8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2020

Camping World Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37908	81-1737145
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.IL)

250 Parkway Drive, Suite 270

Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (847) 808-3000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 5, 2020, Camping World Holdings, Inc. (the “Company”) announced its financial results for the three and six months ended June 30, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit No.	Description
Exhibit 99.1	Press Release dated August 5, 2020
Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAMPING WORLD HOLDINGS, INC.
By:	/s/ Karin L. Bell
Name:	Karin L. Bell
Title:	Chief Financial Officer

Date: August 5, 2020

EX-99.1

Exhibit 99.1

Camping World Holdings, Inc. Reports Second Quarter 2020 Results

LINCOLNSHIRE, IL--(BUSINESS WIRE)--August 5, 2020--Camping World Holdings, Inc. (NYSE: CWH) (the “Company”), America’s largest retailer of recreational vehicles (“RVs”) and related services and products, today reported results for the second quarter ended June 30, 2020.

Marcus Lemonis, Chairman and CEO of Camping World Holdings, Inc. stated, “I am extremely proud of the way our team has evolved their processes to changing business conditions. Over the past 24 months, we have made significant investments and enhancements in our digital capabilities, which has allowed us to quickly pivot and handle the surge in web traffic, call center volume and lead volume that we have seen since mid-April for our products and services. Through our enhanced platform, we have been successful in engaging new and existing customers in all areas of our business, including customer service, tech support, RV unit selection and demonstration, RV service assistance, retail product selection and installation, and the sale of Good Sam protection plans and services such as roadside assistance, extended warranties, insurance and travel assistance. In addition, our team has done an amazing job at managing our supply chain and replenishing inventory levels in key products and categories. As a result, we are very pleased with our year-to-date and quarterly results, and the prospects for the future.”

Second quarter operating highlights and year-over-year comparisons:

• Revenue increased 9.0%, or $132.4 million, to $1.607 billion;
• Gross profit increased 19.2% to $488.6 million and gross margin increased 260 basis points to 30.4%;
• Selling, general and administrative expenses decreased 10.5% to $271.6 million and selling, general and administrative expenses as a percentage of gross profit were 56% for the second quarter and 68% for the six-month period ended June 30, 2020;
• Net income increased 210.2% to $163.2 million and net income margin was 10.2% for the second quarter and 5.7% for the six-month period ended June 30, 2020;
• Adjusted EBITDA⁽¹⁾ increased 122.5% to $220.7 million and adjusted EBITDA margin was 13.7% for the second quarter and 9.7% for the six-month period ended June 30, 2020; and
• Cash and cash equivalents, maintained in our primary cash accounts, was $227.9 million on June 30, 2020 and we also maintained an additional $216.9 million of cash in our floorplan interest offset account on June 30, 2020.

________________
(1)	Adjusted EBITDA is a non-GAAP measure. For a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure, see the “Non-GAAP Financial Measures” section later in this press release.

Earnings Conference Call and Webcast Information

A conference call to discuss the Company’s second quarter 2020 financial results is scheduled for today, August 5, 2020, at 4:00 p.m. Central Time. Investors and analysts can participate on the conference call by dialing (800) 289-0438 or (323) 794-2423 and using conference ID# 2353595. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at http://investor.campingworld.com. The replay of the conference call webcast will be available on the investor relations website for approximately 90 days. In addition, a live stream of the Company’s second quarter conference call will be broadcast by Marcus Lemonis on Facebook and Twitter using Mr. Lemonis’ Facebook and Twitter accounts and their respective Live streaming features. Mr. Lemonis also uses his Facebook and Twitter accounts as a means for personal communications and observations.

Presentation

This press release presents historical results for the periods presented of the Company and its subsidiaries, which are presented in accordance with accounting principles generally accepted in the United States (“GAAP”), unless noted as a non-GAAP financial measure. The Company’s initial public offering (“IPO”) and related reorganization transactions (“Reorganization Transactions”) that occurred on October 6, 2016 resulted in the Company as the sole managing member of CWGS Enterprises, LLC (“CWGS, LLC”), with sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, the Company has a minority economic interest in CWGS, LLC. As of June 30, 2020, the Company owned 42.3% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. Unless otherwise indicated, all financial comparisons in this press release compare our financial results of the second quarter ended June 30, 2020 to our financial results from the second quarter ended June 30, 2019.

About Camping World Holdings, Inc.

Camping World Holdings, Inc. (together with its subsidiaries) is America’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 programs and services uniquely enables us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle.

For more information, please visit www.CampingWorld.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about our business plans and goals, including the impact of COVID-19 on our business, financial results and financial condition, demand for our products, our liquidity and working capital, and our beliefs regarding our competitive position and prospects for the future. These forward-looking statements are based on management’s current expectations.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: risks related to the COVID-19 pandemic and its impact on our business, financial results and financial condition; our ability to execute and achieve the expected benefits of our 2019 Strategic Shift; the availability of financing to us and our customers; fuel shortages or high prices for fuel; the success of our manufacturers; general economic conditions in our markets; changes in consumer preferences; competition in our industry; risks related to acquisitions and expansion into new markets; our failure to maintain the strength and value of our brands; our ability to manage our inventory; fluctuations in our same store revenue; the cyclical and seasonal nature of our business; our dependence on the availability of adequate capital and risks related to our debt; our reliance on four fulfillment and distribution centers; natural disasters, including epidemic outbreaks; risks associated with selling goods manufactured abroad; our dependence on our relationships with third party suppliers; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; regulatory risks; data privacy and cybersecurity risks; risks related to our intellectual property; the impact of ongoing or future lawsuits against us and certain of our officers and directors; and risks related to our organizational structure.

These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed for the year ended December 31, 2019, as updated in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Camping World Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In Thousands Except Per Share Amounts)
	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Revenue:
Good Sam Services and Plans	$	44,519		$	44,694		$	91,727		$	91,660
RV and Outdoor Retail
New vehicles		898,175			778,870			1,395,492			1,308,447
Used vehicles		274,910			245,749			481,575			425,757
Products, service and other		231,172			264,426			403,795			469,302
Finance and insurance, net		147,318			128,225			239,774			220,116
Good Sam Club		10,651			12,383			21,655			23,834
Subtotal		1,562,226			1,429,653			2,542,291			2,447,456
Total revenue		1,606,745			1,474,347			2,634,018			2,539,116
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		15,234			18,746			37,093			39,477
RV and Outdoor Retail
New vehicles		752,570			681,399			1,179,012			1,144,443
Used vehicles		208,829			192,681			372,622			335,527
Products, service and other		139,341			168,607			249,610			304,711
Good Sam Club		2,133			2,924			4,380			6,641
Subtotal		1,102,873			1,045,611			1,805,624			1,791,322
Total costs applicable to revenue		1,118,107			1,064,357			1,842,717			1,830,799
Gross profit:
Good Sam Services and Plans		29,285			25,948			54,634			52,183
RV and Outdoor Retail
New vehicles		145,605			97,471			216,480			164,004
Used vehicles		66,081			53,068			108,953			90,230
Products, service and other		91,831			95,819			154,185			164,591
Finance and insurance, net		147,318			128,225			239,774			220,116
Good Sam Club		8,518			9,459			17,275			17,193
Subtotal		459,353			384,042			736,667			656,134
Total gross profit		488,638			409,990			791,301			708,317
Operating expenses:
Selling, general, and administrative		271,591			303,366			539,247			571,431
Depreciation and amortization		12,567			13,946			26,645			27,540
Long-lived asset impairment		–			–			6,569			–
Lease termination		868			–			1,452			–
Loss on disposal of assets		272			2,374			783			2,160
Total operating expenses		285,298			319,686			574,696			601,131
Income from operations		203,340			90,304			216,605			107,186
Other income (expense):
Floor plan interest expense		(5,098	)		(11,269	)		(13,702	)		(22,879	)
Other interest expense, net		(14,547	)		(18,211	)		(29,205	)		(35,854	)
Tax Receivable Agreement liability adjustment		–			–			–			8,477
Total other income (expense)		(19,645	)		(29,480	)		(42,907	)		(50,256	)
Income before income taxes		183,695			60,824			173,698			56,930
Income tax expense		(20,473	)		(8,201	)		(24,605	)		(31,114	)
Net income		163,222			52,623			149,093			25,816
Less: net income attributable to non-controlling interests		(105,145	)		(34,606	)		(99,176	)		(27,194	)
Net income attributable to Camping World Holdings, Inc.	$	58,077		$	18,017		$	49,917		$	(1,378	)
Earnings per share of Class A common stock:
Basic	$	1.54		$	0.48		$	1.33		$	(0.04	)
Diluted	$	1.54		$	0.46		$	1.32		$	(0.04	)
Weighted average shares of Class A common stock outstanding:
Basic		37,635			37,239			37,585			37,217
Diluted		89,689			88,925			89,578			37,217

Camping World Holdings, Inc.
Supplemental Data	Three Months Ended June 30,						Increase				Percent
	2020			2019			(decrease)				Change
Unit sales
New vehicles		27,168			22,906			4,262			18.6	%
Used vehicles		11,618			10,809			809			7.5	%
Total		38,786			33,715			5,071			15.0	%
Average selling price
New vehicles	$	33,060		$	34,003		$	(943	)		(2.8	%)
Used vehicles	$	23,662		$	22,736		$	927			4.1	%
Same store unit sales
New vehicles		24,628			21,413			3,215			15.0	%
Used vehicles		10,610			10,365			245			2.4	%
Total		35,238			31,778			3,460			10.9	%
Same store revenue ($ in 000's)
New vehicles	$	818,865		$	736,661		$	82,204			11.2	%
Used vehicles		255,201			238,822			16,379			6.9	%
Products, service and other		151,406			147,713			3,693			2.5	%
Finance and insurance, net		135,844			122,264			13,580			11.1	%
Total	$	1,361,316		$	1,245,460		$	115,856			9.3	%
Average gross profit per unit
New vehicles	$	5,359		$	4,255		$	1,104			25.9	%
Used vehicle	$	5,688		$	4,910		$	778			15.9	%
Finance and insurance, net per vehicle unit	$	3,798		$	3,803		$	(5	)		(0.1	%)
Total vehicle front-end yield(1)	$	9,256		$	8,268		$	988			11.9	%
Gross margin
Good Sam Services and Plans		65.8	%		58.1	%		772		bps
New vehicles		16.2	%		12.5	%		370		bps
Used vehicles		24.0	%		21.6	%		244		bps
Products, service and other		39.7	%		36.2	%		349		bps
Finance and insurance, net		100.0	%		100.0	%		unch.		bps
Good Sam Club		80.0	%		76.4	%		359		bps
Subtotal RV and Outdoor Retail		29.4	%		26.9	%		254		bps
Total gross margin		30.4	%		27.8	%		260		bps
Inventories ($ in 000's)
New vehicles	$	711,164		$	1,000,977		$	(289,813	)		(29.0	%)
Used vehicles		126,687			121,744			4,943			4.1	%
Products, parts, accessories and misc.		214,357			424,756			(210,399	)		(49.5	%)
Total RV and Outdoor Retail inventories	$	1,052,208		$	1,547,477		$	(495,269	)		(32.0	%)
Vehicle inventory per location ($ in 000's)
New vehicle inventory per dealer location	$	4,679		$	6,629		$	(1,950	)		(29.4	%)
Used vehicle inventory per dealer location	$	833		$	806		$	27			3.4	%
Vehicle inventory turnover(2)
New vehicle inventory turnover		2.3			2.1			0.2			9.6	%
Used vehicle inventory turnover		4.7			5.0			(0.3	)		(5.2	%)
Retail locations
RV dealerships		152			151			1			0.7	%
RV service & retail centers		10			14			(4	)		(28.6	%)
Subtotal		162			165			(3	)		(1.8	%)
Other retail stores		2			62			(60	)		(96.8	%)
Total		164			227			(63	)		(27.8	%)
Other data
Active customers(3)		5,220,367			5,251,874			(31,507	)		(0.6	%)
Good Sam Club members		2,067,253			2,177,743			(110,490	)		(5.1	%)
Finance and insurance gross profit as a % of total vehicle revenue		12.6	%		12.5	%		4			n/a
Same store locations		143			n/a			n/a			n/a

(1)	Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used retail units sold.
(2)	Inventory turnover calculated as vehicle costs applicable to revenue divided by average vehicle inventory.
(3)	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.

Camping World Holdings, Inc.
Supplemental Data	Six Months Ended June 30,						Increase				Percent
	2020			2019			(decrease)				Change
Unit sales
New vehicles		41,376			37,922			3,454			9.1	%
Used vehicles		20,300			18,986			1,314			6.9	%
Total		61,676			56,908			4,768			8.4	%
Average selling price
New vehicles	$	33,727		$	34,504		$	(777	)		(2.3	%)
Used vehicles	$	23,723		$	22,425		$	1,298			5.8	%
Same store unit sales
New vehicles		37,382			35,681			1,701			4.8	%
Used vehicles		18,521			18,303			218			1.2	%
Total		55,903			53,984			1,919			3.6	%
Same store revenue ($ in 000's)
New vehicles	$	1,269,206		$	1,245,892		$	23,314			1.9	%
Used vehicles		447,863			414,978			32,885			7.9	%
Products, service and other		263,955			261,088			2,867			1.1	%
Finance and insurance, net		220,224			211,166			9,058			4.3	%
Total	$	2,201,248		$	2,133,124		$	68,124			3.2	%
Average gross profit per unit
New vehicles	$	5,232		$	4,325		$	907			21.0	%
Used vehicle	$	5,367		$	4,752		$	615			12.9	%
Finance and insurance, net per vehicle unit	$	3,888		$	3,868		$	20			0.5	%
Total vehicle front-end yield(1)	$	9,164		$	8,335		$	829			9.9	%
Gross margin
Good Sam Services and Plans		59.6	%		56.9	%		263		bps
New vehicles		15.5	%		12.5	%		298		bps
Used vehicles		22.6	%		21.2	%		143		bps
Products, service and other		38.2	%		35.1	%		311		bps
Finance and insurance, net		100.0	%		100.0	%		unch.		bps
Good Sam Club		79.8	%		72.1	%		764		bps
Subtotal RV and Outdoor Retail		29.0	%		26.8	%		217		bps
Total gross margin		30.0	%		27.9	%		215		bps
Inventories ($ in 000's)
New vehicles	$	711,164		$	1,000,977		$	(289,813	)		(29.0	%)
Used vehicles		126,687			121,744			4,943			4.1	%
Products, parts, accessories and misc.		214,357			424,756			(210,399	)		(49.5	%)
Total RV and Outdoor Retail inventories	$	1,052,208		$	1,547,477		$	(495,269	)		(32.0	%)
Vehicle inventory per location ($ in 000's)
New vehicle inventory per dealer location	$	4,679		$	6,629		$	(1,950	)		(29.4	%)
Used vehicle inventory per dealer location	$	833		$	806		$	27			3.4	%
Vehicle inventory turnover(2)
New vehicle inventory turnover		2.3			2.1			0.2			9.6	%
Used vehicle inventory turnover		4.7			5.0			(0.3	)		(5.2	%)
Retail locations
RV dealerships		152			151			1			0.7	%
RV service & retail centers		10			14			(4	)		(28.6	%)
Subtotal		162			165			(3	)		(1.8	%)
Other retail stores		2			62			(60	)		(96.8	%)
Total		164			227			(63	)		(27.8	%)
Other data
Active customers(3)		5,220,367			5,251,874			(31,507	)		(0.6	%)
Good Sam Club members		2,067,253			2,177,743			(110,490	)		(5.1	%)
Finance and insurance gross profit as a % of total vehicle revenue		12.8	%		12.7	%		8		bps	n/a
Same store locations		143			n/a			n/a			n/a

(1)	Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used retail units sold.
(2)	Inventory turnover calculated as vehicle costs applicable to revenue divided by average vehicle inventory.
(3)	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.

Camping World Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
($ in Thousands Except Per Share Amounts)
	June 30,			December 31,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	227,902		$	147,521
Contracts in transit		171,437			44,947
Accounts receivable, net		84,493			81,847
Inventories		1,052,222			1,358,539
Prepaid expenses and other assets		55,974			57,827
Total current assets		1,592,028			1,690,681
Property and equipment, net		325,053			314,374
Operating lease assets		789,539			807,537
Deferred tax asset, net		126,097			129,710
Intangibles assets, net		28,101			29,707
Goodwill		387,049			386,941
Other assets		16,684			17,290
Total assets	$	3,264,551		$	3,376,240
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable	$	232,989		$	106,959
Accrued liabilities		184,751			130,316
Deferred revenues		84,286			87,093
Current portion of operating lease liabilities		60,315			58,613
Current portion of Tax Receivable Agreement liability		6,909			6,563
Current portion of long-term debt		15,828			14,085
Notes payable – floor plan, net		470,871			848,027
Other current liabilities		61,391			44,298
Total current liabilities		1,117,340			1,295,954
Operating lease obligations, net of current portion		823,929			843,312
Tax Receivable Agreement liability, net of current portion		101,702			108,228
Revolving line of credit		20,885			40,885
Long-term debt, net of current portion		1,165,227			1,153,551
Deferred revenues		61,928			58,079
Other long-term liabilities		43,479			35,467
Total liabilities		3,334,490			3,535,476
Commitments and contingencies
Stockholders' deficit:
Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of June 30, 2020 and December 31, 2019		–			–
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 38,018,386 issued and 37,773,109 outstanding as of June 30, 2020 and 37,701,584 issued and 37,488,989 outstanding as of December 31, 2019		378			375
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued; and 50,706,629 outstanding as of June 30, 2020 and December 31, 2019		5			5
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of June 30, 2020 and December 31, 2019		–			–
Additional paid-in capital		52,747			50,152
Retained deficit		(44,754	)		(83,134	)
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		8,376			(32,602	)
Non-controlling interests		(78,315	)		(126,634	)
Total stockholders' deficit		(69,939	)		(159,236	)
Total liabilities and stockholders' deficit	$	3,264,551		$	3,376,240

Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income (loss) available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income (loss) available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock (unaudited):

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands except per share amounts)	2020			2019			2020			2019
Numerator:
Net income	$	163,222		$	52,623		$	149,093		$	25,816
Less: net income attributable to non-controlling interests		(105,145	)		(34,606	)		(99,176	)		(27,194	)
Net income (loss) attributable to Camping World Holdings, Inc. — basic and diluted	$	58,077		$	18,017		$	49,917		$	(1,378	)
Add: reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock		79,603			22,565			68,383			—
Net income (loss) attributable to Camping World Holdings, Inc. - diluted	$	137,680		$	40,582		$	118,300		$	(1,378	)
Denominator:
Weighted-average shares of Class A common stock outstanding — basic and diluted		37,635			37,239			37,585			37,217
Dilutive restricted stock units		434			17			359			—
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		51,620			51,669			51,634			—
Weighted-average shares of Class A common stock outstanding — diluted		89,689			88,925			89,578			37,217
Earnings (loss) per share of Class A common stock — basic	$	1.54		$	0.48		$	1.33		$	(0.04	)
Earnings (loss) per share of Class A common stock — diluted	$	1.54		$	0.46		$	1.32		$	(0.04	)
Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Stock options to purchase Class A common stock		715			804			726			831
Restricted stock units		620			1,351			658			1,427
Common units of CWGS, LLC that are convertible into Class A common stock		—			—			—			51,671

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. 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, and 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, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of those adjusted in this presentation. The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

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

The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures, which are net income and net income as a percentage of revenue, respectively (unaudited):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2020		2019		2020		2019
EBITDA:
Net income	$	163,222	$	52,623	$	149,093	$	25,816
Other interest expense, net		14,547		18,211		29,205		35,854
Depreciation and amortization		12,567		13,946		26,645		27,540
Income tax expense		20,473		8,201		24,605		31,114
Subtotal EBITDA		210,809		92,981		229,548		120,324
Long-lived asset impairment (a)		-		-		6,569		-
Lease termination (b)		868		-		1,452		-
Loss on disposal of assets, net (c)		272		2,374		783		2,160
Equity-based compensation (d)		4,182		3,863		7,494		6,579
Tax Receivable Agreement liability adjustment (e)		-		-		-		(8,477	)
Restructuring costs (f)		4,591		-		10,873		-
Adjusted EBITDA	$	220,722	$	99,218	$	256,719	$	120,586

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(as percentage of total revenue)	2020		2019		2020		2019
EBITDA margin:
Net income margin	10.2	%	3.6	%	5.7	%	1.0	%
Other interest expense, net	0.9	%	1.2	%	1.1	%	1.4	%
Depreciation and amortization	0.8	%	0.9	%	1.0	%	1.1	%
Income tax expense	1.3	%	0.6	%	0.9	%	1.2	%
Subtotal EBITDA margin	13.1	%	6.3	%	8.7	%	4.7	%
Long-lived asset impairment (a)	—		—		0.2	%	—
Lease termination (b)	0.1	%	—		0.1	%	—
Loss on disposal of assets, net (c)	0.0	%	0.2	%	0.0	%	0.1	%
Equity-based compensation (d)	0.3	%	0.3	%	0.3	%	0.3	%
Tax Receivable Agreement liability adjustment (e)	—		—		—		(0.3	%)
Restructuring costs (f)	0.3	%	—		0.4	%	—
Adjusted EBITDA margin	13.7	%	6.7	%	9.7	%	4.7	%

(a)	Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift.
(b)	Represents the loss on the termination of operating leases relating primarily to the 2019 Strategic Shift, net of lease termination fees.
(c)	Represents an adjustment to eliminate the losses and gains on disposal and sales of various assets.
(d)	Represents non-cash equity-based compensation expense relating to employees and directors of the Company.
(e)	Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate and the transfer of certain assets from GSS Enterprises LLC (“GSS”) to Camping World, Inc (“CW”).
(f)	Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs do not include lease termination costs, which are presented separately above.

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

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

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

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

The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure, which is net income attributable to Camping World Holdings, Inc., in the case of the Adjusted Net Income non-GAAP financial measures, and weighted-average shares of Class A common stock outstanding – basic, in the case of the Adjusted Earnings Per Share non-GAAP financial measures:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands except per share amounts)	2020			2019			2020			2019
Numerator:
Net income (loss) attributable to Camping World Holdings, Inc.	$	58,077		$	18,017		$	49,917		$	(1,378	)
Adjustments related to basic calculation:
Long-lived asset impairment (a):
Gross adjustment		—			—			6,569			—
Income tax expense for above adjustment (b)		—			—			(13	)		—
Lease termination (c):
Gross adjustment		868			—			1,452			—
Income tax expense for above adjustment (b)		(23	)		—			(23	)		—
Loss on disposal of assets and other expense, net (d):
Gross adjustment		272			2,374			783			2,160
Income tax (expense) benefit for above adjustment (b)		(2	)		(3	)		(3	)		6
Equity-based compensation (e):
Gross adjustment		4,182			3,863			7,494			6,579
Income tax expense for above adjustment (b)		(383	)		(348	)		(685	)		(569	)
Tax Receivable Agreement liability adjustment (f):
Gross adjustment		—			—			—			(8,477	)
Income tax benefit for above adjustment (b)		—			—			—			2,143
Restructuring costs (g):
Gross adjustment		4,591			—			10,873			—
Income tax expense for above adjustment (b)		(23	)		—			(58	)		—
Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (h)		(5,733	)		(3,624	)		(15,727	)		(5,077	)
Adjusted net income (loss) attributable to Camping World Holdings, Inc. – basic		61,826			20,279			60,579			(4,613	)
Adjustments related to diluted calculation:
Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (i)		—			7			550			—
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)		—			(2	)		(145	)		—
Reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (i)		110,878			—			—			—
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (j)		(26,132	)		—			—			—
Assumed income tax expense of combining C-corporations with full valuation allowances with the income of other consolidated entities after the dilutive exchange of common units in CWGS, LLC (k)		(1,708	)		—			—			—
Adjusted net (loss) income attributable to Camping World Holdings, Inc. – basic and diluted	$	144,864		$	20,284		$	60,984		$	(4,613	)
Denominator:
Weighted-average Class A common shares outstanding – basic		37,635			37,239			37,585			37,217
Adjustments related to diluted calculation:
Dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (l)		51,620			—			—			—
Dilutive restricted stock units (l)		434			17			359			—
Adjusted weighted average Class A common shares outstanding – diluted		89,689			37,256			37,944			37,217
Adjusted earnings (loss) per share - basic	$	1.64		$	0.54		$	1.61		$	(0.12	)
Adjusted earnings (loss) per share - diluted	$	1.62		$	0.54		$	1.61		$	(0.12	)
Anti-dilutive amounts (m):
Numerator:
Reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (i)		—		$	38,223		$	114,353		$	32,271
Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (j)		—		$	(12,524	)	$	(31,720	)	$	(17,089	)
Assumed income tax benefit of combining C-corporations with full valuation allowances with the income of other consolidated entities after the anti-dilutive exchange of common units in CWGS, LLC (k)		—		$	5,457		$	6,435		$	16,024
Denominator:
Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (l)		—			51,669			51,634			51,671
Anti-dilutive restricted stock units (l)		—			—			—			12

(a)	Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift.
(b)	Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses an effective tax rate of 25.0% and 25.3% for the adjustments for 2020 and 2019, respectively, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.
(c)	Represents the termination of operating leases relating primarily to the 2019 Strategic Shift, net of lease termination costs.
(d)	Represents an adjustment to eliminate the gains and losses on sales of various assets, and losses on the disposal or sale of real estate at closed RV and Outdoor Retail locations.
(e)	Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.
(f)	Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate and the transfer of certain assets from GSS to CW.
(g)	Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs do not include lease termination costs, which are presented separately above.
(h)	Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 57.8% and 58.1% for the three months ended June 30, 2020 and 2019, respectively, and 57.9% and 58.1% for the six months ended June 30, 2020, respectively.
(i)	Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.
(j)	Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests. This assumption uses an effective tax rate of 25.0% and 25.3% for the adjustments for 2020 and 2019, respectively.
(k)	Represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.0% and 25.3% during 2020 and 2019, respectively, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods are included in these amounts.
(l)	Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.
(m)	The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.

Uses and Limitations of Non-GAAP Financial Measures

Management and our board of directors use the Non-GAAP Financial Measures:

• as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
• for planning purposes, including the preparation of our internal annual operating budget and financial projections;
• to evaluate the performance and effectiveness of our operational strategies; and
• to evaluate our capacity to fund capital expenditures and expand our business.

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 EBITDA to measure our compliance with covenants such as consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our unaudited consolidated financial statements included in this press release as indicators of financial performance. Some of the limitations are:

• such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
• such measures do not reflect changes in, or cash requirements for, our working capital needs;
• some of such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
• some of such measures do not reflect our tax expense or the cash requirements to pay our taxes;
• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and
• other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, the Non-GAAP Financial Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these Non-GAAP Financial Measures only supplementally. As noted in the tables above, certain of the Non-GAAP Financial Measures include adjustments for long-lived asset impairment, lease termination costs, loss on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, and the income tax expense effect described above, as applicable. 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 paragraph and in the reconciliation tables above help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

Contacts

Investors:
John Rouleau
John.Rouleau@CampingWorld.com

Media Outlets:
Karen Porter
PR-CWGS@CampingWorld.com

XML

Document and Entity Information	Aug. 05, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 05, 2020
Entity Registrant Name	Camping World Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37908
Entity Tax Identification Number	81-1737145
Entity Address, Address Line One	250 Parkway Drive
Entity Address, Address Line Two	Suite 270
Entity Address, City or Town	Lincolnshire
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60069
City Area Code	847
Local Phone Number	808-3000
Entity Information, Former Legal or Registered Name	Not applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001669779
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	CWH
Security Exchange Name	NYSE