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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

Commission file number: 001-37908

CAMPING WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-1737145
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 Marriott Drive

Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

Telephone: (847) 808-3000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock,

$0.01 par value per share

CWH

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ⌧	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of April 25, 2025, the registrant had 62,569,449 shares of Class A common stock, 39,466,964 shares of Class B common stock and one share of Class C common stock outstanding.

Table of Contents

Camping World Holdings, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2025

TABLE OF CONTENTS


		Page


PART I. FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)	5
	Unaudited Condensed Consolidated Balance Sheets – March 31, 2025, December 31, 2024, and March 31, 2024	5
	Unaudited Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, 2025 and 2024	7
	Unaudited Condensed Consolidated Statements of Cash Flows –Three Months Ended March 31, 2025 and 2024	8
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4	Controls and Procedures	49

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	50
Item 1A	Risk Factors	50
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3	Defaults Upon Senior Securities	51
Item 4	Mine Safety Disclosures	51
Item 5	Other Information	51
Item 6	Exhibits	51

Signatures		54

Table of Contents

BASIS OF PRESENTATION

As used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless the context otherwise requires, references to:

●

“we,” “us,” “our,” “CWH,” the “Company,” “Camping World” and similar references refer to Camping World Holdings, Inc., and, unless referenced as “CWH” or otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC, which we refer to as “CWGS, LLC” and, unless otherwise stated, all of its subsidiaries.

●

"Active Customer" refers to 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 March 31, 2025, our most recently completed fiscal quarter.

●

“Annual Report” refers to our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2025.

●

“Continuing Equity Owners” refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profits Unit Holders and each of their permitted transferees that own common units in CWGS, LLC and who may redeem at each of their options their common units for, at our election (determined solely by our independent directors within the meaning of the rules of the New York Stock Exchange who are disinterested), cash or newly-issued shares of our Class A common stock. Direct exchanges of common units in CWGS, LLC by the Continuing Equity Owners with CWH for Class A common stock are included in the reference to “redemptions” in relation to common units in CWGS, LLC.

●

“Former Profits Unit Holders” refers collectively to Brent L. Moody, Andris A. Baltins and K. Dillon Schickli, who are members of our Board of Directors, and certain other current and former non-executive employees, former executive officers, and former directors, in each case, who held common units of CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and received common units of CWGS, LLC in exchange for their profits units in CWGS, LLC.

●

“ML Acquisition” refers to ML Acquisition Company, LLC, a Delaware limited liability company that is indirectly controlled by our Chairman and Chief Executive Officer, Marcus A. Lemonis.

●

“RV” refers to recreational vehicles.

●

“Tax Receivable Agreement” refers to the tax receivable agreement that the Company entered into with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. in connection with the Company’s IPO.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this Form 10-Q may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected new store location openings and closures, including greenfield locations and acquired locations; sufficiency of our sources of liquidity and capital and potential need for additional financing; our stock repurchase program; future capital expenditures and debt service obligations; refinancing, retirement or exchange of outstanding debt; expectations regarding industry trends and consumer behavior and growth; our product offerings and strategy; inventory management; volatility in sales and potential impact of miscalculating the demand for our products or our product mix; expectations regarding increase of certain expenses in connection with our growth and new or increased tariffs; expectations regarding acquisitions of RV dealerships; cost reduction initiatives and expected cost savings; our human capital initiatives; expectations regarding our pending litigation, and our plans related to dividend payments, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to, the following:

●

general economic conditions in our markets, including inflation and interest rates, as well as the health of the RV industry, and ongoing economic and financial uncertainties;

●

the availability and cost of financing to us and our customers;

●

fuel shortages, high prices for fuel, or changes in energy sources;

●

the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc.;

●

changes in consumer preferences for our products or our failure to gauge those preferences;

●

competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast;

●

our expansion into new, unfamiliar markets, businesses, or product lines or categories, as well as delays in opening new RV dealership locations, including greenfield locations and acquisitions;

●

unforeseen expenses, difficulties, and delays encountered in connection with acquisitions;

●

our ability to maintain the strength and value of our brands;

●

our ability to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends;

●

fluctuations in our same store revenue and whether such revenue will be a meaningful indicator of future performance;

●

the cyclical and seasonal nature of our business;

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our ability to operate and expand our business and to respond to changing business and economic conditions, which depends on the availability of adequate capital;

●

the restrictive covenants imposed by our Senior Secured Credit Facilities and Floor Plan Facility;

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our ability to execute and achieve the expected benefits of our cost cutting initiatives and impairment charges incurred in connection with previous restructuring initiatives may be materially higher than expected or anticipated;

●

our reliance on our fulfillment and distribution centers for our retail and e-commerce businesses, which may be susceptible to a natural disaster or other serious disruption at any such facility;

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natural disasters, whether or not caused by climate change, unusual weather conditions, epidemic outbreaks, terrorist acts and political events;

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our dependence on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations;

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certain of the products that we sell are manufactured abroad and any delays, new or increased tariffs, increased cost or quality control deficiencies in the importation of these products;

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whether third-party lending institutions and insurance companies will continue to provide financing for RV purchases, insurance and extended service contracts that relate to a portion of our net income;

●

our ability to retain senior executives and attract and retain other qualified employees;

●

risks associated with leasing substantial amounts of space;

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our private brand offerings exposing us to various risks;

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whether we incur asset impairment charges for goodwill, intangible assets or other long-lived assets;

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our business is subject to numerous federal, state and local regulations and litigation risk;

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risks related to a failure in our e-commerce operations, security breaches and cybersecurity risks;

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our inability to maintain or upgrade our information technology systems or our inability to convert to alternate systems in an efficient and timely manner;

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risks related to disruptions or breaches involving our or our third-party providers’ information technology systems or confidential information or our failure to meet increasingly demanding regulatory requirements;

●

material weaknesses in our internal control over financial reporting;

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risks relating to our organizational structure and to ownership of shares of our Class A common stock; and

●

the other factors set forth under ‘‘Risk Factors’’ in Item 1A of Part I of our Annual Report and in our other filings with the SEC.

These risks may cause our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements.

Any forward-looking statements made herein speak only as of the date of this Form 10-Q, and you should not rely on forward-looking statements as predictions of future events. Although we believe that the

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expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future effects, results, performance, or achievements reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Form 10-Q or to conform these statements to actual results or revised expectations.

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Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In Thousands Except Per Share Amounts)


	March 31,		December 31,		March 31,
	2025		2024		2024
Assets
Current assets:
Cash and cash equivalents	$	20,916	$	208,422	$	29,718
Contracts in transit		149,113		61,222		154,231
Accounts receivable, net		118,800		120,412		100,246
Inventories		2,119,169		1,821,837		2,077,592
Prepaid expenses and other assets		74,418		58,045		68,833
Assets held for sale		20,536		1,350		6,276
Total current assets		2,502,952		2,271,288		2,436,896

Property and equipment, net		886,244		846,760		878,956
Operating lease assets		749,177		739,352		768,903
Deferred tax assets, net		210,586		215,140		197,484
Intangible assets, net		18,520		19,469		12,998
Goodwill		747,802		734,023		735,680
Other assets		31,929		37,245		36,013
Total assets	$	5,147,210	$	4,863,277	$	5,066,930
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	250,884	$	145,346	$	205,006
Accrued liabilities		160,711		118,557		148,674
Deferred revenues		89,084		92,124		95,854
Current portion of operating lease liabilities		65,653		61,993		60,663
Current portion of finance lease liabilities		7,646		7,044		19,014
Current portion of Tax Receivable Agreement liability		1,700		—		12,943
Current portion of long-term debt		23,147		23,275		25,651
Notes payable – floor plan, net		1,320,687		1,161,713		1,414,696
Other current liabilities		74,129		70,900		72,783
Total current liabilities		1,993,641		1,680,952		2,055,284

Operating lease liabilities, net of current portion		769,518		764,113		796,770
Finance lease liabilities, net of current portion		130,596		131,004		136,284
Tax Receivable Agreement liability, net of current portion		148,672		150,372		149,866
Revolving line of credit		—		—		31,885
Long-term debt, net of current portion		1,488,388		1,493,318		1,545,165
Deferred revenues		62,699		63,642		65,970
Other long-term liabilities		94,885		94,927		89,528
Total liabilities		4,688,399		4,378,328		4,870,752
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share – 20,000 shares authorized; none issued and outstanding		—		—		—
Class A common stock, par value $0.01 per share – 250,000 shares authorized; 62,569, 62,502 and 49,571 shares issued and outstanding, respectively		626		625		496
Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466 shares issued and outstanding		4		4		4
Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding		—		—		—
Additional paid-in capital		197,730		193,692		132,213
Treasury stock, at cost; 4,499 shares at March 31, 2024		—		—		(157,631)
Retained earnings		112,140		132,241		167,686
Total stockholders' equity attributable to Camping World Holdings, Inc.		310,500		326,562		142,768
Non-controlling interests		148,311		158,387		53,410
Total stockholders' equity		458,811		484,949		196,178
Total liabilities and stockholders' equity	$	5,147,210	$	4,863,277	$	5,066,930

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In Thousands Except Per Share Amounts)


	Three Months Ended
	March 31,
	2025		2024
Revenue:
Good Sam Services and Plans	$	46,208	$	45,681
RV and Outdoor Retail
New vehicles		621,432		656,086
Used vehicles		422,351		337,685
Products, service and other		164,992		177,894
Finance and insurance, net		148,667		135,454
Good Sam Club		9,874		11,217
Subtotal		1,367,316		1,318,336
Total revenue		1,413,524		1,364,017
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		17,721		15,183
RV and Outdoor Retail
New vehicles		536,359		565,039
Used vehicles		343,961		278,533
Products, service and other		84,739		101,675
Good Sam Club		1,116		1,190
Subtotal		966,175		946,437
Total costs applicable to revenue		983,896		961,620
Operating expenses:
Selling, general, and administrative		387,445		371,473
Depreciation and amortization		22,544		19,290
Long-lived asset impairment		620		5,827
(Gain) loss on sale or disposal of assets		(1,823)		1,585
Total operating expenses		408,786		398,175
Income from operations		20,842		4,222
Other expense:
Floor plan interest expense		(18,306)		(27,882)
Other interest expense, net		(30,531)		(36,094)
Other expense, net		(158)		(94)
Total other expense		(48,995)		(64,070)
Loss before income taxes		(28,153)		(59,848)
Income tax benefit		3,471		9,042
Net loss		(24,682)		(50,806)
Less: net loss attributable to non-controlling interests		12,402		28,499
Net loss attributable to Camping World Holdings, Inc.	$	(12,280)	$	(22,307)

Loss per share of Class A common stock:
Basic	$	(0.20)	$	(0.50)
Diluted	$	(0.21)	$	(0.51)
Weighted average shares of Class A common stock outstanding:
Basic		62,531		45,047
Diluted		102,426		85,092

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In Thousands)


										Additional							Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Treasury Stock			Retained		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		Shares	Amounts		Earnings		Interest		Total
Balance at January 1, 2025	62,502	$	625	39,466	$	4	—	$	—	$	193,692	—	$	—	$	132,241	$	158,387	$	484,949
Stock-based compensation	—		—	—		—	—		—		4,438	—		—		—		2,832		7,270
Vesting of restricted stock units	109		1	—		—	—		—		446	—		—		—		(447)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	(41)		—	—		—	—		—		(871)	—		—		—		—		(871)
Distributions to holders of LLC common units	—		—	—		—	—		—		—	—		—		—		(34)		(34)
Dividends⁽¹⁾	—		—	—		—	—		—		—	—		—		(7,821)		—		(7,821)
Non-controlling interest adjustment	—		—	—		—	—		—		25	—		—		—		(25)		—
Net loss	—		—	—		—	—		—		—	—		—		(12,280)		(12,402)		(24,682)
Balance at March 31, 2025	62,570	$	626	39,466	$	4	—	$	—	$	197,730	—	$	—	$	112,140	$	148,311	$	458,811

(1)

The Company declared dividends per share of Class A common stock of $0.125 for the three months ended March 31, 2025.


										Additional							Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Treasury Stock			Retained		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		Shares	Amounts		Earnings		Interest		Total
Balance at January 1, 2024	49,571	$	496	39,466	$	4	—	$	—	$	131,665	(4,551)	$	(159,440)	$	195,627	$	89,623	$	257,975
Stock-based compensation	—		—	—		—	—		—		2,751	—		—		—		2,446		5,197
Exercise of stock options	—		—	—		—	—		—		(30)	2		81		—		—		51
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(22)	—		—		—		22		—
Vesting of restricted stock units	—		—	—		—	—		—		(2,234)	74		2,595		—		(361)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	—		—	—		—	—		—		209	(24)		(867)		—		—		(658)
Distributions to holders of LLC common units	—		—	—		—	—		—		—	—		—		—		(9,947)		(9,947)
Dividends⁽²⁾	—		—	—		—	—		—		—	—		—		(5,634)		—		(5,634)
Non-controlling interest adjustment	—		—	—		—	—		—		(126)	—		—		—		126		—
Net loss	—		—	—		—	—		—		—	—		—		(22,307)		(28,499)		(50,806)
Balance at March 31, 2024	49,571	$	496	39,466	$	4	—	$	—	$	132,213	(4,499)	$	(157,631)	$	167,686	$	53,410	$	196,178

(2)

The Company declared dividends per share of Class A common stock of $0.125 for the three months ended March 31, 2024.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)


	Three Months Ended March 31,
	2025		2024
Operating activities
Net loss	$	(24,682)	$	(50,806)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		22,544		19,290
Stock-based compensation		7,270		5,197
Long-lived asset impairment		620		5,827
(Gain) loss on sale or disposal of assets		(1,823)		1,585
Provision for losses on accounts receivable		659		47
Noncash lease expense		14,696		14,037
Accretion of original debt issuance discount		627		584
Noncash interest		1,004		746
Deferred income taxes		4,554		3,610
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit		(90,359)		(66,222)
Inventories		(230,772)		6,026
Prepaid expenses and other assets		(16,742)		(20,713)
Accounts payable and other accrued expenses		101,608		25,194
Deferred revenues		(3,983)		2,678
Operating lease liabilities		(15,455)		(14,440)
Other, net		(2,245)		(622)
Net cash used in operating activities		(232,479)		(67,982)

Investing activities
Purchases of property and equipment		(23,511)		(25,927)
Proceeds from sale of property and equipment		542		143
Purchases of real property		(48,584)		(1,243)
Proceeds from the sale of real property		6,689		23,853
Purchases of businesses, net of cash acquired		(80,564)		(58,800)
Purchases of intangible assets		—		(119)
Proceeds from sale of intangible assets		—		2,595
Net cash used in investing activities	$	(145,428)	$	(59,498)

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)


	Three Months Ended March 31,
	2025		2024
Financing activities
Proceeds from long-term debt	$	—	$	55,624
Payments on long-term debt		(6,268)		(23,406)
Net proceeds on notes payable – floor plan, net		207,781		93,273
Borrowings on revolving line of credit		—		43,000
Payments on revolving line of credit		—		(32,000)
Payments on finance leases		(1,763)		(1,828)
Payments on sale-leaseback arrangement		(51)		(48)
Payment of debt issuance costs		—		(876)
Payments of stock offering costs		(572)		—
Dividends on Class A common stock		(7,821)		(5,634)
Proceeds from exercise of stock options		—		51
RSU shares withheld for tax		(871)		(658)
Distributions to holders of LLC common units		(34)		(9,947)
Net cash provided by financing activities		190,401		117,551

Decrease in cash and cash equivalents		(187,506)		(9,929)
Cash and cash equivalents at beginning of the period		208,422		39,647
Cash and cash equivalents at end of the period	$	20,916	$	29,718

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2025

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three months ended March 31, 2025 and 2024 are unaudited. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025 (“Annual Report”). Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH has sole voting power in and control of the management of CWGS, LLC. As of March 31, 2025, December 31, 2024, and March 31, 2024, CWH owned 61.1%, 61.0%, and 53.0%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.

Revisions to Prior Period Condensed Consolidated Financial Statements

Subsequent to the issuance of the Company's condensed consolidated financial statements for the quarter ended March 31, 2024, the Company's management identified prior period misstatements related to the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in CWGS, LLC, including the associated valuation allowance. As a result, deferred tax assets, net, additional paid-in capital, and income tax benefit (expense) as of and for the years ended December 31, 2023 and 2022 were revised in the Company’s Annual Report. The misstatements impacted the beginning balances of deferred taxes, net, additional paid-in capital, and retained earnings, which have been revised from the amounts previously reported as of March 31, 2024. The Company evaluated the materiality of these errors, both qualitatively and quantitatively, and determined the effect of these revisions was not material to the previously issued financial statements.

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


	As of March 31, 2024
($ in thousands)	As Previously Reported		Adjustment		As Revised
Deferred tax assets, net	$	153,716	$	43,768	$	197,484
Total assets		5,023,162		43,768		5,066,930
Additional paid-in capital		98,828		33,385		132,213
Retained earnings		157,303		10,383		167,686
Total stockholders' equity attributable to Camping World Holdings, Inc.		99,000		43,768		142,768
Total stockholders' equity		152,410		43,768		196,178
Total liabilities and stockholders' equity		5,023,162		43,768		5,066,930

The following table presents the effect of the immaterial misstatements on the condensed consolidated statements of stockholders’ equity for the periods indicated:


	Additional Paid-In Capital						Retained Earnings						Total Stockholders' Equity
($ in thousands)	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised
Balance at January 1, 2024	$	98,280	$	33,385	$	131,665	$	185,244	$	10,383	$	195,627	$	214,207	$	43,768	$	257,975
Stock-based compensation		2,751		—		2,751		—		—		—		5,197		—		5,197
Exercise of stock options		(30)		—		(30)		—		—		—		51		—		51
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options		(22)		—		(22)		—		—		—		—		—		—
Vesting of restricted stock units		(2,234)		—		(2,234)		—		—		—		—		—		—
Repurchases of Class A common stock for withholding taxes on vested RSUs		209		—		209		—		—		—		(658)		—		(658)
Distributions to holders of LLC common units		—		—		—		—		—		—		(9,947)		—		(9,947)
Dividends		—		—		—		(5,634)		—		(5,634)		(5,634)		—		(5,634)
Non-controlling interest adjustment		(126)		—		(126)		—		—		—		—		—		—
Net income		—		—		—		(22,307)		—		(22,307)		(50,806)		—		(50,806)
Balance at March 31, 2024	$	98,828	$	33,385	$	132,213	$	157,303	$	10,383	$	167,686	$	152,410	$	43,768	$	196,178

Seasonality

The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline.

Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels, changes in the costs of the Company’s products including the impact of tariffs, and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater

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disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted the provisions of this ASU as of January 1, 2025, with respect to the annual disclosures beginning with the year ending December 31, 2025, including the presentation of the comparable prior periods. The adoption of this ASU will result in additional annual income tax disclosures and does not otherwise have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement―Reporting Comprehensive Income―Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires that at each interim and annual reporting period entities present a new tabular disclosure in the notes to the financial statements, presenting disaggregation of the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion. Furthermore, the ASU requires entities to include certain amounts that are already required to be disclosed under GAAP in the same disclosure as other disaggregation requirements and disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, entities are required to disclose the total amount of selling expenses and, in annual reporting period, an entity’s definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its condensed consolidated financial statements.

2. Revenue

Contract Assets

As of March 31, 2025, December 31, 2024, and March 31, 2024 contract assets of $9.2 million, $10.0 million and $13.4 million, respectively, relating to RV service revenues, were included in accounts receivable in the accompanying condensed consolidated balance sheets.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the three months ended March 31, 2025, the Company estimates approximately $30.9 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. These estimates consider factors including, but not limited to, average service term, cash received for the period, cancellations, contract extensions, and upgrades.

As of March 31, 2025, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Good Sam Club loyalty program, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at March 31, 2025 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	March 31, 2025
2025	$	74,131
2026		40,345
2027		19,717
2028		9,673
2029		4,966
Thereafter		2,951
Total	$	151,783

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3. Inventories and Floor Plan Payables

Inventories consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2025		2024		2024
Good Sam services and plans	$	219	$	263	$	392
New RVs		1,509,594		1,241,533		1,469,193
Used RVs		406,728		413,546		389,810
Products, parts, accessories and other		202,628		166,495		218,197
	$	2,119,169	$	1,821,837	$	2,077,592

Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement (“Floor Plan Facility”) with a syndication of banks (“Floor Plan Lenders”).

In February 2025, FreedomRoads, LLC entered into an amendment to the Floor Plan Facility, which (a) increased the commitment for floor plan borrowings by $300.0 million to $2.15 billion, (b) increased the commitment for the letter of credit facility by $15.0 million to $45.0 million, and (c) extended the maturity date from September 30, 2026 to the earlier of, if applicable, (i) February 18, 2030 or (ii) March 5, 2028, if the Company’s Term Loan Facility (as defined and discussed in Note 7 — Long-Term Debt) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.

As of March 31, 2025, December 31, 2024, and March 31, 2024, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 6.34%, 6.72%, and 7.87%, respectively.

The outstanding balance of the revolving line of credit under the Floor Plan Facility was paid off in November 2024 and there was no balance outstanding as of March 31, 2025 and December 31, 2024. As of March 31, 2024, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.62%. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are subject to a borrowing base calculation, which did not limit the borrowing capacity at March 31, 2025, December 31, 2024, and March 31, 2024.

Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2025 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FreedomRoads, LLC was in compliance with all financial debt covenants at March 31, 2025, December 31, 2024, and March 31, 2024.

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The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of March 31, 2025 and December 31, 2024, and March 31, 2024 (in thousands):


	March 31,		December 31,		March 31,
	2025		2024		2024
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	2,150,000	$	1,850,000	$	1,850,000
Less: borrowings, net of FLAIR offset account		(1,320,687)		(1,161,713)		(1,414,696)
Less: FLAIR offset account⁽¹⁾		(157,863)		(79,472)		(147,654)
Additional borrowing capacity		671,450		608,815		287,650
Less: short-term payable for sold inventory⁽²⁾		(81,959)		(33,152)		(91,299)
Less: purchase commitments⁽³⁾		(55,125)		(9,340)		(31,551)
Unencumbered borrowing capacity	$	534,366	$	566,323	$	164,800

Revolving line of credit:	$	70,000	$	70,000	$	70,000
Less: borrowings		—		—		(31,885)
Additional borrowing capacity	$	70,000	$	70,000	$	38,115

Letters of credit:
Total commitment	$	45,000	$	30,000	$	30,000
Less: outstanding letters of credit		(14,300)		(14,300)		(12,300)
Additional letters of credit capacity	$	30,700	$	15,700	$	17,700

(1)

Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.

(2)

The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short-term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the condensed consolidated balance sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the condensed consolidated statements of cash flows.

(3)	Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding.

4. Long-Lived Asset Impairment

During the three months ended March 31, 2025 and 2024, the Company had indicators of impairment of the long-lived assets for certain locations. Such indicators primarily included decreases in market rental rates or decreases in the market value of real property for closed locations, and the Company’s review of location performance in the normal course of business. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.

The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.

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The following table details long-lived asset impairment charges by type of long-lived asset, all of which relate to the RV and Outdoor Retail segment (in thousands):


	Three Months Ended March 31,
	2025		2024
Long-lived asset impairment charges by type of long-lived asset:
Leasehold improvements	$	190	$	2,285
Operating lease right of use assets		—		1,290
Building and improvements		430		2,252
Total long-lived asset impairment charges	$	620	$	5,827

5. Assets Held for Sale

As of March 31, 2025, December 31, 2024, and March 31, 2024, three, two, and three RV and Outdoor Retail segment properties, respectively, met the criteria to be classified as held for sale. Also, as of March 31, 2025, certain assets related to one RV dealership met the criteria to be classified as held for sale, which included an allocation of goodwill of the RV and Outdoor Retail reporting unit based on the RV dealership’s relative fair value.

The following table presents the components of assets held for sale at March 31, 2025, December 31, 2024, and March 31, 2024 (in thousands):


	March 31,		December 31,		March 31,
	2025		2024		2024
Assets held for sale:
Inventories	$	7,588	$	—	$	—
Goodwill		3,414		—		—
Property and equipment, net		9,534		1,350		6,276
	$	20,536	$	1,350	$	6,276

6. Goodwill and Intangible Assets

Goodwill

The following table presents a summary of changes in the Company’s goodwill by segment for the three months ended March 31, 2025 and 2024 and nine months ended December 31, 2024 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at December 31, 2023 (excluding impairment charges)	$	71,118	$	881,941	$	953,059
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at December 31, 2023		24,234		686,988		711,222
Acquisitions		—		24,458		24,458
Balance at March 31, 2024		24,234		711,446		735,680
Acquisitions		1,561		5,682		7,243
Divestiture ⁽¹⁾		—		(8,900)		(8,900)
Balance at December 31, 2024		25,795		708,228		734,023
Acquisitions		—		17,193		17,193
Reclassification to assets held for sale ⁽²⁾		—		(3,414)		(3,414)
Balance at March 31, 2025	$	25,795	$	722,007	$	747,802

(1)	In May 2024, the Company closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”).

(2)	See Note 5 – Assets Held for Sale for further details.

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Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at March 31, 2025, December 31, 2024 and March 31, 2024 (in thousands):


	March 31, 2025
	Carrying		Accumulated
	Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,740	$	(9,611)	$	129
Trademarks and trade names		2,132		(414)		1,718
Websites and developed technology		3,650		(1,753)		1,897
RV and Outdoor Retail:
Customer lists, domain names and other		4,154		(2,853)		1,301
Supplier lists and agreements		9,500		(816)		8,684
Trademarks and trade names		26,526		(22,340)		4,186
Websites and developed technology		6,348		(5,743)		605
	$	62,050	$	(43,530)	$	18,520

	December 31, 2024
	Carrying		Accumulated
	Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,740	$	(9,537)	$	203
Trademarks and trade names		2,132		(379)		1,753
Websites and developed technology		3,650		(1,614)		2,036
RV and Outdoor Retail:
Customer lists and domain names		4,154		(2,752)		1,402
Supplier lists and agreements		9,500		(594)		8,906
Trademarks and trade names		26,526		(22,005)		4,521
Websites and developed technology		6,348		(5,700)		648
	$	62,050	$	(42,581)	$	19,469

	March 31, 2024
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,740	$	(9,316)	$	424
Trademarks and trade names		2,132		(273)		1,859
Websites and developed technology		3,050		(1,227)		1,823
RV and Outdoor Retail:
Customer lists and domain names and other		5,543		(3,439)		2,104
Supplier lists and agreements		1,696		(1,187)		509
Trademarks and trade names		27,251		(21,725)		5,526
Websites and developed technology		6,344		(5,591)		753
	$	55,756	$	(42,758)	$	12,998

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7. Long-Term Debt

Outstanding long-term debt consisted of the following (in thousands):


	March 31,		December 31,		March 31,
	2025		2024		2024
Term Loan Facility ⁽¹⁾	$	1,332,960	$	1,335,535	$	1,343,580
Real Estate Facilities ⁽²⁾		170,732		173,132		219,068
Other Long-Term Debt		7,843		7,926		8,168
Subtotal		1,511,535		1,516,593		1,570,816
Less: current portion		(23,147)		(23,275)		(25,651)
Total	$	1,488,388	$	1,493,318	$	1,545,165

(1)	Net of $9.0 million, $9.6 million, and $11.4 million of original issue discount at March 31, 2025, December 31, 2024, and March 31, 2024, respectively, and $3.5 million, $3.8 million, and $4.4 million of finance costs at March 31, 2025, December 31, 2024, and March 31, 2024, respectively.

(2)	Net of $2.8 million, $3.1 million, and $3.9 million of finance costs at March 31, 2025, December 31, 2024, and March 31, 2024, respectively.

Senior Secured Credit Facilities

As of March 31, 2025, December 31, 2024, and March 31, 2024, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and collectively the “Senior Secured Credit Facilities”).

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):


	March 31,		December 31,		March 31,
	2025		2024		2024
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,400,000	$	1,400,000	$	1,400,000
Less: cumulative principal payments		(54,553)		(51,049)		(40,538)
Less: unamortized original issue discount		(8,973)		(9,600)		(11,433)
Less: unamortized finance costs		(3,514)		(3,816)		(4,449)
		1,332,960		1,335,535		1,343,580
Less: current portion		(14,015)		(14,015)		(14,015)
Long-term debt, net of current portion	$	1,318,945	$	1,321,520	$	1,329,565
Revolving Credit Facility:
Total commitment	$	65,000	$	65,000	$	65,000
Less: outstanding letters of credit		(4,902)		(4,902)		(4,930)
Less: total net leverage ratio borrowing limitation		(37,348)		(37,348)		(37,320)
Additional borrowing capacity	$	22,750	$	22,750	$	22,750

As of March 31, 2025, December 31, 2024, and March 31, 2024, the average interest rate on the Term Loan Facility was 6.94%, 6.97%, and 7.94%, respectively, and the effective interest rate was 7.18%, 7.43%, and 8.18%, respectively.

Management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2025 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35%

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of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of March 31, 2025, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants at March 31, 2025, December 31, 2024, and March 31, 2024.

Real Estate Facilities

As of March 31, 2025, December 31, 2024 and March 31, 2024, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were party to a credit agreement with a syndication of banks for a real estate credit facility (as amended from time to time, the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $300.0 million with an option that allows FRHP to request an additional $100.0 million of principal capacity. During the three months ended March 31, 2025, FRHP had no additional borrowings under the M&T Real Estate facility, and during the three months ended March 31, 2024, FRHP borrowed an additional $55.6 million. During the three months ended March 31, 2024, FRHP repaid $17.3 million of the M&T Real Estate Facility to pay off the remaining principal balances relating to three properties. As of March 31, 2025, the remaining available borrowing capacity was $57.4 million.

As of March 31, 2025, December 31, 2024, and March 31, 2024, Camping World Property, LLC, successor by conversion to Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA, were parties to loan and security agreements for real estate credit facilities ((as amended from time to time, the “First CIBC Real Estate Facility” and the “Third CIBC Real Estate Facility”) and together with the M&T Real Estate Facility, the “Real Estate Facilities”). In May 2024, the Real Estate Borrower repaid the outstanding balance of the Third CIBC Real Estate Facility of $8.9 million, which related to the facility for the divested operations of CWDS in Elkhart, Indiana, and the Third CIBC Real Estate Facility was terminated. The First CIBC Real Estate Facility matures in October 2028.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities at March 31, 2025:


	As of March 31, 2025
			Remaining			Wtd. Average
(In thousands)	Outstanding⁽¹⁾		Available⁽²⁾			Interest Rate
Real Estate Facilities
M&T Real Estate Facility	$	167,425	$	57,390	⁽³⁾		6.55%
First CIBC Real Estate Facility		3,307		—			7.30%
	$	170,732	$	57,390

(1)	Outstanding principal amounts are net of unamortized finance costs.

(2)	Amounts cannot be reborrowed.

(3)	Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility.

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2025 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants at March 31, 2025, December 31, 2024, and March 31, 2024.

Other Long-Term Debt

As of March 31, 2025, the outstanding principal balance of other long-term debt was $7.8 million with a weighted average interest rate of 4.27%.

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8. Lease Obligations

The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands):


	Three Months Ended March 31,
	2025		2024
Operating lease cost	$	29,353	$	29,190
Finance lease cost:
Amortization of finance lease assets		2,591		2,860
Interest on finance lease liabilities		2,182		2,466
Short-term lease cost		308		377
Variable lease cost		6,704		5,329
Sublease income		(846)		(654)
Net lease costs	$	40,292	$	39,568

As of March 31, 2025, December 31, 2024, and March 31, 2024, finance lease assets of $119.4 million, $120.0 million, and $139.8 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets.

The following table presents supplemental cash flow information related to leases (in thousands):


	Three Months Ended March 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	30,113	$	29,588
Operating cash flows for finance leases		2,182		2,466
Financing cash flows for finance leases		1,763		1,829
Lease assets obtained in exchange for lease liabilities:
New, remeasured and terminated operating leases		24,521		44,183
New, remeasured and terminated finance leases		1,957		42,228

During the three months ended March 31, 2025 and 2024, the Company entered into sale-leaseback transactions for one and two properties, respectively, associated with store locations in the RV and Outdoor Retail segment and received consideration of $3.5 million and $23.5 million of cash, respectively. The Company recorded no gain for the three months ended March 31, 2025, and recorded a gain of $0.1 million for the three months ended March 31, 2024 that was included in (gain) loss on sale or disposal of assets in the condensed consolidated statements of income. The Company entered into a 19-year lease agreement as the lessee with the buyer of the property in 2025 and 20-year lease agreements as the lessee with each buyer of the properties in 2024.

9. Fair Value Measurements

Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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Recurring Fair Value Measurements

The following table presents the reported carrying values and the fair values by level of the Company’s assets and liabilities measured at fair value on a recurring basis:


	March 31, 2025				December 31, 2024				March 31, 2024
($ in thousands)	Carrying Value		Level 3		Carrying Value		Level 3		Carrying Value		Level 3
Assets:
Derived participation investment ⁽¹⁾	$	1,151	$	1,151	$	156	$	156	$	—	$	—
Liabilities:
Acquisition-related contingent consideration ⁽²⁾		368		368		368		368		—		—

(1)	Derived participation investment was included in other assets in the accompanying condensed consolidated balance sheets.

(2)	The $0.2 million current and $0.2 million non-current portions of acquisition-related contingent consideration were included in accrued liabilities and other long-term liabilities, respectively, in the accompanying condensed consolidated balance sheets.

The following table presents fair value measurements using significant unobservable inputs (Level 3):


	Three Months Ended March 31, 2025
($ in thousands)	Derived Participation Investment		Acquisition-related contingent consideration
Beginning balance	$	156	$	368
Purchases		1,018		—
Settlements		(67)		—
Gains included in earnings		44		—
Ending balance	$	1,151	$	368

Derived Participation Investment

The Company has entered into an arrangement with a consumer financing partner to invest in a participation interest in the cash flows of certain financing transactions under the white label financing program with such consumer financing partner (the “Derived Participation Investment”). The fair value of this investment was estimated by discounting the projected cash flows subject to the participation interest. The assumptions in the analysis included loan losses, prepayments, and recoveries derived based on historical observation of such data pertaining to the RV industry, as well as other relevant industries with loan structure similar to that of the RV industry. This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the three months ended March 31, 2025. Based on loan activity by the consumer financing partner in March 2025, the Company was committed to invest an additional $1.6 million, which was paid in April 2025 and is not included in the carrying value or fair value amounts presented above.

Contingent Consideration

The Company’s contingent consideration liability was established as part of the consideration for the acquisition of a tire rescue roadside assistance business in June 2024. The fair value of this liability was estimated as the present value of the probability weighted milestone payments at each of the first two anniversaries of the date of the acquisition for a maximum aggregate payment of $0.5 million if all milestones are reached. The assumptions in the analysis included the Company’s assessment of the probability that the milestones will be reached and a discount rate based primarily on the Company’s credit risk and its ability to pay. This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the three months ended March 31, 2025.

Other Fair Value Disclosures

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2025 and 2024 of assets and liabilities that are not measured at fair value on a recurring basis.

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For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying condensed consolidated balance sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.

The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility Revolving Line of Credit, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.

Fair Value

March 31, 2025

December 31, 2024

March 31, 2024

($ in thousands)

Measurement

Carrying Value

Fair Value

Carrying Value

Fair Value

Carrying Value

Fair Value

Term Loan Facility

Level 2

1,332,960

1,294,993

Camping World Holdings, Inc. 10-Q