Form 8-K - Current report

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 1, 2023

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.)

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 1, 2023, Camping World Holdings, Inc. (the “Company”) announced its financial results for the three and six months ended June 30, 2023. 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 1, 2023

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 1, 2023

Exhibit 99.1

Camping World Holdings, Inc. Reports Second Quarter 2023 Results, Record Used Vehicle Unit Sales, Aggressive RV Dealership Acquisition Pace Continues

LINCOLNSHIRE, IL – August 1, 2023 (BUSINESS WIRE) -- Camping World Holdings, Inc. (NYSE: CWH) (the “Company” or “CWH”), America’s Recreation Dealer, today reported results for the second quarter ended June 30, 2023.

Marcus Lemonis, Chairman and Chief Executive Officer of Camping World Holdings, Inc. stated, “We sold the most used units in our Company’s history, with record setting used vehicle gross profit. We’ve opened, acquired, or signed letters of intent on 30 dealership locations year-to-date. The unprecedented influx of acquisition opportunities has continued and the pipeline is robust. We plan to capitalize on it as we invest ahead of anticipated revenue growth in 2024 and beyond.”

Second Quarter-over-Quarter Operating Highlights

●

Revenue was $1.9 billion for the second quarter, a decrease of $267.9 million, or 12.4%.

●

Used vehicle revenue was a record $623.0 million for the second quarter, an increase of $67.0 million, or 12.1%, and used vehicle unit sales were a record 17,774 units, an increase of 2,219 units, or 14.3%.

●

New vehicle revenue was $800.9 million for the second quarter, a decline of $276.3 million, or 25.7%, and new vehicle unit sales were 18,897 units, a decrease of 4,507 units, or 19.3%.

●

Products, service and other revenue was $247.8 million for the second quarter, a decline of $30.2 million, or 10.9%. The decrease was driven by declines in our direct to manufacturer RV furniture revenues due to manufacturer shutdowns, our Active Sports Restructuring, and discounting to reduce inventory levels.

●

Same store used vehicle unit sales increased 8.8% for the second quarter, and same store new vehicle unit sales decreased 23.7%.

●

Gross profit was $571.1 million, a decrease of $145.7 million, or 20.3%. Total gross margin was 30.0%, a decrease of 301 basis points. The decrease in gross profit was driven largely by the decrease in new vehicle revenue and related finance and insurance revenue. The decrease in gross margin was primarily the result of lower average selling prices of new vehicles, which was partially offset by the increased sales mix of higher margin used vehicles.

●

Floor plan interest expense was $20.7 million, an increase of $11.9 million, or 136.7%, primarily as a result of the rise in interest rates. Other interest expense, net was $33.5 million, an increase of $18.6 million, or 124.4%, primarily as a result of the rise in interest rates and a higher average principal balance.

●

Net income was $64.7 million, a decrease of $133.3 million, or 67.3%, driven primarily by the pretax $101.6 million decrease in new vehicle gross profit, the $28.5 million decrease in finance and insurance gross profit on fewer vehicles sold, the $18.6 million increase in other interest expense, net, and the $11.9 million increase in floor plan interest, which was partially offset from the $20.2 million decrease in selling, general, and administrative expenses and lower income tax expense from these net reductions of pretax income.

●

Diluted earnings per share of Class A common stock was $0.64 in 2023 versus diluted earnings per share of Class A common stock of $2.01 in 2022. Adjusted earnings per share - diluted⁽¹⁾ of Class A common stock was $0.73 in 2023 versus adjusted earnings per share – diluted⁽¹⁾of Class A common stock of $2.16 in 2022.

●

Adjusted EBITDA⁽¹⁾ was $139.3 million, a decrease of $138.4 million, or 49.8%, driven primarily by the $101.6 million decrease in new vehicle gross profit, the $28.5 million decrease in finance and insurance

gross profit on fewer vehicles sold, and the $11.9 million increase in floor plan interest, which was partially offset from the $20.2 million decrease in selling, general, and administrative expenses⁽²⁾.

⁽¹⁾

Adjusted earnings per share – diluted and adjusted EBITDA are non-GAAP measures. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section later in this press release.

⁽²⁾

The $20.2 million decrease in selling, general, and administrative expenses includes a $2.5 million decrease in equity-based compensation. Equity-based compensation is excluded from the calculation of Adjusted EBITDA (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 2023 financial results is scheduled for August 2, 2023, at 7:30 am Central Time. Investors and analysts can participate on the conference call by dialing 1-877-407-9039 (international callers please dial 1-201-689-8470) and using conference ID# 13739824. 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.

Presentation

This press release presents historical results for the periods presented for 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. The Company’s position as sole managing member of CWGS, LLC includes periods where the Company has held a minority economic interest in CWGS, LLC. As of June 30, 2023, the Company owned 52.6% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

About Camping World Holdings, Inc.

Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (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 shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of programs and services uniquely enable us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle. With RV sales and service locations in 43 states, Camping World has grown to become the prime destination for everything RV. For more information, 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 macroeconomic and industry trends, dividend payments and capital allocation, our business plans and goals, the Company’s acquisition pipeline and plans, and future financial results, including long term revenue growth. 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: general economic conditions, including inflation and interest rates; 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, new store openings 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 sales; the cyclical and seasonal nature of our business; risks related to the cybersecurity incident announced in February 2022; our dependence on the availability of adequate capital and risks related to our debt; risks related to COVID-19; our ability to execute and achieve the expected benefits of our cost cutting or restructuring initiatives; our reliance on our fulfillment and distribution centers; natural disasters, including epidemic outbreaks; our dependence on our relationships with third party suppliers and lending institutions; risks associated with selling goods manufactured abroad; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; risks associated with our private brand offerings; we may incur asset impairment charges for goodwill, intangible assets or other long-lived assets; tax risks; 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, 2022 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.

Future declarations of quarterly dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, receipt of excess tax distributions from CWGS Enterprises, LLC, its business prospects and other factors that the Company’s Board of Directors may deem relevant.

We intend to use our official Facebook, Twitter, and Instagram accounts, each at the handle @CampingWorld, as well as the investor page of our website, investor.campingworld.com, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD. The information we post through these social media channels and on our investor webpage may be deemed material. Accordingly, investors should subscribe to these accounts and our investor alerts, in addition to following our press releases, SEC filings, public conference calls and webcasts. These social media channels may be updated from time to time.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

(In Thousands Except Per Share Amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Revenue:
Good Sam Services and Plans	$	51,038	$	49,593	$	97,405	$	94,152
RV and Outdoor Retail
New vehicles		800,903		1,077,252		1,447,655		1,912,211
Used vehicles		622,962		555,958		1,067,708		958,990
Products, service and other		247,760		278,001		455,421		492,974
Finance and insurance, net		166,934		195,407		296,706		348,785
Good Sam Club		11,124		12,421		22,706		23,916
Subtotal		1,849,683		2,119,039		3,290,196		3,736,876
Total revenue		1,900,721		2,168,632		3,387,601		3,831,028
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		17,671		18,958		33,823		35,661
RV and Outdoor Retail
New vehicles		677,376		852,171		1,234,918		1,496,541
Used vehicles		480,419		414,169		822,366		716,994
Products, service and other		153,043		164,222		282,061		300,382
Good Sam Club		1,110		2,319		2,311		4,455
Subtotal		1,311,948		1,432,881		2,341,656		2,518,372
Total costs applicable to revenue		1,329,619		1,451,839		2,375,479		2,554,033

Gross profit (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		33,367		30,635		63,582		58,491
RV and Outdoor Retail:
New vehicles		123,527		225,081		212,737		415,670
Used vehicles		142,543		141,789		245,342		241,996
Products, service and other		94,717		113,779		173,360		192,592
Finance and insurance, net		166,934		195,407		296,706		348,785
Good Sam Club		10,014		10,102		20,395		19,461
Subtotal		537,735		686,158		948,540		1,218,504
Total gross profit		571,102		716,793		1,012,122		1,276,995

Operating expenses:
Selling, general, and administrative expenses		420,887		441,123		786,613		826,438
Depreciation and amortization		17,206		17,627		31,843		43,162
Long-lived asset impairment		477		2,618		7,522		2,618
Lease termination		—		944		—		1,122
(Gain) loss on sale or disposal of assets		(145)		381		(5,132)		430
Total operating expenses		438,425		462,693		820,846		873,770
Income from operations		132,677		254,100		191,276		403,225
Other expense:
Floor plan interest expense		(20,672)		(8,733)		(41,482)		(14,999)
Other interest expense, net		(33,518)		(14,935)		(64,631)		(29,236)
Other expense, net		(183)		(72)		(1,683)		(295)
Total other expense		(54,373)		(23,740)		(107,796)		(44,530)
Income before income taxes		78,304		230,360		83,480		358,695
Income tax expense		(13,581)		(32,375)		(13,854)		(53,411)
Net income		64,723		197,985		69,626		305,284
Less: net income attributable to non-controlling interests		(36,020)		(113,674)		(37,754)		(176,243)
Net income attributable to Camping World Holdings, Inc.	$	28,703	$	84,311	$	31,872	$	129,041

Earnings per share of Class A common stock:
Basic	$	0.65	$	2.02	$	0.72	$	3.03
Diluted	$	0.64	$	2.01	$	0.71	$	3.01
Weighted average shares of Class A common stock outstanding:
Basic		44,490		41,737		44,473		42,640
Diluted		44,804		42,139		84,783		43,171

Camping World Holdings, Inc. and Subsidiaries

Supplemental Data


	Three Months Ended June 30,				Increase			Percent
	2023		2022		(decrease)			Change
Unit sales
New vehicles		18,897		23,404		(4,507)			(19.3%)
Used vehicles		17,774		15,555		2,219			14.3%
Total		36,671		38,959		(2,288)			(5.9%)

Average selling price
New vehicles	$	42,383	$	46,029	$	(3,646)			(7.9%)
Used vehicles	$	35,049	$	35,741	$	(692)			(1.9%)

Same store unit sales⁽¹⁾
New vehicles		17,426		22,827		(5,401)			(23.7%)
Used vehicles		16,630		15,288		1,342			8.8%
Total		34,056		38,115		(4,059)			(10.6%)

Same store revenue⁽¹⁾ ($ in 000s)
New vehicles	$	739,091	$	1,053,943	$	(314,852)			(29.9%)
Used vehicles		580,065		548,082		31,983			5.8%
Products, service and other		188,653		211,157		(22,504)			(10.7%)
Finance and insurance, net		154,389		191,786		(37,397)			(19.5%)
Total	$	1,662,198	$	2,004,968	$	(342,770)			(17.1%)

Average gross profit per unit
New vehicles	$	6,537	$	9,617	$	(3,080)			(32.0%)
Used vehicles		8,020		9,115		(1,096)			(12.0%)
Finance and insurance, net per vehicle unit		4,552		5,016		(463)			(9.2%)
Total vehicle front-end yield⁽²⁾		11,808		14,433		(2,625)			(18.2%)

Gross margin
Good Sam Services and Plans		65.4%		61.8%		361	bps
New vehicles		15.4%		20.9%		(547)	bps
Used vehicles		22.9%		25.5%		(262)	bps
Products, service and other		38.2%		40.9%		(270)	bps
Finance and insurance, net		100.0%		100.0%		unch.	bps
Good Sam Club		90.0%		81.3%		869	bps
Subtotal RV and Outdoor Retail		29.1%		32.4%		(331)	bps
Total gross margin		30.0%		33.1%		(301)	bps

RV and Outdoor Retail inventories ($ in 000s)
New vehicles	$	1,206,493	$	1,329,604	$	(123,111)			(9.3%)
Used vehicles		651,396		358,060		293,336			81.9%
Products, parts, accessories and misc.		218,570		307,789		(89,219)			(29.0%)
Total RV and Outdoor Retail inventories	$	2,076,459	$	1,995,453	$	81,006			4.1%

Vehicle inventory per location ($ in 000s)
New vehicle inventory per dealer location	$	6,156	$	7,346	$	(1,190)			(16.2%)
Used vehicle inventory per dealer location	$	3,323	$	1,978	$	1,345			68.0%

Vehicle inventory turnover⁽³⁾
New vehicle inventory turnover		1.8		2.4		(0.6)			(23.4%)
Used vehicle inventory turnover		3.0		3.7		(0.7)			(18.8%)

Retail locations
RV dealerships		196		181		15			8.3%
RV service & retail centers		7		8		(1)			(12.5%)
Subtotal		203		189		14			7.4%
Other retail stores		—		1		(1)			(100.0%)
Total		203		190		13			6.8%

Other data
Active Customers⁽⁴⁾		5,218,340		5,460,819		(242,479)			(4.4%)
Good Sam Club members		2,036,119		2,077,410		(41,291)			(2.0%)
Service bays ⁽⁵⁾		2,720		2,613		107			4.1%
Finance and insurance gross profit as a % of total vehicle revenue		11.7%		12.0%		(24)	bps		n/a
Same store locations		178		n/a		n/a			n/a


	Six Months Ended June 30,				Increase				Percent
	2023		2022		(decrease)			Change
Unit sales
New vehicles		32,809		42,424		(9,615)			(22.7%)
Used vehicles		30,206		26,531		3,675			13.9%
Total		63,015		68,955		(5,940)			(8.6%)

Average selling price
New vehicles	$	44,124	$	45,074	$	(950)			(2.1%)
Used vehicles	$	35,348	$	36,146	$	(798)			(2.2%)

Same store unit sales⁽¹⁾
New vehicles		30,506		41,665		(11,159)			(26.8%)
Used vehicles		28,319		26,208		2,111			8.1%
Total		58,825		67,873		(9,048)			(13.3%)

Same store revenue⁽¹⁾ ($ in 000s)
New vehicles	$	1,347,131	$	1,881,619	$	(534,488)			(28.4%)
Used vehicles		998,053		948,984		49,069			5.2%
Products, service and other		339,122		369,814		(30,692)			(8.3%)
Finance and insurance, net		276,259		344,027		(67,768)			(19.7%)
Total	$	2,960,565	$	3,544,444	$	(583,879)			(16.5%)

Average gross profit per unit
New vehicles	$	6,484	$	9,798	$	(3,314)			(33.8%)
Used vehicles		8,122		9,121		(999)			(11.0%)
Finance and insurance, net per vehicle unit		4,709		5,058		(350)			(6.9%)
Total vehicle front-end yield⁽²⁾		11,978		14,596		(2,618)			(17.9%)

Gross margin
Good Sam Services and Plans		65.3%		62.1%		315	bps
New vehicles		14.7%		21.7%		(704)	bps
Used vehicles		23.0%		25.2%		(226)	bps
Products, service and other		38.1%		39.1%		(100)	bps
Finance and insurance, net		100.0%		100.0%		unch.	bps
Good Sam Club		89.8%		81.4%		845	bps
Subtotal RV and Outdoor Retail		28.8%		32.6%		(378)	bps
Total gross margin		29.9%		33.3%		(346)	bps

RV and Outdoor Retail inventories ($ in 000s)
New vehicles	$	1,206,493	$	1,329,604	$	(123,111)			(9.3%)
Used vehicles		651,396		358,060		293,336			81.9%
Products, parts, accessories and misc.		218,570		307,789		(89,219)			(29.0%)
Total RV and Outdoor Retail inventories	$	2,076,459	$	1,995,453	$	81,006			4.1%

Vehicle inventory per location ($ in 000s)
New vehicle inventory per dealer location	$	6,156	$	7,346	$	(1,190)			(16.2%)
Used vehicle inventory per dealer location	$	3,323	$	1,978	$	1,345			68.0%

Vehicle inventory turnover⁽³⁾
New vehicle inventory turnover		1.8		2.4		(0.6)			(23.4%)
Used vehicle inventory turnover		3.0		3.7		(0.7)			(18.8%)

Retail locations
RV dealerships		196		181		15			8.3%
RV service & retail centers		7		8		(1)			(12.5%)
Subtotal		203		189		14			7.4%
Other retail stores		—		1		(1)			(100.0%)
Total		203		190		13			6.8%

Other data
Active Customers⁽⁴⁾		5,218,340		5,460,819		(242,479)			(4.4%)
Good Sam Club members		2,036,119		2,077,410		(41,291)			(2.0%)
Service bays⁽⁵⁾		2,720		2,613		107			4.1%
Finance and insurance gross profit as a % of total vehicle revenue		11.8%		12.1%		(35)	bps		n/a
Same store locations		178		n/a		n/a			n/a

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

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

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

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

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

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

(In Thousands Except Per Share Amounts)


	June 30,		December 31,		June 30,
	2023		2022		2022
Assets
Current assets:
Cash and cash equivalents	$	54,458	$	130,131	$	133,957
Contracts in transit		132,466		50,349		150,929
Accounts receivable, net		119,247		112,411		125,957
Inventories		2,077,024		2,123,858		1,995,796
Prepaid expenses and other assets		56,063		66,913		61,308
Assets held for sale		4,635		—		—
Total current assets		2,443,893		2,483,662		2,467,947

Property and equipment, net		785,003		758,281		688,297
Operating lease assets		730,460		742,306		711,589
Deferred tax assets, net		141,233		143,226		182,212
Intangible assets, net		15,028		20,945		22,943
Goodwill		655,744		622,423		507,284
Other assets		31,732		29,304		30,029
Total assets	$	4,803,093	$	4,800,147	$	4,610,301
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	200,516	$	127,691	$	249,218
Accrued liabilities		192,639		147,833		238,941
Deferred revenues		96,850		95,695		95,730
Current portion of operating lease liabilities		61,808		61,745		60,816
Current portion of finance lease liabilities		5,337		10,244		10,563
Current portion of Tax Receivable Agreement liability		13,999		10,873		11,686
Current portion of long-term debt		26,766		25,229		15,826
Notes payable – floor plan, net		1,155,356		1,319,941		1,000,808
Other current liabilities		84,552		73,076		86,975
Liabilities related to assets held for sale		4,125		—		—
Total current liabilities		1,841,948		1,872,327		1,770,563

Operating lease liabilities, net of current portion		753,999		764,835		735,267
Finance lease liabilities, net of current portion		99,341		94,216		96,604
Tax Receivable Agreement liability, net of current portion		151,053		159,743		159,790
Revolving line of credit		20,885		20,885		20,885
Long-term debt, net of current portion		1,521,629		1,484,416		1,371,444
Deferred revenues		69,809		70,247		73,076
Other long-term liabilities		86,186		85,792		82,741
Total liabilities		4,544,850		4,552,461		4,310,370
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; 49,571, 47,571, and 47,855 shares issued, respectively; 44,525, 42,441, and 41,789 shares outstanding, respectively		496		476		476
Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466, 41,466, and 69,066 shares issued, respectively; 39,466, 41,466, and 41,466 shares outstanding, respectively		4		4		4
Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding		—		—		—
Additional paid-in capital		115,844		106,051		127,508
Treasury stock, at cost; 5,046, 5,130, and 5,782 shares, respectively		(176,783)		(179,732)		(202,561)
Retained earnings		197,293		221,031		265,974
Total stockholders' equity attributable to Camping World Holdings, Inc.		136,854		147,830		191,401
Non-controlling interests		121,389		99,856		108,530
Total stockholders' equity		258,243		247,686		299,931
Total liabilities and stockholders' equity	$	4,803,093	$	4,800,147	$	4,610,301

Camping World Holdings, Inc. and Subsidiaries

Summary of Consolidated Statements of Cash Flows (unaudited)

(In Thousands)


	Six Months Ended June 30,
	2023		2022

Net cash provided by operating activities	$	227,964	$	183,994

Investing activities
Purchases of property and equipment		(53,053)		(69,004)
Proceeds from sale of property and equipment		2,034		654
Purchases of real property		(36,981)		(28,033)
Proceeds from the sale of real property		35,603		6,809
Purchases of businesses, net of cash acquired		(74,414)		(38,188)
Purchases of and loans to other investments		(3,444)		(3,000)
Purchases of intangible assets		(1,652)		(743)
Net cash used in investing activities		(131,907)		(131,505)

Financing activities
Proceeds from long-term debt		59,227		—
Payments on long-term debt		(22,776)		(7,913)
Net (payments) proceeds on notes payable – floor plan, net		(131,462)		40,372
Proceeds from landlord funded construction on finance leases		—		6,028
Payments on finance leases		(2,847)		(3,042)
Proceeds from sale-leaseback arrangement		—		27,951
Payments on sale-leaseback arrangement		(92)		(42)
Payment of debt issuance costs		(858)		—
Dividends on Class A common stock		(55,610)		(52,538)
Proceeds from exercise of stock options		143		272
RSU shares withheld for tax		(625)		(1,517)
Repurchases of Class A common stock to treasury stock		—		(79,757)
Distributions to holders of LLC common units		(16,830)		(115,678)
Net cash used in financing activities		(171,730)		(185,864)

Decrease in cash and cash equivalents		(75,673)		(133,375)
Cash and cash equivalents at beginning of the period		130,131		267,332
Cash and cash equivalents at end of the period	$	54,458	$	133,957

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

Beginning in the first quarter of 2021 and continuing through the first quarter of 2023, the Company experienced sequential decreases in new vehicle gross margin, primarily due to the higher cost of new vehicles resulting from the lower industry supply of travel trailers and motorhomes for much of 2021. However, second quarter 2023 new vehicle gross margins were slightly higher than a similar range that the Company experienced in the second quarter pre-COVID-19 pandemic periods of 2016 to 2019, which we believe are more typical demand environments than during the COVID-19 pandemic.

Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in the second quarter of 2023 compared to the pre-COVID-19 pandemic periods of 2016 to 2019. The Company is continuing to execute on its used vehicle strategy, which differentiates it from the competition with proprietary tools, such as the RV Valuator, focus on the development and retention of its service technician team, and investment in its service bay infrastructure.

The following table presents vehicle gross margin and unit sales mix for the three months ended June 30, 2023 and pre-COVID-19 pandemic periods for the three months ended June 30, 2019, 2018, 2017, and 2016 (unaudited):


	Three Months Ended June 30,
	2023	2019⁽¹⁾	2018⁽¹⁾	2017⁽¹⁾	2016⁽¹⁾
Gross margin:
New vehicles	15.4%	12.5%	13.6%	15.1%	14.9%
Used vehicles	22.9%	21.6%	22.9%	25.9%	20.4%

Unit sales mix:
New vehicles	51.5%	67.9%	72.7%	70.7%	61.6%
Used vehicles	48.5%	32.1%	27.3%	29.3%	38.4%

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

Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income attributable 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 attributable 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)	2023		2022		2023		2022
Numerator:
Net income	$	64,723	$	197,985	$	69,626	$	305,284
Less: net income attributable to non-controlling interests		(36,020)		(113,674)		(37,754)		(176,243)
Net income attributable to Camping World Holdings, Inc. — basic	$	28,703	$	84,311		31,872		129,041
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		101		405		—		738
Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock		—		—		28,569		—
Net income attributable to Camping World Holdings, Inc. — diluted	$	28,804	$	84,716	$	60,441	$	129,779
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		44,490		41,737		44,473		42,640
Dilutive options to purchase Class A common stock		29		44		22		66
Dilutive restricted stock units		285		358		243		465
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		—		—		40,045		—
Weighted-average shares of Class A common stock outstanding — diluted		44,804		42,139		84,783		43,171

Earnings per share of Class A common stock — basic	$	0.65	$	2.02	$	0.72	$	3.03
Earnings per share of Class A common stock — diluted	$	0.64	$	2.01	$	0.71	$	3.01

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Restricted stock units		1,099		3,256		1,608		2,448
Common units of CWGS, LLC that are convertible into Class A common stock		40,045		42,045		—		42,045

Non-GAAP Financial Measures

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

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

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

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

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

believes that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
EBITDA and Adjusted EBITDA:
Net income	$	64,723	$	197,985	$	69,626	$	305,284
Other interest expense, net		33,518		14,935		64,631		29,236
Depreciation and amortization		17,206		17,627		31,843		43,162
Income tax expense		13,581		32,375		13,854		53,411
Subtotal EBITDA		129,028		262,922		179,954		431,093
Long-lived asset impairment (a)		477		2,618		7,522		2,618
Lease termination (b)		—		944		—		1,122
(Gain) loss on sale or disposal of assets, net (c)		(145)		381		(5,132)		430
Equity-based compensation (d)		6,492		8,968		12,850		20,642
Restructuring costs (e)		3,259		1,854		3,259		3,877
Loss and impairment on investments in equity securities (f)		184		—		1,683		—
Adjusted EBITDA	$	139,295	$	277,687	$	200,136	$	459,782


	Three Months Ended June 30,				Six Months Ended June 30,
(as percentage of total revenue)	2023		2022		2023		2022
Adjusted EBITDA margin:
Net income margin		3.4%		9.1%		2.1%		8.0%
Other interest expense, net		1.8%		0.7%		1.9%		0.8%
Depreciation and amortization		0.9%		0.8%		0.9%		1.1%
Income tax expense		0.7%		1.5%		0.4%		1.4%
Subtotal EBITDA margin		6.8%		12.1%		5.3%		11.3%
Long-lived asset impairment (a)		0.0%		0.1%		0.2%		0.1%
Lease termination (b)		—		0.0%		—		0.0%
(Gain) loss on sale or disposal of assets, net (c)		(0.0%)		0.0%		(0.2%)		0.0%
Equity-based compensation (d)		0.3%		0.4%		0.4%		0.5%
Restructuring costs (e)		0.2%		0.1%		0.1%		0.1%
Loss and impairment on investments in equity securities (f)		0.0%		—		0.0%		—
Adjusted EBITDA margin		7.3%		12.8%		5.9%		12.0%


	Three Months Ended								TTM Ended
	June 30,		March 31,		December 31,		September 30,		June 30,
($ in thousands)	2023		2023		2022		2022		2023
Adjusted EBITDA:
Net income	$	64,723	$	4,903	$	(57,201)	$	102,948	$	115,373
Other interest expense, net		33,518		31,113		25,983		20,526		111,140
Depreciation and amortization		17,206		14,637		18,935		18,207		68,985
Income tax expense		13,581		273		23,276		22,397		59,527
Subtotal EBITDA		129,028		50,926		10,993		164,078		355,025
Long-lived asset impairment (a)		477		7,045		726		887		9,135
Lease termination (b)		—		—		492		—		492
(Gain) loss on sale or disposal of assets, net (c)		(145)		(4,987)		232		(40)		(4,940)
Equity-based compensation (d)		6,492		6,358		6,413		6,792		26,055
Restructuring costs (e)		3,259		—		1,478		1,671		6,408
Loss and impairment on investments in equity securities (f)		184		1,499		—		—		1,683
Tax Receivable Agreement liability adjustment (g)		—		—		(114)		—		(114)
Adjusted EBITDA	$	139,295	$	60,841	$	20,220	$	173,388	$	393,744

(a)

Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

(b)

Represents the loss on the termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

(c)

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

(d)

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

(e)

Represents restructuring costs relating to the Active Sports Restructuring during the three and six months ended June 30, 2023 and our 2019 Strategic Shift for periods ended on or before December 31, 2022. These restructuring costs include one-time termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above.

(f)

Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the condensed consolidated statements of operations. During the six months ended June 30, 2023, this amount included a $1.3 million impairment on an equity method investment.

(g)

Represents an adjustment to eliminate the gain on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

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

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

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

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

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands except per share amounts)	2023		2022		2023		2022
Numerator:
Net income attributable to Camping World Holdings, Inc.	$	28,703	$	84,311	$	31,872	$	129,041
Adjustments related to basic calculation:
Long-lived asset impairment (a):
Gross adjustment		477		2,618		7,522		2,618
Income tax expense for above adjustment (b)		(64)		(99)		(1,002)		(99)
Lease termination (c):
Gross adjustment		—		944		—		1,122
Income tax expense for above adjustment (b)		—		—		—		—
(Gain) loss on sale or disposal of assets (d):
Gross adjustment		(145)		381		(5,132)		430
Income tax benefit (expense) for above adjustment (b)		19		(3)		684		(3)
Equity-based compensation (e):
Gross adjustment		6,492		8,968		12,850		20,642
Income tax expense for above adjustment (b)		(872)		(951)		(1,729)		(2,288)
Restructuring costs (f):
Gross adjustment		3,259		1,854		3,259		3,877
Income tax expense for above adjustment (b)		(434)		—		(434)		—
Loss and impairment on investments in equity securities (g):
Gross adjustment		184		—		1,683		—
Income tax expense for above adjustment (b)		(25)		—		(225)		—
Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (h)		(4,855)		(7,397)		(9,543)		(14,224)
Adjusted net income attributable to Camping World Holdings, Inc. – basic		32,739		90,626		39,805		141,116
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)		151		—		—		1,110
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)		(37)		—		—		(299)
Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (i)		—		121,071		47,298		—
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (j)		—		(29,735)		(11,586)		—
Assumed income tax expense of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (k)		—		(511)		—		—
Adjusted net income attributable to Camping World Holdings, Inc. – diluted	$	32,853	$	181,451	$	75,517	$	141,927
Denominator:
Weighted-average Class A common shares outstanding – basic		44,490		41,737		44,473		42,640
Adjustments related to diluted calculation:
Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (l)		—		42,045		40,045		—
Dilutive options to purchase Class A common stock (l)		29		44		22		66
Dilutive restricted stock units (l)		285		358		243		465
Adjusted weighted average Class A common shares outstanding – diluted		44,804		84,184		84,783		43,171

Adjusted earnings per share - basic	$	0.74	$	2.17	$	0.90	$	3.31
Adjusted earnings per share - diluted	$	0.73	$	2.16	$	0.89	$	3.29

Anti-dilutive amounts (m):
Numerator:
Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (i)	$	40,724	$	—	$	—	$	189,357
Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (j)	$	(9,934)	$	—	$	—	$	(49,986)
Assumed income tax benefit of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (k)	$	—	$	—	$	—	$	5,837
Denominator:
Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (l)		40,045		—		—		42,045


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands except per share amounts)	2023		2022		2023		2022
Reconciliation of per share amounts:
Earnings per share of Class A common stock — basic	$	0.65	$	2.02	$	0.72	$	3.03
Non-GAAP Adjustments (n)		0.09		0.15		0.18		0.28
Adjusted earnings per share - basic	$	0.74	$	2.17	$	0.90	$	3.31

Earnings per share of Class A common stock — diluted	$	0.64	$	2.01	$	0.71	$	3.01
Non-GAAP Adjustments (n)		0.09		0.15		0.18		0.28
Adjusted earnings per share - diluted	$	0.73	$	2.16	$	0.89	$	3.29

(a)	Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

(b)

Represents the current and deferred income tax expense or benefit effect of the above adjustments. For periods that ended on or before December 31, 2022, many of these adjustments were related to entities with full valuation allowances for which no tax benefit could be recognized. This assumption uses an effective tax rate of 25.3% and 25.4% for the adjustments for the 2023 and 2022 periods, respectively, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c)	Represents the loss on termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities.

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

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

(f)

Represents restructuring costs relating to the Active Sports Restructuring during the three and six months ended June 30, 2023 and the 2019 Strategic Shift for periods that ended on or before December 31, 2022. These restructuring costs include one-time termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above.

(g)

(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 47.4% and 50.2% for the three months ended June 30, 2023 and 2022, respectively, and 47.4% and 49.6% for the six months ended June 30, 2023 and 2022, 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 25.3% and 25.4% for the adjustments for 2023 and 2022 periods, respectively.

(k)

As a result of the LLC Conversion, this adjustment only relates to periods ended on or before December 31, 2022. Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s previous equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries of CWGS, LLC. Subsequent to the redemption of all common units in CWGS, LLC and prior to the LLC Conversion, the Company believes certain actions could have been taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.4% during 2022 for the losses experienced by the consolidated C-corporations for which valuation allowances had been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts. Beginning in 2023, these C-corporation losses offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022.

(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.

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

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

Contacts

Investors:

Brett Andress

InvestorRelations@campingworld.com

Media Outlets:
PR-CWGS@CampingWorld.com

Document and Entity Information	Aug. 01, 2023
Document and Entity Information
Document Type	8-K
Document Period End Date	Aug. 01, 2023
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, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	CWH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001669779
Amendment Flag	false

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