​ | ​ | ​ | (11.7%) |
| Total | ​ | ​ 37,784 | ​ | ​ 36,671 | ​ | ​ 1,113 | ​ | ​ | ​ | 3.0% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average selling price | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $38,358 | ​ | $42,383 | ​ | $(4,025) | ​ | ​ | ​ | (9.5%) |
| Used vehicles | ​ | ​ 30,623 | ​ | ​ 35,049 | ​ | ​ (4,426) | ​ | ​ | ​ | (12.6%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store unit sales(1) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | ​ 19,824 | ​ | ​ 18,065 | ​ | ​ 1,759 | ​ | ​ | ​ | 9.7% |
| Used vehicles | ​ | ​ 14,269 | ​ | ​ 17,195 | ​ | ​ (2,926) | ​ | ​ | ​ | (17.0%) |
| Total | ​ | ​ 34,093 | ​ | ​ 35,260 | ​ | ​ (1,167) | ​ | ​ | ​ | (3.3%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store revenue(1) ($ in 000s) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $761,528 | ​ | $767,728 | ​ | $(6,200) | ​ | ​ | ​ | (0.8%) |
| Used vehicles | ​ | ​ 436,111 | ​ | ​ 603,063 | ​ | ​ (166,952) | ​ | ​ | ​ | (27.7%) |
| Products, service and other | ​ | ​ 184,785 | ​ | ​ 198,381 | ​ | ​ (13,596) | ​ | ​ | ​ | (6.9%) |
| Finance and insurance, net | ​ | ​ 160,923 | ​ | ​ 161,210 | ​ | ​ (287) | ​ | ​ | ​ | (0.2%) |
| Total | ​ | $1,543,347 | ​ | $1,730,382 | ​ | $(187,035) | ​ | ​ | ​ | (10.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average gross profit per unit | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $5,862 | ​ | $6,537 | ​ | $(675) | ​ | ​ | ​ | (10.3%) |
| Used vehicles | ​ | ​ 5,807 | ​ | ​ 8,020 | ​ | ​ (2,213) | ​ | ​ | ​ | (27.6%) |
| Finance and insurance, net per vehicle unit | ​ | ​ 4,738 | ​ | ​ 4,552 | ​ | ​ 186 | ​ | ​ | ​ | 4.1% |
| Total vehicle front-end yield(2) | ​ | ​ 10,577 | ​ | ​ 11,808 | ​ | ​ (1,231) | ​ | ​ | ​ | (10.4%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Gross margin | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 67.3% | ​ | ​ 65.4% | ​ | ​ 191 | bps | ​ | ​ | ​ |
| New vehicles | ​ | ​ 15.3% | ​ | ​ 15.4% | ​ | ​ (14) | bps | ​ | ​ | ​ |
| Used vehicles | ​ | ​ 19.0% | ​ | ​ 22.9% | ​ | ​ (392) | bps | ​ | ​ | ​ |
| Products, service and other | ​ | ​ 43.7% | ​ | ​ 38.2% | ​ | ​ 543 | bps | ​ | ​ | ​ |
| Finance and insurance, net | ​ | ​ 100.0% | ​ | ​ 100.0% | ​ | ​ unch. | ​ | ​ | ​ | ​ |
| Good Sam Club | ​ | ​ 86.8% | ​ | ​ 90.0% | ​ | ​ (325) | bps | ​ | ​ | ​ |
| Subtotal RV and Outdoor Retail | ​ | ​ 29.2% | ​ | ​ 29.1% | ​ | ​ 14 | bps | ​ | ​ | ​ |
| Total gross margin | ​ | ​ 30.3% | ​ | ​ 30.0% | ​ | ​ 27 | bps | ​ | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Retail locations | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| RV dealerships | ​ | ​ 211 | ​ | ​ 196 | ​ | ​ 15 | ​ | ​ | ​ | 7.7% |
| RV service & retail centers | ​ | ​ 4 | ​ | ​ 7 | ​ | ​ (3) | ​ | ​ | ​ | (42.9%) |
| Total | ​ | ​ 215 | ​ | ​ 203 | ​ | ​ 12 | ​ | ​ | ​ | 5.9% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| RV and Outdoor Retail inventories ($ in 000s) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $1,477,510 | ​ | $1,206,493 | ​ | $271,017 | ​ | ​ | ​ | 22.5% |
| Used vehicles | ​ | ​ 349,843 | ​ | ​ 651,396 | ​ | ​ (301,553) | ​ | ​ | ​ | (46.3%) |
| Products, parts, accessories and misc. | ​ | ​ 186,758 | ​ | ​ 218,570 | ​ | ​ (31,812) | ​ | ​ | ​ | (14.6%) |
| Total RV and Outdoor Retail inventories | ​ | $2,014,111 | ​ | $2,076,459 | ​ | $(62,348) | ​ | ​ | ​ | (3.0%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory per location ($ in 000s) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory per dealer location | ​ | $7,002 | ​ | $6,156 | ​ | $847 | ​ | ​ | ​ | 13.8% |
| Used vehicle inventory per dealer location | ​ | ​ 1,658 | ​ | ​ 3,323 | ​ | ​ (1,665) | ​ | ​ | ​ | (50.1%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory turnover(3) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory turnover | ​ | ​ 1.6 | ​ | ​ 1.8 | ​ | ​ (0.2) | ​ | ​ | ​ | (11.7%) |
| Used vehicle inventory turnover | ​ | ​ 3.3 | ​ | ​ 3.0 | ​ | ​ 0.3 | ​ | ​ | ​ | 10.0% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Other data | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Active Customers(4) | ​ | ​ 4,762,376 | ​ | ​ 5,218,340 | ​ | ​ (455,964) | ​ | ​ | ​ | (8.7%) |
| Good Sam Club members (5) | ​ | ​ 1,880,126 | ​ | ​ 2,036,119 | ​ | ​ (155,993) | ​ | ​ | ​ | (7.7%) |
| Service bays (6) | ​ | ​ 2,877 | ​ | ​ 2,720 | ​ | ​ 157 | ​ | ​ | ​ | 5.8% |
| Finance and insurance gross profit as a % of total vehicle revenue | ​ | ​ 13.5% | ​ | ​ 11.7% | ​ | ​ 176 | bps | ​ | ​ | n/a |
| Same store locations | ​ | ​ 182 | ​ | ​ n/a | ​ | ​ n/a | ​ | ​ | ​ | n/a |

37 unch – unchanged bps – basis points n/a – not applicable

(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 is 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) Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits.

(6) 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 and gross profit increased primarily from increased contracts in force for our Good Sam Insurance Agency programs, and underwriting profit sharing for the extended vehicle warranty programs.

Good Sam Services and Plans gross margin increased primarily due to underwriting profit sharing and reduced marketing costs.

#### RV and Outdoor Retail

New vehicles

New vehicles revenue increased primarily due to a 16.9% increase in new vehicles sold, partially offset by a 9.5% decrease in the average selling price per new vehicle sold driven primarily by the lower cost 2024 model year travel trailers and discounting of pre-2024 model year new vehicles. On a same store basis, new vehicles revenue decreased 0.8% to $761.5 million with an increase in new vehicles sold of 9.7%, primarily due to a reduced average sales price per vehicle sold.

New vehicle gross profit increased primarily due to a 16.9% increase in new vehicle units sold, which was partially offset by the 10.3% lower gross profit per new vehicle that was driven largely by the 9.5% decrease in the average selling price per new vehicle sold discussed above. The new vehicle gross margin remained relatively unchanged with a decrease of only 14 basis points as the decrease in the average selling price of new vehicles was mostly offset by the lower cost per new vehicle sold.

Used vehicles

Used vehicles revenue decreased primarily due to both an 11.7% reduction in used vehicles sold and a 12.6% decrease in the average selling price per used vehicle sold. The decrease in used vehicles sold was due in large part to slowed procurement of used vehicles. This reduced availability and decrease in average selling price of used vehicles were driven largely as a byproduct of the lower cost and selling price of 2024 model year new vehicles, which impacted used vehicles as discussed in “Industry Trends” above. On a same store basis, used vehicles revenue decreased 27.7% to $436.1 million and used vehicles sold decreased 17.0%.

Used vehicles gross profit decreased primarily due to the used vehicle revenue decrease described above, partially offset by an 8.2% decrease in the average cost per used vehicle sold. Used vehicle gross margin decreased primarily due to a lower average selling price per used vehicle sold, partially offset by an 8.2% reduction in cost per used vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to a reduction in sales activity resulting from our Active Sports Restructuring and fewer used vehicles sold leading to a decline in retail product attachment to vehicle sales, partially offset by increases in RV service revenue. On a same store basis, products, service and other revenue decreased 6.9% to $184.8 million for the three months ended June 30, 2024 from the three months ended June 30, 2023.

Products, service and other gross profit increased primarily due to the Active Sports Restructuring and higher labor billing rates. The increase in products, service and other gross margin was primarily due to higher labor billing rates on warranty service, the divestiture of our RV furniture business, and improvements to the pricing for aftermarket accessories.

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 $12.1 million, which was primarily a result of an increased number of contracts sold and an increase in revenue per contract. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 13.5% for the three months ended June 30, 2024, an increase from 11.7% for the three months ended June 30, 2023. On a same store basis, finance and insurance, net revenue decreased 0.2% versus the three months ended June 30, 2023.

Good Sam Club

Good Sam Club revenue and gross margin decreased slightly primarily from the 7.7% decrease in Good Sam Club members, excluding free basic plan members, partially offset by an increased rate per annual membership and increased Good Sam co-branded credit card royalty fees. The decrease in Good Sam Club members resulted from an increase in the standard membership price and the introduction of the free basic plan in late 2023 that provides for limited participation in the loyalty point program without access to the remaining member benefits. For the remainder of 2024, we expect to continue to see declines in the Good Sam Club members as a result of this price increase and the availability of the free basic plan.

#### Operating Expenses and Other

Selling, general and administrative expenses

Selling, general and administrative expenses decreased primarily due to $7.7 million of reduced employee compensation costs and $5.8 million of reduced professional fees and services, partially offset by $11.8 million of additional advertising expenses and $0.5 million of increased other expenses. The $7.7 million decrease in employee compensation costs includes a $1.0 million decrease in equity-based compensation, which was driven primarily by fewer average restricted stock units (“RSUs”) outstanding and a lower average grant date fair value of those RSUs.

Long-lived asset impairment

As discussed in 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, we recognized $4.6 million of long-lived asset impairments that were unrelated to restructuring activities during the three months ended June 30, 2024 compared to $0.5 million of long-lived asset impairments for the three months ended June 30, 2023 that related primarily to the Active Sports Restructuring.

Loss (gain) on sale or disposal of assets

The increased loss on sale or disposal of assets was driven primarily by the divestiture of our RV furniture business that resulted in a loss of $7.1 million during the three months ended June 30, 2024 (see Note 5 – Assets Held for Sale and Business Divestiture to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q).

Floor plan interest expense

The significant increase in floor plan interest expense was primarily due to a higher average floor plan balance and, to a lesser extent, an 85 basis point increase in the average floor plan borrowing rate. The average interest rate for the Floor Plan Facility for the three months ended June 30, 2024 and 2023 was 7.84% and 6.99%, respectively.

Other interest expense, net

Other interest expense, net increased primarily due to a 46 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from additional borrowings on the Company’s Real Estate Facilities and the revolving line of credit under the Floor Plan Facility (see Note 7 – Long-Term Debt and Note 3 – Inventories and Floor Plan Payables to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). The average interest rate for the Term Loan Facility for the three months ended June 30, 2024 and 2023 was 7.96% and 7.50%, respectively.

Income tax expense

The reduction of income tax expense was primarily due to lower income generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share.

#### Segment Results

The following table 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 June 30, 2024 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ June 30, 2023 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ | ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $52,777 | ​ | 2.9% | ​ | $51,132 | ​ | 2.7% | ​ | $1,645 | ​ | 3.2% |
| RV and Outdoor Retail | ​ | ​ 1,758,166 | ​ | 97.3% | ​ | ​ 1,853,897 | ​ | 97.5% | ​ | ​ (95,731) | ​ | (5.2%) |
| Elimination of intersegment revenue | ​ | ​ (4,438) | ​ | (0.2%) | ​ | ​ (4,308) | ​ | (0.2%) | ​ | ​ (130) | ​ | (3.0%) |
| Total consolidated revenue | ​ | ​ 1,806,505 | ​ | 100.0% | ​ | ​ 1,900,721 | ​ | 100.0% | ​ | ​ (94,216) | ​ | (5.0%) |
| Segment income(1): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 27,611 | ​ | 1.5% | ​ | ​ 26,840 | ​ | 1.4% | ​ | ​ 771 | ​ | 2.9% |
| RV and Outdoor Retail | ​ | ​ 64,154 | ​ | 3.6% | ​ | ​ 106,156 | ​ | 5.6% | ​ | ​ (42,002) | ​ | (36.3%) |
| Total segment income | ​ | ​ 91,765 | ​ | 5.1% | ​ | ​ 132,996 | ​ | 7.0% | ​ | ​ (41,231) | ​ | (31.0%) |
| Corporate & other | ​ | ​ (4,150) | ​ | (0.2%) | ​ | ​ (3,785) | ​ | (0.2%) | ​ | ​ (365) | ​ | (9.6%) |
| Depreciation and amortization | ​ | ​ (20,032) | ​ | (1.1%) | ​ | ​ (17,206) | ​ | (0.9%) | ​ | ​ (2,826) | ​ | (16.4%) |
| Other interest expense, net | ​ | ​ (36,153) | ​ | (2.0%) | ​ | ​ (33,518) | ​ | (1.8%) | ​ | ​ (2,635) | ​ | (7.9%) |
| Other expense, net | ​ | ​ (81) | ​ | (0.0%) | ​ | ​ (183) | ​ | (0.0%) | ​ | ​ 102 | ​ | 55.7% |
| Income before income taxes | ​ | $31,349 | ​ | 1.7% | ​ | $78,304 | ​ | 4.1% | ​ | $(46,955) | ​ | (60.0%) |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Same store revenue- RV and Outdoor Retail(2) | ​ | $1,543,347 | ​ | ​ | ​ | $1,730,382 | ​ | ​ | ​ | $(187,035) | ​ | (10.8%) |

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 revenue increased primarily from increased contracts in force for our Good Sam Insurance Agency programs, and underwriting profit sharing for the extended vehicle warranty programs.

Good Sam Services and Plans segment income increased primarily due to underwriting profit sharing, and reduced marketing costs, partially offset by increased general and administrative expenses, resulting from increased employee compensation expenses. Segment income margin decreased 18 basis points to 52.3% primarily due to increased general and administrative expenses.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue decreased primarily due to a $142.4 million, or 22.8%, decrease in used vehicles revenue, and an $11.8 million, or 4.8%, decrease in products, service and other revenue, partially offset by a $46.5 million, or 5.8%, increase in new vehicles revenue, and a $12.1 million, or 7.2%, increase in finance and insurance, net revenue.

RV and Outdoor Retail segment income decreased primarily due to decreased segment gross profit of $25.6 million primarily relating to reduced volume and average sales price of used vehicles sold, which was partially offset by improved margins for products, service and other; an $8.1 million increase in loss on sale or disposal of assets that was driven primarily by the divestiture of our RV furniture business that resulted in a $7.1 million loss (see Note 5 – Assets Held for Sale and Business Divestiture to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q); a $7.1 million increase in floor plan interest expense; and a $4.1 million increase in long-lived asset impairment; partially offset by a $3.0 million decrease in selling, general and administrative expenses (see discussion of selling, general and administrative expenses above for the similar drivers of this change). RV and Outdoor Retail segment income margin decreased 208 basis points to 3.6% for the three months ended June 30, 2024 from the three months ended June 30, 2023 primarily due a lower volume of used vehicles sold and a lower average price per vehicle sold, in addition to the increased loss on sale or disposal of assets.

### Results of Operations

### Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

The following table sets forth information comparing the components of net income for the six months ended June 30, 2024 and 2023:

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2024 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ June 30, 2023 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ ​ | ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $98,229 | ​ | 3.1% | ​ | $97,405 | ​ | 2.9% | ​ | $824 | ​ | 0.8% |
| RV and Outdoor Retail: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 1,503,191 | ​ | 47.4% | ​ | ​ 1,447,655 | ​ | 42.7% | ​ | ​ 55,536 | ​ | 3.8% |
| Used vehicles | ​ | ​ 818,459 | ​ | 25.8% | ​ | ​ 1,067,708 | ​ | 31.5% | ​ | ​ (249,249) | ​ | (23.3%) |
| Products, service and other | ​ | ​ 413,841 | ​ | 13.1% | ​ | ​ 455,421 | ​ | 13.4% | ​ | ​ (41,580) | ​ | (9.1%) |
| Finance and insurance, net | ​ | ​ 314,470 | ​ | 9.9% | ​ | ​ 296,706 | ​ | 8.8% | ​ | ​ 17,764 | ​ | 6.0% |
| Good Sam Club | ​ | ​ 22,332 | ​ | 0.7% | ​ | ​ 22,706 | ​ | 0.7% | ​ | ​ (374) | ​ | (1.6%) |
| Subtotal | ​ | ​ 3,072,293 | ​ | 96.9% | ​ | ​ 3,290,196 | ​ | 97.1% | ​ | ​ (217,903) | ​ | (6.6%) |
| Total revenue | ​ | ​ 3,170,522 | ​ | 100.0% | ​ | ​ 3,387,601 | ​ | 100.0% | ​ | ​ (217,079) | ​ | (6.4%) |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Gross profit (exclusive of depreciation and amortization shown separately below): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 65,854 | ​ | 2.1% | ​ | ​ 63,582 | ​ | 1.9% | ​ | ​ 2,272 | ​ | 3.6% |
| RV and Outdoor Retail: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 220,502 | ​ | 7.0% | ​ | ​ 212,737 | ​ | 6.3% | ​ | ​ 7,765 | ​ | 3.7% |
| Used vehicles | ​ | ​ 150,325 | ​ | 4.7% | ​ | ​ 245,342 | ​ | 7.2% | ​ | ​ (95,017) | ​ | (38.7%) |
| Products, service and other | ​ | ​ 179,233 | ​ | 5.7% | ​ | ​ 173,360 | ​ | 5.1% | ​ | ​ 5,873 | ​ | 3.4% |
| Finance and insurance, net | ​ | ​ 314,470 | ​ | 9.9% | ​ | ​ 296,706 | ​ | 8.8% | ​ | ​ 17,764 | ​ | 6.0% |
| Good Sam Club | ​ | ​ 19,672 | ​ | 0.6% | ​ | ​ 20,395 | ​ | 0.6% | ​ | ​ (723) | ​ | (3.5%) |
| Subtotal | ​ | ​ 884,202 | ​ | 27.9% | ​ | ​ 948,540 | ​ | 28.0% | ​ | ​ (64,338) | ​ | (6.8%) |
| Total gross profit | ​ | ​ 950,056 | ​ | 30.0% | ​ | ​ 1,012,122 | ​ | 29.9% | ​ | ​ (62,066) | ​ | (6.1%) |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Operating expenses: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Selling, general and administrative expenses | ​ | ​ 791,149 | ​ | 25.0% | ​ | ​ 786,613 | ​ | 23.2% | ​ | ​ (4,536) | ​ | (0.6%) |
| Depreciation and amortization | ​ | ​ 39,322 | ​ | 1.2% | ​ | ​ 31,843 | ​ | 0.9% | ​ | ​ (7,479) | ​ | (23.5%) |
| Long-lived asset impairment | ​ | ​ 10,411 | ​ | 0.3% | ​ | ​ 7,522 | ​ | 0.2% | ​ | ​ (2,889) | ​ | (38.4%) |
| Lease termination | ​ | ​ 40 | ​ | 0.0% | ​ | ​ — | ​ | — | ​ | ​ (40) | ​ | n/m |
| Loss (gain) on sale or disposal of assets | ​ | ​ 9,530 | ​ | 0.3% | ​ | ​ (5,132) | ​ | (0.2%) | ​ | ​ (14,662) | ​ | n/m |
| Total operating expenses | ​ | ​ 850,452 | ​ | 26.8% | ​ | ​ 820,846 | ​ | 24.2% | ​ | ​ (29,606) | ​ | (3.6%) |
| Income from operations | ​ | ​ 99,604 | ​ | 3.1% | ​ | ​ 191,276 | ​ | 5.6% | ​ | ​ (91,672) | ​ | (47.9%) |
| Other expense: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Floor plan interest expense | ​ | ​ (55,681) | ​ | (1.8%) | ​ | ​ (41,482) | ​ | (1.2%) | ​ | ​ (14,199) | ​ | (34.2%) |
| Other interest expense, net | ​ | ​ (72,247) | ​ | (2.3%) | ​ | ​ (64,631) | ​ | (1.9%) | ​ | ​ (7,616) | ​ | (11.8%) |
| Other expense, net | ​ | ​ (175) | ​ | (0.0%) | ​ | ​ (1,683) | ​ | (0.0%) | ​ | ​ 1,508 | ​ | 89.6% |
| Total other expense | ​ | ​ (128,103) | ​ | (4.0%) | ​ | ​ (107,796) | ​ | (3.2%) | ​ | ​ (20,307) | ​ | (18.8%) |
| (Loss) income before income taxes | ​ | ​ (28,499) | ​ | (0.9%) | ​ | ​ 83,480 | ​ | 2.5% | ​ | ​ (111,979) | ​ | (134.1%) |
| Income tax benefit (expense) | ​ | ​ 1,107 | ​ | 0.0% | ​ | ​ (13,854) | ​ | (0.4%) | ​ | ​ 14,961 | ​ | 108.0% |
| Net (loss) income | ​ | ​ (27,392) | ​ | (0.9%) | ​ | ​ 69,626 | ​ | 2.1% | ​ | ​ (97,018) | ​ | (139.3%) |
| Less: net income attributable to non-controlling interests | ​ | ​ 14,856 | ​ | 0.5% | ​ | ​ (37,754) | ​ | (1.1%) | ​ | ​ 52,610 | ​ | 139.3% |
| Net (loss) income attributable to Camping World Holdings, Inc. | ​ | $(12,536) | ​ | (0.4%) | ​ | $31,872 | ​ | 0.9% | ​ | $(44,408) | ​ | (139.3%) |

n/m – not meaningful

### Supplemental Data

| ​ ​ ​ Unit sales | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2024 ​ ​ | ​ | ​ ​ 2023 ​ ​ | ​ ​ | ​ ​ Increase (decrease) ​ ​ | ​ ​ ​ ​ | ​ ​ | ​ Percent Change ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| New vehicles | ​ | ​ 38,966 | ​ | ​ 32,809 | ​ | ​ 6,157 | ​ | ​ | ​ | 18.8% |
| Used vehicles | ​ | ​ 26,394 | ​ | ​ 30,206 | ​ | ​ (3,812) | ​ | ​ | ​ | (12.6%) |
| Total | ​ | ​ 65,360 | ​ | ​ 63,015 | ​ | ​ 2,345 | ​ | ​ | ​ | 3.7% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average selling price | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $38,577 | ​ | $44,124 | ​ | $(5,547) | ​ | ​ | ​ | (12.6%) |
| Used vehicles | ​ | ​ 31,009 | ​ | ​ 35,348 | ​ | ​ (4,338) | ​ | ​ | ​ | (12.3%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store unit sales(1) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | ​ 35,447 | ​ | ​ 31,591 | ​ | ​ 3,856 | ​ | ​ | ​ | 12.2% |
| Used vehicles | ​ | ​ 24,299 | ​ | ​ 29,321 | ​ | ​ (5,022) | ​ | ​ | ​ | (17.1%) |
| Total | ​ | ​ 59,746 | ​ | ​ 60,912 | ​ | ​ (1,166) | ​ | ​ | ​ | (1.9%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store revenue(1) ($ in 000s) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $1,368,241 | ​ | $1,398,018 | ​ | $(29,777) | ​ | ​ | ​ | (2.1%) |
| Used vehicles | ​ | ​ 748,589 | ​ | ​ 1,037,534 | ​ | ​ (288,945) | ​ | ​ | ​ | (27.8%) |
| Products, service and other | ​ | ​ 329,200 | ​ | ​ 356,855 | ​ | ​ (27,655) | ​ | ​ | ​ | (7.7%) |
| Finance and insurance, net | ​ | ​ 287,914 | ​ | ​ 288,022 | ​ | ​ (108) | ​ | ​ | ​ | (0.0%) |
| Total | ​ | $2,733,944 | ​ | $3,080,429 | ​ | $(346,485) | ​ | ​ | ​ | (11.2%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average gross profit per unit | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $5,659 | ​ | $6,484 | ​ | $(825) | ​ | ​ | ​ | (12.7%) |
| Used vehicles | ​ | ​ 5,695 | ​ | ​ 8,122 | ​ | ​ (2,427) | ​ | ​ | ​ | (29.9%) |
| Finance and insurance, net per vehicle unit | ​ | ​ 4,811 | ​ | ​ 4,708 | ​ | ​ 103 | ​ | ​ | ​ | 2.2% |
| Total vehicle front-end yield(2) | ​ | ​ 10,485 | ​ | ​ 11,978 | ​ | ​ (1,493) | ​ | ​ | ​ | (12.5%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Gross margin | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 67.0% | ​ | ​ 65.3% | ​ | ​ 177 | bps | ​ | ​ | ​ |
| New vehicles | ​ | ​ 14.7% | ​ | ​ 14.7% | ​ | ​ (3) | bps | ​ | ​ | ​ |
| Used vehicles | ​ | ​ 18.4% | ​ | ​ 23.0% | ​ | ​ (461) | bps | ​ | ​ | ​ |
| Products, service and other | ​ | ​ 43.3% | ​ | ​ 38.1% | ​ | ​ 524 | bps | ​ | ​ | ​ |
| Finance and insurance, net | ​ | ​ 100.0% | ​ | ​ 100.0% | ​ | ​ unch. | bps | ​ | ​ | ​ |
| Good Sam Club | ​ | ​ 88.1% | ​ | ​ 89.8% | ​ | ​ (173) | bps | ​ | ​ | ​ |
| Subtotal RV and Outdoor Retail | ​ | ​ 28.8% | ​ | ​ 28.8% | ​ | ​ (5) | bps | ​ | ​ | ​ |
| Total gross margin | ​ | ​ 30.0% | ​ | ​ 29.9% | ​ | ​ 9 | bps | ​ | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Other data | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Finance and insurance gross profit as a % of total vehicle revenue | ​ | ​ 13.5% | ​ | ​ 11.8% | ​ | ​ 175 | bps | ​ | ​ | n/a |
| Same store locations | ​ | ​ 182 | ​ | ​ n/a | ​ | ​ n/a | ​ | ​ | ​ | n/a |

43 unch – unchanged bps – basis points n/a – not applicable

(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.

#### Revenue and Gross Profit

#### Good Sam Services and Plans

Good Sam Services and Plans revenue increased slightly primarily from increased contracts in force for our Good Sam Insurance Agency programs, partially offset by reduced contracts in force for our extended vehicle warranty programs and reduced advertising revenue for our annual directory.

Good Sam Services and Plans gross profit and gross margin increased primarily due to increased contracts in force for our Good Sam Insurance Agency Programs and underwriter profit sharing and reduced marketing expenses.

#### RV and Outdoor Retail

New vehicles

New vehicles revenue increased primarily due to an 18.8% increase in new vehicles sold, partially offset by a 12.6% decrease in the average selling price per new vehicle sold driven primarily by the lower cost 2024 model year travel trailers and discounting of pre-2024 model year new vehicles. On a same store basis, new vehicles revenue decreased 2.1% to $1.4 billion with an increase in new vehicles sold of 12.2%, primarily due to a reduced average sales price per vehicle sold.

New vehicle gross profit increased primarily due to the 18.8% increase in new vehicle units sold and a 12.7% decrease in the average gross profit per new vehicle sold that was driven largely by the 12.6% decrease in average selling price per new vehicle sold discussed above. The new vehicle gross margin remained relatively unchanged as the decrease in the average cost per new vehicle sold was mostly offset by the lower average price of new vehicles.

Used vehicles

Used vehicles revenue decreased primarily due to a 12.6% reduction in used vehicles sold and a 12.3% decrease in the average selling price per used vehicle sold. The decrease in used vehicles sold was due in large part to slowed procurement of used vehicles. This reduced availability and decrease in average selling price of used vehicles were driven largely as a byproduct of the lower cost and selling price of 2024 model year new vehicles, which impacted used vehicles as discussed in “Industry Trends” above. On a same store basis, used vehicles revenue decreased 27.8% to $748.6 million, and used vehicles sold decreased 17.1%.

Used vehicles gross profit decreased primarily due to the used vehicle revenue decrease described above, partially offset by a 7.0% decrease in the average cost per used vehicle sold. Used vehicle gross margin decreased primarily due to a lower average selling price per used vehicle sold, partially offset by a 7.0% reduction in cost per used vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to a reduction in sales activity resulting from our Active Sports Restructuring, the divestiture of our RV furniture business, and fewer used vehicles sold led to a decline in retail product attachment to vehicle sales, partially offset by increases in RV service revenue.

On a same store basis, products, service and other revenue decreased 7.7% to $329.2 million for the six months ended June 30, 2024 from the six months ended June 30, 2023.

Products, service and other gross profit increased primarily due to higher labor billing rates. The increase in products, service and other gross margin was primarily due to higher labor billing rates on warranty service, improvements to the pricing for aftermarket accessories, the divestiture of our RV furniture business, and the Active Sports Restructuring.

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 $17.8 million, which was primarily a result of an increased number of contracts sold and an increase in revenue per contract. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 13.5% for the six months ended June 30, 2024, an increase from 11.8% for the six months ended June 30, 2023. On a same store basis, finance and insurance, net revenue remained relatively unchanged from the six months ended June 30, 2023.

Good Sam Club

Good Sam Club revenue and gross margin decreased slightly from a 7.7% decrease in Good Sam Club members, excluding free basic plan members, partially offset by an increased rate per annual membership and increased in Good Sam branded credit card fees. The decrease in Good Sam Club members resulted from an increase in the standard membership price and the introduction of the free basic plan in late 2023 that provides for limited participation in the loyalty point program without access to the remaining member benefits. For the remainder of 2024, we expect to continue to see declines in the Good Sam Club members as a result of this price increase and the availability of the free basic plan.

#### Operating Expenses and Other

Selling, general and administrative expenses

Selling, general and administrative expenses increased primarily due to $19.8 million of additional advertising expenses and $2.4 million of increased other expenses, partially offset by reduced employee compensation costs of $13.6 million, which included a decrease in equity-based compensation expense of $2.1 million. The decrease in equity-based compensation was driven primarily by fewer average RSUs outstanding and a lower average grant date fair value of those RSUs.

Long-lived asset impairment

As discussed in 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, we recognized $10.4 million of long-lived asset impairments that were unrelated to restructuring activities during the six months ended June 30, 2024 compared to $7.5 million of long-lived asset impairments for the six months ended June 30, 2023 that related primarily to the Active Sports Restructuring.

Loss (gain) on sale or disposal of assets

The increased loss on sale or disposal of assets was driven primarily by the divestiture of our RV furniture business that resulted in a loss of $7.1 million during the three months ended June 30, 2024 (see Note 5 – Assets Held for Sale and Business Divestiture to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). Additionally, for the six months ended June 30, 2023, the gain on sale or disposal of assets related primarily to the sale of properties.

Floor plan interest expense

The significant increase in floor plan interest expense was primarily due to a 107 basis point increase in the average floor plan borrowing rate, and an increase in the average floor plan balance. The average interest rate for the Floor Plan Facility for the six months ended June 30, 2024 and 2023 was 7.76% and 6.69%, respectively.

Other interest expense, net

Other interest expense, net increased primarily due to a 61 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from additional borrowings on the Company’s Real Estate Facilities and the revolving line of credit under the Floor Plan Facility (see Note 7 – Long-Term Debt and Note 3 – Inventories and Floor Plan Payables to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). The average interest rate for the Term Loan Facility for the six months ended June 30, 2024 and 2023 was 7.96% and 7.36%, respectively. The average interest rate on the M&T Real Estate Facility for the six months ended June 30, 2024 and 2023 was 7.63% and 7.10%, respectively.

Income tax (benefit) expense

The reduction of income tax expense to an income tax benefit was primarily due to losses generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share.

#### Segment Results

The following table 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: | ​ ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2024 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ June 30, 2023 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ | ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $99,388 | ​ | 3.1% | ​ | $98,095 | ​ | 2.9% | ​ | $1,293 | ​ | 1.3% |
| RV and Outdoor Retail | ​ | ​ 3,079,223 | ​ | 97.1% | ​ | ​ 3,297,236 | ​ | 97.3% | ​ | ​ (218,013) | ​ | (6.6%) |
| Elimination of intersegment revenue | ​ | ​ (8,089) | ​ | (0.3%) | ​ | ​ (7,730) | ​ | (0.2%) | ​ | ​ (359) | ​ | (4.6%) |
| Total consolidated revenue | ​ | ​ 3,170,522 | ​ | 100.0% | ​ | ​ 3,387,601 | ​ | 100.0% | ​ | ​ (217,079) | ​ | (6.4%) |
| Segment income(1): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 50,194 | ​ | 1.6% | ​ | ​ 50,459 | ​ | 1.5% | ​ | ​ (265) | ​ | (0.5%) |
| RV and Outdoor Retail | ​ | ​ 40,763 | ​ | 1.3% | ​ | ​ 138,740 | ​ | 4.1% | ​ | ​ (97,977) | ​ | (70.6%) |
| Total segment income | ​ | ​ 90,957 | ​ | 2.9% | ​ | ​ 189,199 | ​ | 5.6% | ​ | ​ (98,242) | ​ | (51.9%) |
| Corporate & other | ​ | ​ (7,712) | ​ | (0.2%) | ​ | ​ (7,562) | ​ | (0.2%) | ​ | ​ (150) | ​ | (2.0%) |
| Depreciation and amortization | ​ | ​ (39,322) | ​ | (1.2%) | ​ | ​ (31,843) | ​ | (0.9%) | ​ | ​ (7,479) | ​ | (23.5%) |
| Other interest expense, net | ​ | ​ (72,247) | ​ | (2.3%) | ​ | ​ (64,631) | ​ | (1.9%) | ​ | ​ (7,616) | ​ | (11.8%) |
| Other expense, net | ​ | ​ (175) | ​ | (0.0%) | ​ | ​ (1,683) | ​ | (0.0%) | ​ | ​ 1,508 | ​ | 89.6% |
| (Loss) income before income taxes | ​ | $(28,499) | ​ | (0.9%) | ​ | $83,480 | ​ | 2.5% | ​ | $(111,979) | ​ | n/m |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Same store revenue- RV and Outdoor Retail(2) | ​ | $2,733,944 | ​ | ​ | ​ | $3,080,429 | ​ | ​ | ​ | $(346,485) | ​ | (11.2%) |

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 revenue increased primarily from increased contracts in force for our Good Sam Insurance Agency programs, partially offset by reduced contracts in force for our extended vehicle warranty programs and reduced advertising revenue for our annual directory.

Good Sam Services and Plans segment income decreased primarily due to increased general and administrative expenses, resulting from increased employee compensation expenses. Segment income margin decreased 94 basis points to 50.5% primarily due to increased general and administrative expenses, most notably employee compensation expenses.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue decreased primarily due to a $249.6 million, or 23.3%, decrease in used vehicles revenue, a $41.7 million, or 9.1%, decrease in products, service and other revenue, and a $0.4 million, or 1.6%, decrease in Good Sam Club revenue, partially offset by a $56.1 million, or 3.9%, increase in new vehicles revenue, and a $17.6 million, or 5.9%, increase in finance and insurance, net revenue.

RV and Outdoor Retail segment income decreased primarily due to decreased segment gross profit of $64.6 million primarily relating to reduced volume and average sales price of used vehicles sold; a $14.2 million increase in floor plan interest expense; a $14.7 million increase in loss on sale or disposal of assets; a $2.9 million increase in long-lived asset impairment; and a $1.6 million increase in selling, general and administrative expenses (see discussion of selling, general and administrative expenses above for the similar drivers of this change). RV and Outdoor Retail segment income margin decreased 288 basis points to 1.3% for the six months ended June 30, 2024 from the six months ended June 30, 2023 primarily due a lower volume of used vehicles sold and a lower average price per vehicle sold, in addition to the $14.7 million increase in loss on sale or disposal of assets.

### 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 (Loss) Attributable to Camping World Holdings, Inc. – Basic; Adjusted Net Income (Loss) Attributable to Camping World Holdings, Inc. – Diluted; Adjusted Earnings (Loss) Per Share – Basic; Adjusted Earnings (Loss) Per Share – Diluted; and Selling, General, and Administrative Expense (“SG&A”) Excluding Equity-based Compensation (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. Certain of 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, 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.

For periods beginning after December 31, 2022 for the 2019 Strategic Shift and for periods beginning after December 31, 2023 for the Active Sports Restructuring, we are no longer including the other associated costs category of expenses relating to those restructuring activities as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods. For a discussion of restructuring activities, 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.

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 (loss) 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, gains and losses on sale or disposal of assets, net, equity-based compensation, loss and impairment on investments in equity securities, 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 June 30, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (loss) | ​ | $23,414 | ​ | $64,723 | ​ | $(27,392) | ​ | $69,626 |
| Other interest expense, net | ​ | ​ 36,153 | ​ | ​ 33,518 | ​ | ​ 72,247 | ​ | ​ 64,631 |
| Depreciation and amortization | ​ | ​ 20,032 | ​ | ​ 17,206 | ​ | ​ 39,322 | ​ | ​ 31,843 |
| Income tax expense (benefit) | ​ | ​ 7,935 | ​ | ​ 13,581 | ​ | ​ (1,107) | ​ | ​ 13,854 |
| Subtotal EBITDA | ​ | ​ 87,534 | ​ | ​ 129,028 | ​ | ​ 83,070 | ​ | ​ 179,954 |
| Long-lived asset impairment (a) | ​ | ​ 4,584 | ​ | ​ 477 | ​ | ​ 10,411 | ​ | ​ 7,522 |
| Lease termination (b) | ​ | ​ 40 | ​ | ​ — | ​ | ​ 40 | ​ | ​ — |
| Loss (gain) on sale or disposal of assets, net (c) | ​ | ​ 7,945 | ​ | ​ (145) | ​ | ​ 9,530 | ​ | ​ (5,132) |
| Equity-based compensation (d) | ​ | ​ 5,397 | ​ | ​ 6,492 | ​ | ​ 10,594 | ​ | ​ 12,850 |
| Restructuring costs (e) | ​ | ​ — | ​ | ​ 3,259 | ​ | ​ — | ​ | ​ 3,259 |
| Loss and impairment on investments in equity securities (f) | ​ | ​ 81 | ​ | ​ 184 | ​ | ​ 175 | ​ | ​ 1,683 |
| Adjusted EBITDA | ​ | $105,581 | ​ | $139,295 | ​ | $113,820 | ​ | $200,136 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

| ​ ​ (as percentage of total revenue) Adjusted EBITDA margin: | ​ ​ ​ | ​ Three Months Ended June 30, 2024 ​ | ​ ​ | ​ ​ | ​ 2023 ​ | ​ ​ | ​ ​ ​ | ​ Six Months Ended June 30, 2024 ​ | ​ ​ | ​ ​ | ​ 2023 ​ | ​ ​ |
| --- | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: |
| Net income (loss) margin | ​ | ​ | 1.3% | ​ | ​ | 3.4% | ​ | ​ | (0.9%) | ​ | ​ | 2.1% |
| Other interest expense, net | ​ | ​ | 2.0% | ​ | ​ | 1.8% | ​ | ​ | 2.3% | ​ | ​ | 1.9% |
| Depreciation and amortization | ​ | ​ | 1.1% | ​ | ​ | 0.9% | ​ | ​ | 1.2% | ​ | ​ | 0.9% |
| Income tax expense (benefit) | ​ | ​ | 0.4% | ​ | ​ | 0.7% | ​ | ​ | (0.0%) | ​ | ​ | 0.4% |
| Subtotal EBITDA margin | ​ | ​ | 4.8% | ​ | ​ | 6.8% | ​ | ​ | 2.6% | ​ | ​ | 5.3% |
| Long-lived asset impairment (a) | ​ | ​ | 0.3% | ​ | ​ | 0.0% | ​ | ​ | 0.3% | ​ | ​ | 0.2% |
| Lease termination (b) | ​ | ​ | 0.0% | ​ | ​ | — | ​ | ​ | 0.0% | ​ | ​ | — |
| Loss (gain) on sale or disposal of assets, net (c) | ​ | ​ | 0.4% | ​ | ​ | (0.0%) | ​ | ​ | 0.3% | ​ | ​ | (0.2%) |
| Equity-based compensation (d) | ​ | ​ | 0.3% | ​ | ​ | 0.3% | ​ | ​ | 0.3% | ​ | ​ | 0.4% |
| Restructuring costs (e) | ​ | ​ | — | ​ | ​ | 0.2% | ​ | ​ | — | ​ | ​ | 0.1% |
| Loss and impairment on investments in equity securities (f) | ​ | ​ | 0.0% | ​ | ​ | 0.0% | ​ | ​ | 0.0% | ​ | ​ | 0.0% |
| Adjusted EBITDA margin | ​ | ​ | 5.8% | ​ | ​ | 7.3% | ​ | ​ | 3.6% | ​ | ​ | 5.9% |

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. 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 termination of operating leases resulting from 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 gains and losses 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 restructuring costs relating to Active Sports Restructuring during the three and six months ended June 30, 2023. These restructuring costs include one-time termination benefits, incremental inventory reserve charges, and 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.

(f) Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments. During the six months ended June 30, 2023, this amount included a $1.3 million impairment on an equity method investment.

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

We define “Adjusted Net Income (Loss) Attributable to Camping World Holdings, Inc. – Basic” as net income (loss) 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, gains and losses on sale or disposal of assets, net, equity-based compensation, loss and impairment on investments in equity securities, other unusual or one-time items, the income tax benefit (expense) effect of these adjustments, and the effect of net income (loss) attributable to non-controlling interests from these adjustments.

We define “Adjusted Net Income (Loss) Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net Income (Loss) Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income (loss) 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 (Loss) Per Share – Basic” as Adjusted Net Income (Loss) Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted Earnings (Loss) Per Share – Diluted” as Adjusted Net Income (Loss) 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 (Loss) Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income (Loss) Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings (Loss) Per Share – Basic, and Adjusted Earnings (Loss) 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 (Loss) Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income (Loss) Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings (Loss) Per Share – Basic, and Adjusted Earnings (Loss) Per Share – Diluted to the most directly comparable GAAP financial performance measure:

*(In thousands except per share amounts)*

| ​ ​ Numerator: | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (loss) attributable to Camping World Holdings, Inc. | ​ | $9,771 | ​ | $28,703 | ​ | $(12,536) | ​ | $31,872 |
| Adjustments related to basic calculation: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Long-lived asset impairment (a): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 4,584 | ​ | ​ 477 | ​ | ​ 10,411 | ​ | ​ 7,522 |
| Income tax expense for above adjustment (b) | ​ | ​ (607) | ​ | ​ (64) | ​ | ​ (1,378) | ​ | ​ (1,002) |
| Lease termination (c): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 40 | ​ | ​ — | ​ | ​ 40 | ​ | ​ — |
| Income tax expense for above adjustment (b) | ​ | ​ (5) | ​ | ​ — | ​ | ​ (5) | ​ | ​ — |
| Loss (gain) on sale or disposal of assets (d): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 7,945 | ​ | ​ (145) | ​ | ​ 9,530 | ​ | ​ (5,132) |
| Income tax (expense) benefit for above adjustment (b) | ​ | ​ (1,052) | ​ | ​ 19 | ​ | ​ (1,262) | ​ | ​ 684 |
| Equity-based compensation (e): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 5,397 | ​ | ​ 6,492 | ​ | ​ 10,594 | ​ | ​ 12,850 |
| Income tax expense for above adjustment (b) | ​ | ​ (722) | ​ | ​ (872) | ​ | ​ (1,417) | ​ | ​ (1,729) |
| Restructuring costs (f): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ — | ​ | ​ 3,259 | ​ | ​ — | ​ | ​ 3,259 |
| Income tax expense for above adjustment (b) | ​ | ​ — | ​ | ​ (434) | ​ | ​ — | ​ | ​ (434) |
| Loss and impairment on investments in equity securities (g): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 81 | ​ | ​ 184 | ​ | ​ 175 | ​ | ​ 1,683 |
| Income tax expense for above adjustment (b) | ​ | ​ (11) | ​ | ​ (25) | ​ | ​ (23) | ​ | ​ (225) |
| Adjustment to net income (loss) attributable to non-controlling interests resulting from the above adjustments (h) | ​ | ​ (8,481) | ​ | ​ (4,855) | ​ | ​ (14,452) | ​ | ​ (9,543) |
| Adjusted net income (loss) attributable to Camping World Holdings, Inc. – basic | ​ | ​ 16,940 | ​ | ​ 32,739 | ​ | ​ (323) | ​ | ​ 39,805 |
| Adjustments related to diluted calculation: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Reallocation of net income (loss) attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (i) | ​ | ​ 39 | ​ | ​ 151 | ​ | ​ (38) | ​ | ​ — |
| Income tax on reallocation of net income (loss) attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j) | ​ | ​ (9) | ​ | ​ (37) | ​ | ​ 10 | ​ | ​ — |
| Reallocation of net income (loss) attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (i) | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 47,298 |
| Income tax on reallocation of net income (loss) attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (j) | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (11,586) |
| Adjusted net income (loss) attributable to Camping World Holdings, Inc. – diluted | ​ | $16,970 | ​ | $32,853 | ​ | $(351) | ​ | $75,517 |
| **Denominator:** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Weighted-average Class A common shares outstanding – basic | ​ | ​ 45,093 | ​ | ​ 44,490 | ​ | ​ 45,070 | ​ | ​ 44,473 |
| Adjustments related to diluted calculation: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (k) | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 40,045 |
| Dilutive options to purchase Class A common stock (k) | ​ | ​ — | ​ | ​ 29 | ​ | ​ 14 | ​ | ​ 22 |
| Dilutive restricted stock units (k) | ​ | ​ 151 | ​ | ​ 285 | ​ | ​ 207 | ​ | ​ 243 |
| Adjusted weighted average Class A common shares outstanding – diluted | ​ | ​ 45,244 | ​ | ​ 44,804 | ​ | ​ 45,291 | ​ | ​ 84,783 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjusted earnings (loss) per share - basic | ​ | $0.38 | ​ | $0.74 | ​ | $(0.01) | ​ | $0.90 |
| Adjusted earnings (loss) per share - diluted | ​ | $0.38 | ​ | $0.73 | ​ | $(0.01) | ​ | $0.89 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

50

*(In thousands except per share amounts)*

| ​ ​ Anti-dilutive amounts (l): Numerator: | ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2024 ​ ​ ​ ​ | ​ ​ ​ | ​ ​ 2023 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2024 ​ ​ ​ ​ | ​ ​ ​ | ​ ​ 2023 ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reallocation of net income (loss) attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (i) | ​ | $22,085 | ​ | $40,724 | ​ | $(366) | ​ | $— |
| Income tax on reallocation of net income (loss) attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (j) | ​ | $(5,126) | ​ | $(9,934) | ​ | $592 | ​ | $— |
| **Denominator:** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (k) | ​ | ​ 40,045 | ​ | ​ 40,045 | ​ | ​ 40,045 | ​ | ​ — |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Reconciliation of per share amounts:** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Earnings (loss) per share of Class A common stock — basic | ​ | $0.22 | ​ | $0.65 | ​ | $(0.28) | ​ | $0.72 |
| Non-GAAP Adjustments (m) | ​ | ​ 0.16 | ​ | ​ 0.09 | ​ | ​ 0.27 | ​ | ​ 0.18 |
| Adjusted earnings (loss) per share - basic | ​ | $0.38 | ​ | $0.74 | ​ | $(0.01) | ​ | $0.90 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Earnings (loss) per share of Class A common stock — diluted | ​ | $0.22 | ​ | $0.64 | ​ | $(0.28) | ​ | $0.71 |
| Non-GAAP Adjustments (m) | ​ | ​ 0.16 | ​ | ​ 0.09 | ​ | ​ 0.27 | ​ | ​ 0.18 |
| Adjusted earnings (loss) per share - diluted | ​ | $0.38 | ​ | $0.73 | ​ | $(0.01) | ​ | $0.89 |

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. 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 current and deferred income tax expense or benefit effect of the above adjustments. This assumption uses effective tax rates of 25.0% and 25.3% for the adjustments for the 2024 and 2023 periods, which represent the estimated tax rates that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c) Represents the loss on termination of operating leases resulting from 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.

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

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

(f) Represents restructuring costs relating to Active Sports Restructuring during the three and six months ended June 30, 2023. These restructuring costs include one-time termination benefits, incremental inventory reserve charges, and 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 loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments. During the six months ended June 30, 2023, this amount included a $1.3 million impairment on an equity method investment.

(h) Represents the adjustment to net income (loss) attributable to non-controlling interests resulting from the above adjustments that impact the net income (loss) of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 47.0% and 47.4% for the three months ended June 30, 2024 and 2023, respectively, and 47.0% and 47.4% for the six months ended June 30, 2024 and 2023, respectively.

(i) Represents the reallocation of net income (loss) 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.

(j) Represents the income tax expense effect of the above adjustment for reallocation of net income (loss) attributable to non-controlling interests. This assumption uses effective tax rates of 25.0% and 25.3% for the adjustments for the 2024 and 2023 periods.

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

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

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

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 (loss) 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 (loss) 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 (l) above).

#### SG&A Excluding Equity-based Compensation

We define “SG&A Excluding Equity-based Compensation” as SG&A before Equity-based Compensation relating to SG&A. We caution investors that amounts presented in accordance with our definition of SG&A Excluding Equity-based Compensation may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate SG&A Excluding Equity-based Compensation in the same manner. We present SG&A Excluding Equity-based Compensation because we believe that investors’ understanding of our performance and drivers of our other Non-GAAP Financial Measures, such as Adjusted EBITDA, is enhanced by including this Non-GAAP Financial Measure as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles SG&A Excluding Equity-based Compensation to the most directly comparable GAAP financial performance measure:

*($ in thousands)*

| ​ ​ SG&A Excluding Equity-based Compensation: | ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2024 ​ ​ | ​ ​ ​ | ​ ​ 2023 ​ ​ | ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2024 ​ ​ | ​ ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| SG&A | ​ | $419,676 | ​ | $420,887 | ​ | $791,149 | ​ | $786,613 |
| Equity-based Compensation - SG&A | ​ | ​ (5,308) | ​ | ​ (6,270) | ​ | ​ (10,413) | ​ | ​ (12,497) |
| SG&A Excluding Equity-based Compensation | ​ | $414,368 | ​ | $414,617 | ​ | $780,736 | ​ | $774,116 |
| As a percentage of gross profit | ​ | ​ 75.7% | ​ | ​ 72.6% | ​ | ​ 82.2% | ​ | ​ 76.5% |

### Liquidity and Capital Resources

### General

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new store locations, the improvement and expansion of existing store 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), and borrowings under our Real Estate Facilities (as defined in Part I, Item 1 of this Form 10-Q).

Our additional liquidity needs are expected to include public company costs, payment of 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 13 — Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

#### Stock Repurchase Program

During the three months ended June 30, 2024, we did not repurchase Class A common stock under our stock repurchase program, which expires on December 31, 2025. As of June 30, 2024, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock.

#### Dividends

We announced on August 1, 2023, that the Board of Directors approved a decrease of the quarterly cash dividend to $0.125 per share of Class A common stock from $0.625 per share, beginning with the quarterly cash dividend to be paid in September 2023. For the quarter ended June 30, 2024, we paid our quarterly cash dividend of $0.125 per share of Class A common stock for an aggregate $5.6 million. This dividend was funded entirely from the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of our Annual Report), with no portion funded by common unit cash distributions from CWGS, LLC. We believe that this decrease in the quarterly cash dividend will help us continue to execute our expansion plans through accretive RV dealership acquisitions.

Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant. 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 six months ended June 30, 2024, the RV and Outdoor Retail segment purchased real property for an aggregate purchase price of $1.2 million.

Over the next twelve months, our expansion of dealerships through construction and acquisition is expected to cost between $40.0 million and $90.0 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements. These cost estimates exclude amounts for acquired inventories, which are primarily financed through our Floor Plan Facility. Additionally, the cost estimates do not consider potential funding received through sale leaseback transactions or other means for real estate and construction activities. We are in the early stages of evaluating additional dealership acquisition opportunities and will update our cost estimates in future periodic reports, if necessary, as there are further developments. 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.

#### 2019 Strategic Shift and Active Sports Restructuring

See “Restructuring” above for a summary of the ongoing cash requirements related to our restructuring activities.

#### Supplier Agreement

In connection with the divestiture of its RV furniture business (“CWDS”), we entered into a supplier agreement (“Supplier Agreement”) with the buyer that requires us to purchase an aggregate $250.0 million of product over the approximately 10-year term of the Supplier Agreement. See Note 5 — Assets Held for Sale and Business Divestiture to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a discussion of the divestiture of CWDS.

#### 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). 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 store locations, 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, and our Real Estate Facilities, 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 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 June 30, 2024, December 31, 2023, and June 30, 2023, we had working capital of $379.1 million, $401.3 million, and $601.9 million, respectively, including $23.7 million, $39.6 million, and $54.5 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $99.0 million, $92.4 million, and $96.9 million as of June 30, 2024, December 31, 2023, and June 30, 2023, 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 June 30, 2024 was $199.5 million, $70.2 million 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 six months ended June 30, 2024 and 2023:

*(In thousands)*

| ​ ​ ​ | ​ ​ ​ ​ Six Months Ended June 30, 2024 | ​ ​ | ​ ​ ​ ​ 2023 |
| --- | --- | --- | --- |
| Net cash provided by operating activities | $84,341 | **​** | $227,964 |
| Net cash used in investing activities | ​ (54,931) | **​** | ​ (131,907) |
| Net cash used in financing activities | ​ (45,314) | **​** | ​ (171,730) |
| Net decrease in cash and cash equivalents | $(15,904) | **​** | $(75,673) |
| ​ | ​ ​ | ​ | ​ ​ |

*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 $84.3 million in the six months ended June 30, 2024, a decrease of $143.6 million from $228.0 million of net cash provided by operating activities in the six months ended June 30, 2023. The decrease was primarily due to a $97.0 million reduction in net income, a $47.9 million decrease in the working capital adjustment for inventory, a $28.7 million decrease in working capital adjustment for prepaid expenses and other assets, a $16.7 million decrease in the working capital adjustment for receivables and contracts in transit, a $2.3 million decrease in equity-based compensation, and a $2.0 million decrease in non-cash lease expense, partially offset by a $22.3 million increase in working capital adjustment for accounts payable and other accrued expenses, a $14.7 million increase in loss on sale or disposal of assets, a $7.5 million in increase in depreciation and amortization, a $6.2 million increase in the working capital adjustment for deferred revenue, and a $2.9 million increase in long-lived asset impairment.

*Investing activities.* Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of RV dealership locations. Substantially all of our new RV dealership 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 six months ended June 30, 2024 and 2023:

*(In thousands)*

| ​ ​ ​ | ​ ​ ​ ​ Six Months Ended June 30, 2024 | ​ ​ | ​ ​ ​ ​ 2023 |
| --- | --- | --- | --- |
| IT hardware and software | $9,064 | **​** | $5,639 |
| Greenfield and acquired dealership locations | ​ 18,389 | ​ | ​ 18,873 |
| Existing store locations | ​ 17,246 | ​ | ​ 23,944 |
| Corporate and other | ​ 3,854 | ​ | ​ 4,607 |
| Total capital expenditures | $48,553 | ​ | $53,063 |
| ​ | ​ ​ | ​ | ​ ​ |

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, 2024 are discussed above. As of June 30, 2024, we had entered into contracts for construction of new dealership buildings for an aggregate future commitment of capital expenditures of $14.6 million. There were no other material commitments for capital expenditures as of June 30, 2024.

Net cash used in investing activities was $54.9 million for the six months ended June 30, 2024. The $54.9 million of cash used in investing activities was comprised of $62.3 million for the acquisition of RV dealerships and a tire delivery service business, net of cash acquired, $48.6 million of capital expenditures primarily related to retail locations, $1.2 million for the purchase of real property, and $0.1 million for the purchases of intangible assets, partially offset by $31.2 million of proceeds from the sale of real property, $20.0 million in proceeds from the divestiture of a business, $3.6 million of proceeds from the sale of property and equipment, and $2.6 million of proceeds from the sale of intangible assets.

Net cash used in investing activities was $131.9 million for the six months ended June 30, 2023. The $131.9 million of cash used in investing activities was comprised of $74.4 million for the acquisition of RV dealerships, net of cash acquired, $53.1 million of capital expenditures primarily related to retail locations, $37.0 million for the purchases of real property, $3.4 million for the purchase of and loans to other investments, and $1.7 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $35.6 million and proceeds of $2.0 million from the sale of property and equipment. See Note 12 – Acquisitions to our condensed consolidated financial statements included in Part 1, Item 1 of this Form 10-Q.

*Financing activities.* Our financing activities primarily consist of proceeds from the issuance of debt, the repayment of principal, cash dividends to holders of Class A common stock, and cash distributions to holders of CWGS, LLC common units.

Our net cash used in financing activities was $45.3 million for the six months ended June 30, 2024. The $45.3 million of cash used in financing activities was primarily due to $55.6 million of proceeds from long-term debt, $43.0 million from borrowings on revolving line of credit and $0.1 million of proceeds from exercise of stock options, partially offset by $57.4 million of payments on long-term debt, $32.0 million of payments on the revolving line of credit, $19.2 million of net payments on borrowings under the Floor Plan Facility, $18.8 million of member distributions, $11.3 million of dividends paid on Class A common stock, $3.7 million for finance lease payments, $0.9 million of payment of debt issuance costs, and $0.8 million of withholding taxes paid upon the vesting of restricted stock units.

Our net cash used in financing activities was 171.7 million for the six months ended June 30, 2023. The $171.7 million of cash used in financing activities was primarily due to $131.5 million of net payments on borrowings under the Floor Plan Facility, $55.6 million of dividends paid on Class A common stock, $22.8 million of payments on long-term debt, $16.8 million of member distributions, $2.8 million for finance lease payments, $0.9 million for debt issuance costs payments, and $0.6 million of withholding taxes paid upon the vesting of restricted stock units, partially offset by $59.2 million of proceeds from long-term debt and by $0.1 million of proceeds from exercise of stock options.

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

As of June 30, 2024, we had outstanding debt in the form of our Senior Secured Credit Facilities, our Floor Plan Facility, our Real Estate Facilities, other long-term debt, and finance lease obligations. We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities, other long-term debt and finance lease arrangements (see definitions and further details in Note 3 – Inventories and Floor Plan Payables, Note 7 – Long-Term Debt, and Note 8 – Leases to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q) at June 30, 2024:

*(In thousands)*

| ​ ​ Floor Plan Facility: | ​ ​ ​ | ​ ​ ​ Outstanding ​ ​ | ​ ​ ​ | ​ ​ Current Portion ​ ​ | ​ ​ ​ | ​ ​ Remaining Available ​ ​ | ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Notes payable - floor plan | ​ | $1,296,352 | ​ | $1,296,352 | ​ | $225,535 | (1)​ |
| Revolving line of credit | ​ | ​ 31,885 | ​ | ​ — | ​ | ​ 38,115 | (2)​ |
| Senior Secured Credit Facilities: | ​ | **​** ​ | ​ | ​ ​ | ​ | **​** ​ | ​ |
| Term Loan Facility | ​ | **​** 1,340,942 | ​ | ​ 14,015 | ​ | **​** — | ​ |
| Revolving Credit Facility | ​ | **​** — | ​ | ​ — | ​ | **​** 22,750 | (3)​ |
| Other: | ​ | **​** ​ | ​ | ​ ​ | ​ | **​** ​ | ​ |
| Real Estate Facilities | ​ | **​** 189,039 | (4)​ | ​ 9,738 | ​ | **​** 7,390 | (4)​ |
| Other long-term debt | ​ | **​** 8,087 | ​ | ​ 329 | ​ | **​** — | ​ |
| Finance lease obligations | ​ | **​** 141,873 | ​ | ​ 7,335 | ​ | **​** — | ​ |
| ​ | ​ | $3,008,178 | ​ | $1,327,769 | ​ | $293,790 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |

(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. The Floor Plan Facility also includes an accordion feature allowing us, at our option, to request to increase the aggregate amount of the floor plan notes payable in $50.0 million increments up to a maximum amount of $300.0 million. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature.

(2) The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of June 30, 2024.

(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 7 – Long-Term Debt to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q). The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million to $22.8 million in light of this financial covenant at June 30, 2024.

(4) Additional borrowings on the Real Estate Facilities are subject to a debt service coverage ratio covenant and to the property collateral requirements under the Real Estate Facilities. Under the M&T Real Estate Facility, we have an option to request an additional $100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase.

We have experienced an increase in interest rates, which are expected to begin to decrease during the second half of 2024. As of June 30, 2024 and 2023, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.87% and 7.35%, respectively. As of June 30, 2024 and 2023, the average interest rate for the Term Loan Facility was 7.96% and 7.66%, respectively. The increase in interest rates and, to a lesser extent, a higher average outstanding floor plan balance have resulted in a combined year-over-year increase of our floor plan interest expense and other interest expense, net of $9.8 million and $21.8 million for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023, respectively.

### 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. During the six months ended June 30, 2024, we entered into sale-leaseback transactions for two properties associated with store locations in the RV and Outdoor Retail segment. We received consideration of $23.5 million of cash and recorded a gain of $0.1 million that is included in loss (gain) on sale or disposal of assets in the condensed consolidated statements of income for the six months ended June 30, 2024. We entered into a 20-year lease agreement as the lessee with each buyer of the properties.

### 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 June 30, 2024 was $166.0 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, 268 characters.

For a discussion of the Company’s quantitative and qualitative disclosures about market risks, see Item 7A. Quantitative and Qualitative Disclosures About Market Risks, in our Annual Report. As of June 30, 2024, there have been no material changes in this information.

## Controls and procedures

As filed, 1,640 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 June 30, 2024.

#### Changes in Internal Control over Financial Reporting

There were no 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 June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 2,500 characters.

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report other than with respect to the risk factors described below.

***If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.***

Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales, marketing, and service personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially and adversely affected. Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer, Marcus Lemonis. The loss of any member of our senior management team, or our failure to successfully manage any transitions in senior management or the integration of senior management into new roles could impair our ability to execute our business plan and could therefore have a material adverse effect on our business, results of operations and financial condition.

For example, on June 1, 2024, Brent L. Moody, our President at the time, and Karin L. Bell, our Chief Financial Officer at the time, announced their resignations from their President and Chief Financial Officer positions, respectively, effective July 1, 2024 and each transitioned to a role of Senior Advisor through their retirement dates of December 31, 2024 for Mr. Moody and the date that we file our Form 10-K with the SEC for the year ended December 31, 2024 for Ms. Bell. Mr. Moody will continue to serve as a member of our Board of Directors. Effective July 1, 2024, Matthew D. Wagner was appointed as our President and will continue to serve as our principal operating officer. Additionally, effective July 1, 2024, Thomas E. Kirn was appointed as our Chief Financial Officer and principal financial officer. He will continue to serve as our principal accounting officer.

Additionally, certain members of our management team, including Mr. Lemonis, currently pursue and may continue to pursue other business ventures, which could divert their attention from executing on our business plan and objectives. We do not currently maintain key-man life insurance policies on any member of our senior management team or other key employees.

Filed Aug 1, 2024.
Source: SEC EDGAR, the filing index for accession 0001558370-24-010595. Last ingested by Listed: Nov 2, 2026, 16:52 ET. No prices; not investment advice.