0001669779false00016697792024-07-312024-07-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): July 31, 2024

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Camping World Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware

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001-37908

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81-1737145

(State or Other Jurisdiction of Incorporation)

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(Commission File Number)

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(IRS Employer Identification No.)

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2 Marriott Dr.
Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

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

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Not applicable

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

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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:

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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

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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

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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).

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Emerging growth company ☐

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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. ☐

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Item 2.02. Results of Operations and Financial Condition.

On July 31, 2024, Camping World Holdings, Inc. (the “Company”) announced its financial results for the three months and six months ended June 30, 2024. 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.

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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 July 31, 2024

Exhibit 104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

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.

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CAMPING WORLD HOLDINGS, INC.

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By:

/s/ Thomas E. Kirn

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Name:

Thomas E. Kirn

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Title:

Chief Financial Officer

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Date: July 31, 2024

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Exhibit 99.1

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Camping World Holdings, Inc. Reports Second Quarter 2024 Results with Record New Unit Market Share, Selling Over 22,000 New RVs, up 17% Year-Over-Year, Company Sees Meaningful New Same Store Volume Acceleration in June and July

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LINCOLNSHIRE, IL – July 31, 2024 (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, 2024.

Marcus Lemonis, Chairman and Chief Executive Officer of Camping World Holdings, Inc. stated, “Our record new unit market share was a direct result of listening to the consumer and their mandate for affordability. We saw year-over-year same store new vehicle unit growth accelerate into the mid-teens in June and into the low-twenties in July, positioning our Company for a strong 2025.”

Matt Wagner, President of Camping World Holdings, Inc. commented, “As we prepare for an improved 2025, our unwavering philosophy is to remain disciplined around used aging and stocking levels, regardless of the macro environment. Over the last 30 days, we have begun to thoughtfully ramp up our used stocking levels, with year-over-year increases for the first time in over 10 months and a record volume of consignments. We have proceeded judiciously on mitigating used inventory risk which will keep pressure on used vehicle margins and volume in the second half.”

Mr. Lemonis concluded, “We are unbelievably encouraged by our new vehicle performance over the last several months, but especially the last 60 days. However, we are not naive about the macroeconomic environment around us, and we are taking a more aggressive position around our cost structure and the optimization of underperforming locations.”

Second Quarter-over-Quarter Operating Highlights

●The total number of our store locations was 215 as of June 30, 2024, a net increase of 12 store locations from June 30, 2023, or 5.9%.
●Revenue was $1.8 billion for the second quarter, a decrease of $94.2 million, or 5.0%.
●New vehicle revenue was $847.1 million for the second quarter, an increase of $46.2 million, or 5.8%, and new vehicle unit sales were 22,084 units, an increase of 3,187 units, or 16.9%. Used vehicle revenue was $480.8 million for the second quarter, a decrease of $142.2 million, or 22.8%, and used vehicle unit sales were 15,700 units, a decrease of 2,074 units, or 11.7%. Combined new and used vehicle units sales were 37,784, an increase of 1,113 units, or 3.0%.
●Average selling price of new vehicles declined 9.5% during the second quarter driven primarily by lower cost of 2024 model year travel trailers and discounting of pre-2024 model year new vehicles.
●Average selling price of used vehicles declined 12.6% during the second quarter due to discounting of used vehicles in response to declines in new vehicle prices to maintain used vehicles as a lower cost alternative to new vehicles.
●Same store new vehicle unit sales increased 9.7% for the second quarter and same store used vehicle unit sales decreased 17.0%.
●Products, services and other revenue was $235.9 million, a decline of $11.8 million, or 4.8%, driven largely by a reduction in sales activity resulting from our Active Sports Restructuring and fewer used vehicles sold led to a decline in retail product attachment to vehicle sales, partially offset by increases in RV service revenue.
●Gross profit was $547.7 million, a decrease of $23.4 million, or 4.1%, and total gross margin was 30.3%, an increase of 27 basis points. The gross profit decline was mainly due to the 5.0% decrease in revenue discussed above, which was partially offset by the increase in gross margin. The gross margin increase

1

included a 543 basis point improvement in products, service and other gross margin, from higher labor billing rates on warranty service, the sale of our RV furniture business, improvements to the pricing for aftermarket accessories, and prior year incremental inventory reserve charges of $2.6 million relating to the Active Sports Restructuring that were not recurring in 2024. This gross margin increase was partially offset by a 392 basis point decrease in used vehicles gross margin, which was driven by the decrease in average selling price of used vehicles that was partially offset by a decrease in the average cost of used vehicles sold.
●Selling, general and administrative expenses (“SG&A”) were $419.7 million, a decrease of $1.2 million, or 0.3%. SG&A Excluding Equity-based Compensation(1) was relatively unchanged at $414.4 million, a decrease of $0.2 million, or 0.1%, which was driven by $6.7 million reduced employee compensation costs and $5.8 million of reduced professional fees and services, which was partially offset by $11.8 million of additional advertising expenses.
●Floor plan interest expense was $27.8 million, an increase of $7.1 million, or 34.5%, and other interest expense, net was $36.2 million, an increase of $2.6 million, or 7.9%. These increases were primarily as a result of the rise in interest rates and higher principal balances.
●Net income was $23.4 million for the second quarter of 2024, a decrease of $41.3 million, or 63.8%.
●Diluted earnings per share of Class A common stock was $0.22 for the second quarter of 2024 versus diluted earnings per share of Class A common stock of $0.64 for the second quarter of 2023. Adjusted earnings per share - diluted(1) of Class A common stock was $0.38 for the second quarter of 2024 versus adjusted earnings per share – diluted(1) of Class A common stock of $0.73 for the second quarter of 2023.
●Adjusted EBITDA(1) was $105.6 million, a decrease of $33.7 million, or 24.2%, primarily due to $23.4 million decrease in gross profit, and the $7.1 million increase in floor plan interest.

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(1)Adjusted earnings per share – diluted, Adjusted EBITDA, and SG&A Excluding Equity-based Compensation 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.

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Earnings Conference Call and Webcast Information

A conference call to discuss the Company’s second quarter 2024 financial results is scheduled for August 1, 2024, at 7:30 am Central Time. Investors and analysts can participate on the conference call by dialing 1-844-826-3035 (international callers please dial 1-412-317-5195) and using conference ID# 10190122. 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.

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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, 2024, the Company owned 53.0% 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 for the second quarter ended June 30, 2024 to our financial results from the second quarter ended June 30, 2023.

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About Camping World Holdings, Inc.

Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (together with its subsidiaries) is the world’s largest retailer of RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy. 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 employees 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.  

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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 intention with regards to used aging and stocking levels, our cost management actions, our investments, our expectations regarding improvements in our business, macroeconomic and industry trends, business plans and goals, and future financial results and position, including vehicle margins and volume, in each case on any specific timeline or at all. 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, high prices for fuel or changes in energy sources; the success of our manufacturers; changes in consumer preferences; risks related to our strategic review of our Good Sam business; 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; 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; our private brand offerings exposing us to various 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; risks related to climate change and other environmental, social and governance matters; 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 for the year ended December 31, 2023 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.

3

Future declarations of quarterly dividends, if any, 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, X (formerly known as 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.

4

Camping World Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

(In Thousands Except Per Share Amounts)

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​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

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​

June 30, 

​

June 30, 

​

​

2024

    

2023

    

2024

    

2023

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

$

52,548

​

$

51,038

​

$

98,229

​

$

97,405

RV and Outdoor Retail

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

847,105

​

​

800,903

​

​

1,503,191

​

​

1,447,655

Used vehicles

​

​

480,774

​

​

622,962

​

​

818,459

​

​

1,067,708

Products, service and other

​

​

235,947

​

​

247,760

​

​

413,841

​

​

455,421

Finance and insurance, net

​

​

179,016

​

​

166,934

​

​

314,470

​

​

296,706

Good Sam Club

​

​

11,115

​

​

11,124

​

​

22,332

​

​

22,706

Subtotal

​

​

1,753,957

​

​

1,849,683

​

​

3,072,293

​

​

3,290,196

Total revenue

​

​

1,806,505

​

​

1,900,721

​

​

3,170,522

​

​

3,387,601

Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

​

17,192

​

​

17,671

​

​

32,375

​

​

33,823

RV and Outdoor Retail

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

717,650

​

​

677,376

​

​

1,282,689

​

​

1,234,918

Used vehicles

​

​

389,601

​

​

480,419

​

​

668,134

​

​

822,366

Products, service and other

​

​

132,933

​

​

153,043

​

​

234,608

​

​

282,061

Good Sam Club

​

​

1,470

​

​

1,110

​

​

2,660

​

​

2,311

Subtotal

​

​

1,241,654

​

​

1,311,948

​

​

2,188,091

​

​

2,341,656

Total costs applicable to revenue

​

​

1,258,846

​

​

1,329,619

​

​

2,220,466

​

​

2,375,479

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross profit (exclusive of depreciation and amortization shown separately below):

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

​

35,356

​

​

33,367

​

​

65,854

​

​

63,582

RV and Outdoor Retail

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

129,455

​

​

123,527

​

​

220,502

​

​

212,737

Used vehicles

​

​

91,173

​

​

142,543

​

​

150,325

​

​

245,342

Products, service and other

​

​

103,014

​

​

94,717

​

​

179,233

​

​

173,360

Finance and insurance, net

​

​

179,016

​

​

166,934

​

​

314,470

​

​

296,706

Good Sam Club

​

​

9,645

​

​

10,014

​

​

19,672

​

​

20,395

Subtotal

​

​

512,303

​

​

537,735

​

​

884,202

​

​

948,540

Total gross profit

​

​

547,659

​

​

571,102

​

​

950,056

​

​

1,012,122

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Selling, general, and administrative

​

​

419,676

​

​

420,887

​

​

791,149

​

​

786,613

Depreciation and amortization

​

​

20,032

​

​

17,206

​

​

39,322

​

​

31,843

Long-lived asset impairment

​

​

4,584

​

​

477

​

​

10,411

​

​

7,522

Lease termination

​

​

40

​

​

—

​

​

40

​

​

—

Loss (gain) on sale or disposal of assets

​

​

7,945

​

​

(145)

​

​

9,530

​

​

(5,132)

Total operating expenses

​

​

452,277

​

​

438,425

​

​

850,452

​

​

820,846

Income from operations

​

​

95,382

​

​

132,677

​

​

99,604

​

​

191,276

Other expense

​

​

​

​

​

​

​

​

​

​

​

​

Floor plan interest expense

​

​

(27,799)

​

​

(20,672)

​

​

(55,681)

​

​

(41,482)

Other interest expense, net

​

​

(36,153)

​

​

(33,518)

​

​

(72,247)

​

​

(64,631)

Other expense, net

​

​

(81)

​

​

(183)

​

​

(175)

​

​

(1,683)

Total other expense

​

​

(64,033)

​

​

(54,373)

​

​

(128,103)

​

​

(107,796)

Income (loss) before income taxes

​

​

31,349

​

​

78,304

​

​

(28,499)

​

​

83,480

Income tax (expense) benefit

​

​

(7,935)

​

​

(13,581)

​

​

1,107

​

​

(13,854)

Net income (loss)

​

​

23,414

​

​

64,723

​

​

(27,392)

​

​

69,626

Less: net income (loss) attributable to non-controlling interests

​

​

(13,643)

​

​

(36,020)

​

​

14,856

​

​

(37,754)

Net income (loss) attributable to Camping World Holdings, Inc.

​

$

9,771

​

$

28,703

​

$

(12,536)

​

$

31,872

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings (loss) per share of Class A common stock:

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.22

​

$

0.65

​

$

(0.28)

​

$

0.72

Diluted

​

$

0.22

​

$

0.64

​

$

(0.28)

​

$

0.71

Weighted average shares of Class A common stock outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

45,093

​

​

44,490

​

​

45,070

​

​

44,473

Diluted

​

​

45,244

​

​

44,804

​

​

45,070

​

​

84,783

​

​

5

Camping World Holdings, Inc. and Subsidiaries

Supplemental Data (unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Increase

​

​

Percent

​

​

2024

    

2023

    

(decrease)

​

    

Change

Unit sales

    

​

​

    

​

​

    

​

​

​

    

​

​

New vehicles

​

​

22,084

​

​

18,897

​

​

3,187

​

​

​

16.9%

Used vehicles

​

​

15,700

​

​

17,774

​

​

(2,074)

​

​

​

(11.7%)

Total

​

​

37,784

​

​

36,671

​

​

1,113

​

​

​

3.0%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average selling price

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

38,358

​

$

42,383

​

$

(4,025)

​

​

​

(9.5%)

Used vehicles

​

​

30,623

​

​

35,049

​

​

(4,426)

​

​

​

(12.6%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Same store unit sales(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

19,824

​

​

18,065

​

​

1,759

​

​

​

9.7%

Used vehicles

​

​

14,269

​

​

17,195

​

​

(2,926)

​

​

​

(17.0%)

Total

​

​

34,093

​

​

35,260

​

​

(1,167)

​

​

​

(3.3%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Same store revenue(1) ($ in 000s)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

761,528

​

$

767,728

​

$

(6,200)

​

​

​

(0.8%)

Used vehicles

​

​

436,111

​

​

603,063

​

​

(166,952)

​

​

​

(27.7%)

Products, service and other

​

​

184,785

​

​

198,381

​

​

(13,596)

​

​

​

(6.9%)

Finance and insurance, net

​

​

160,923

​

​

161,210

​

​

(287)

​

​

​

(0.2%)

Total

​

$

1,543,347

​

$

1,730,382

​

$

(187,035)

​

​

​

(10.8%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average gross profit per unit

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

5,862

​

$

6,537

​

$

(675)

​

​

​

(10.3%)

Used vehicles

​

​

5,807

​

​

8,020

​

​

(2,213)

​

​

​

(27.6%)

Finance and insurance, net per vehicle unit

​

​

4,738

​

​

4,552

​

​

186

​

​

​

4.1%

Total vehicle front-end yield(2)

​

​

10,577

​

​

11,808

​

​

(1,231)

​

​

​

(10.4%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross margin

​

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

​

67.3%

​

​

65.4%

​

​

191

bps

​

​

​

New vehicles

​

​

15.3%

​

​

15.4%

​

​

(14)

bps

​

​

​

Used vehicles

​

​

19.0%

​

​

22.9%

​

​

(392)

bps

​

​

​

Products, service and other

​

​

43.7%

​

​

38.2%

​

​

543

bps

​

​

​

Finance and insurance, net

​

​

100.0%

​

​

100.0%

​

​

unch.

​

​

​

​

Good Sam Club

​

​

86.8%

​

​

90.0%

​

​

(325)

bps

​

​

​

Subtotal RV and Outdoor Retail

​

​

29.2%

​

​

29.1%

​

​

14

bps

​

​

​

Total gross margin

​

​

30.3%

​

​

30.0%

​

​

27

bps

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Retail locations

​

​

​

​

​

​

​

​

​

​

​

​

​

RV dealerships

​

​

211

​

​

196

​

​

15

​

​

​

7.7%

RV service & retail centers

​

​

4

​

​

7

​

​

(3)

​

​

​

(42.9%)

Total

​

​

215

​

​

203

​

​

12

​

​

​

5.9%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RV and Outdoor Retail inventories ($ in 000s)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

1,477,510

​

$

1,206,493

​

$

271,017

​

​

​

22.5%

Used vehicles

​

​

349,843

​

​

651,396

​

​

(301,553)

​

​

​

(46.3%)

Products, parts, accessories and misc.

​

​

186,758

​

​

218,570

​

​

(31,812)

​

​

​

(14.6%)

Total RV and Outdoor Retail inventories

​

$

2,014,111

​

$

2,076,459

​

$

(62,348)

​

​

​

(3.0%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vehicle inventory per location ($ in 000s)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicle inventory per dealer location

​

$

7,002

​

$

6,156

​

$

847

​

​

​

13.8%

Used vehicle inventory per dealer location

​

​

1,658

​

​

3,323

​

​

(1,665)

​

​

​

(50.1%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vehicle inventory turnover(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicle inventory turnover

​

​

2.0

​

​

1.8

​

​

0.2

​

​

​

10.8%

Used vehicle inventory turnover

​

​

3.9

​

​

3.0

​

​

0.9

​

​

​

31.6%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other data

​

​

​

​

​

​

​

​

​

​

​

​

​

Active Customers(4)

​

​

4,762,376

​

​

5,218,340

​

​

(455,964)

​

​

​

(8.7%)

Good Sam Club members (5)

​

​

1,880,126

​

​

2,036,119

​

​

(155,993)

​

​

​

(7.7%)

Service bays (6)

​

​

2,877

​

​

2,720

​

​

157

​

​

​

5.8%

Finance and insurance gross profit as a % of total vehicle revenue

​

​

13.5%

​

​

11.7%

​

​

176

bps

​

​

n/a

Same store locations

​

​

182

​

​

n/a

​

​

n/a

​

​

​

n/a

​

6

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended June 30, 

​

Increase

​

​

Percent

​

​

2024

    

2023

    

(decrease)

​

    

Change

Unit sales

    

​

​

    

​

​

    

​

​

​

    

​

​

New vehicles

​

​

38,966

​

​

32,809

​

​

6,157

​

​

​

18.8%

Used vehicles

​

​

26,394

​

​

30,206

​

​

(3,812)

​

​

​

(12.6%)

Total

​

​

65,360

​

​

63,015

​

​

2,345

​

​

​

3.7%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average selling price

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

38,577

​

$

44,124

​

$

(5,547)

​

​

​

(12.6%)

Used vehicles

​

​

31,009

​

​

35,348

​

​

(4,338)

​

​

​

(12.3%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Same store unit sales(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

​

35,447

​

​

31,591

​

​

3,856

​

​

​

12.2%

Used vehicles

​

​

24,299

​

​

29,321

​

​

(5,022)

​

​

​

(17.1%)

Total

​

​

59,746

​

​

60,912

​

​

(1,166)

​

​

​

(1.9%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Same store revenue(1) ($ in 000s)

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

1,368,241

​

$

1,398,018

​

$

(29,777)

​

​

​

(2.1%)

Used vehicles

​

​

748,589

​

​

1,037,534

​

​

(288,945)

​

​

​

(27.8%)

Products, service and other

​

​

329,200

​

​

356,855

​

​

(27,655)

​

​

​

(7.7%)

Finance and insurance, net

​

​

287,914

​

​

288,022

​

​

(108)

​

​

​

(0.0%)

Total

​

$

2,733,944

​

$

3,080,429

​

$

(346,485)

​

​

​

(11.2%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average gross profit per unit

​

​

​

​

​

​

​

​

​

​

​

​

​

New vehicles

​

$

5,659

​

$

6,484

​

$

(825)

​

​

​

(12.7%)

Used vehicles

​

​

5,695

​

​

8,122

​

​

(2,427)

​

​

​

(29.9%)

Finance and insurance, net per vehicle unit

​

​

4,811

​

​

4,708

​

​

103

​

​

​

2.2%

Total vehicle front-end yield(2)

​

​

10,485

​

​

11,978

​

​

(1,493)

​

​

​

(12.5%)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross margin

​

​

​

​

​

​

​

​

​

​

​

​

​

Good Sam Services and Plans

​

​

67.0%

​

​

65.3%

​

​

177

bps

​

​

​

New vehicles

​

​

14.7%

​

​

14.7%

​

​

(3)

bps

​

​

​

Used vehicles

​

​

18.4%

​

​

23.0%

​

​

(461)

bps

​

​

​

Products, service and other

​

​

43.3%

​

​

38.1%

​

​

524

bps

​

​

​

Finance and insurance, net

​

​

100.0%

​

​

100.0%

​

​

unch.

bps

​

​

​

Good Sam Club

​

​

88.1%

​

​

89.8%

​

​

(173)

bps

​

​

​

Subtotal RV and Outdoor Retail

​

​

28.8%

​

​

28.8%

​

​

(5)

bps

​

​

​

Total gross margin

​

​

30.0%

​

​

29.9%

​

​

9

bps

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other data

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance and insurance gross profit as a % of total vehicle revenue

​

​

13.5%

​

​

11.8%

​

​

175

bps

​

​

n/a

Same store locations

​

​

182

​

​

n/a

​

​

n/a

​

​

​

n/a

​

unch – unchanged

bps – basis points

n/a – not applicable

​

(1)Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.
(2)Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.
(3)Inventory turnover is calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.
(4)An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.
(5)Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits.
(6)A service bay is a fully-constructed bay dedicated to service, installation, and collision offerings.

​

7

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

(In Thousands Except Per Share Amounts)

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 

​

December 31, 

​

June 30, 

​

  

2024

​

2023

    

2023

Assets

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

23,743

​

$

39,647

​

$

54,458

Contracts in transit

​

​

165,033

​

​

60,229

​

​

132,466

Accounts receivable, net

​

​

128,938

​

​

128,070

​

​

119,247

Inventories

​

​

2,014,444

​

​

2,042,949

​

​

2,077,024

Prepaid expenses and other assets

​

​

68,220

​

​

48,353

​

​

56,063

Assets held for sale

​

​

8,418

​

​

29,864

​

​

4,635

Total current assets

​

​

2,408,796

​

​

2,349,112

​

​

2,443,893

​

​

​

​

​

​

​

​

​

​

Property and equipment, net

​

​

856,308

​

​

834,426

​

​

785,003

Operating lease assets

​

​

760,143

​

​

740,052

​

​

730,460

Deferred tax assets, net

​

​

150,105

​

​

157,326

​

​

141,233

Intangible assets, net

​

​

21,354

​

​

13,717

​

​

15,028

Goodwill

​

​

731,015

​

​

711,222

​

​

655,744

Other assets

​

​

34,387

​

​

39,829

​

​

31,732

Total assets

​

$

4,962,108

​

$

4,845,684

​

$

4,803,093

Liabilities and stockholders' equity

​

​

​

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

​

​

​

Accounts payable

​

$

260,390

​

$

133,516

​

$

200,516

Accrued liabilities

​

​

187,120

​

​

149,096

​

​

192,639

Deferred revenues

​

​

99,045

​

​

92,366

​

​

96,850

Current portion of operating lease liabilities

​

​

62,795

​

​

63,695

​

​

61,808

Current portion of finance lease liabilities

​

​

7,335

​

​

17,133

​

​

5,337

Current portion of Tax Receivable Agreement liability

​

​

12,277

​

​

12,943

​

​

13,999

Current portion of long-term debt

​

​

24,082

​

​

22,121

​

​

26,766

Notes payable – floor plan, net

​

​

1,296,352

​

​

1,371,145

​

​

1,155,356

Other current liabilities

​

​

80,343

​

​

68,536

​

​

84,552

Liabilities related to assets held for sale

​

​

—

​

​

17,288

​

​

4,125

Total current liabilities

​

​

2,029,739

​

​

1,947,839

​

​

1,841,948

​

​

​

​

​

​

​

​

​

​

Operating lease liabilities, net of current portion

​

​

788,613

​

​

763,958

​

​

753,999

Finance lease liabilities, net of current portion

​

​

134,538

​

​

97,751

​

​

99,341

Tax Receivable Agreement liability, net of current portion

​

​

137,589

​

​

149,866

​

​

151,053

Revolving line of credit

​

​

31,885

​

​

20,885

​

​

20,885

Long-term debt, net of current portion

​

​

1,513,986

​

​

1,498,958

​

​

1,521,629

Deferred revenues

​

​

66,981

​

​

66,780

​

​

69,809

Other long-term liabilities

​

​

92,140

​

​

85,440

​

​

86,186

Total liabilities

​

​

4,795,471

​

​

4,631,477

​

​

4,544,850

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, 49,571 and 49,571 shares issued, respectively; 45,115, 45,020 and 44,525 shares outstanding, respectively

​

​

496

​

​

496

​

​

496

Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466, 39,466 and 39,466 shares issued, respectively; 39,466, 39,466 and 39,466 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

​

​

100,076

​

​

98,280

​

​

115,844

Treasury stock, at cost; 4,456, 4,551, and 5,046 shares, respectively

​

​

(156,116)

​

​

(159,440)

​

​

(176,783)

Retained earnings

​

​

161,434

​

​

185,244

​

​

197,293

Total stockholders' equity attributable to Camping World Holdings, Inc.

​

​

105,894

​

​

124,584

​

​

136,854

Non-controlling interests

​

​

60,743

​

​

89,623

​

​

121,389

Total stockholders' equity

​

​

166,637

​

​

214,207

​

​

258,243

Total liabilities and stockholders' equity

​

$

4,962,108

​

$

4,845,684

​

$

4,803,093

​

8

Camping World Holdings, Inc. and Subsidiaries

Summary of Consolidated Statements of Cash Flows (unaudited)

(In Thousands)

​

​

​

​

​

​

​

​

​

Six Months Ended June 30, 

​

    

2024

    

2023

​

​

​

​

​

​

​

Net cash provided by operating activities

​

$

84,341

​

$

227,964

​

​

​

​

​

​

​

Investing activities

​

​

​

​

​

​

Purchases of property and equipment

​

​

(48,553)

​

​

(53,053)

Proceeds from sale of property and equipment

​

​

3,583

​

​

2,034

Purchases of real property

​

​

(1,243)

​

​

(36,981)

Proceeds from the sale of real property

​

​

31,195

​

​

35,603

Purchases of businesses, net of cash acquired

​

​

(62,323)

​

​

(74,414)

Proceeds from divestiture of business

​

​

19,957

​

​

—

Purchases of and loans to other investments

​

​

—

​

​

(3,444)

Purchases of intangible assets

​

​

(142)

​

​

(1,652)

Proceeds from sale of intangible assets

​

​

2,595

​

​

—

Net cash used in investing activities

​

​

(54,931)

​

​

(131,907)

​

​

​

​

​

​

​

Financing activities

​

​

​

​

​

​

Proceeds from long-term debt

​

​

55,624

​

​

59,227

Payments on long-term debt

​

​

(57,351)

​

​

(22,776)

Net payments on notes payable – floor plan, net

​

​

(19,160)

​

​

(131,462)

Borrowings on revolving line of credit

​

​

43,000

​

​

—

Payments on revolving line of credit

​

​

(32,000)

​

​

—

Payments on finance leases

​

​

(3,682)

​

​

(2,847)

Payments on sale-leaseback arrangement

​

​

(97)

​

​

(92)

Payment of debt issuance costs

​

​

(876)

​

​

(858)

Dividends on Class A common stock

​

​

(11,274)

​

​

(55,610)

Proceeds from exercise of stock options

​

​

51

​

​

143

RSU shares withheld for tax

​

​

(754)

​

​

(625)

Distributions to holders of LLC common units

​

​

(18,795)

​

​

(16,830)

Net cash used in financing activities

​

​

(45,314)

​

​

(171,730)

​

​

​

​

​

​

​

Decrease in cash and cash equivalents

​

​

(15,904)

​

​

(75,673)

Cash and cash equivalents at beginning of the period

​

​

39,647

​

​

130,131

Cash and cash equivalents at end of the period

​

$

23,743

​

$

54,458

​

9

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

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

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

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30,

​

​

2024

​

2019(1)

​

2018(1)

​

2017(1)

​

2016(1)

Gross margin:

​

​

​

​

​

​

​

​

​

​

New vehicles

​

15.3%

​

12.5%

​

13.6%

​

15.1%

​

14.9%

Used vehicles

​

19.0%

​

21.6%

​

22.9%

​

25.9%

​

20.4%

​

​

​

​

​

​

​

​

​

​

​

Unit sales mix:

​

​

​

​

​

​

​

​

​

​

New vehicles

​

58.4%

​

67.9%

​

72.7%

​

70.7%

​

61.6%

Used vehicles

​

41.6%

​

32.1%

​

27.3%

​

29.3%

​

38.4%

​

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

​

Earnings (Loss) Per Share

Basic earnings (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock is computed by dividing net income (loss) 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 (loss) per share of Class A common stock (unaudited):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30,

​

Six Months Ended June 30,

(In thousands except per share amounts)

​

2024

    

2023

    

2024

    

2023

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

23,414

​

$

64,723

​

$

(27,392)

​

$

69,626

Less: net income (loss) attributable to non-controlling interests

​

​

(13,643)

​

​

(36,020)

​

​

14,856

​

​

(37,754)

Net income (loss) attributable to Camping World Holdings, Inc. — basic

​

$

9,771

​

$

28,703

​

$

(12,536)

​

$

31,872

Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

​

​

19

​

​

101

​

​

—

​

​

—

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 (loss) attributable to Camping World Holdings, Inc. — diluted

​

$

9,790

​

$

28,804

​

$

(12,536)

​

$

60,441

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average shares of Class A common stock outstanding — basic

​

​

45,093

​

​

44,490

​

​

45,070

​

​

44,473

Dilutive options to purchase Class A common stock

​

​

—

​

​

29

​

​

—

​

​

22

Dilutive restricted stock units

​

​

151

​

​

285

​

​

—

​

​

243

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

​

​

45,244

​

​

44,804

​

​

45,070

​

​

84,783

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings (loss) per share of Class A common stock — basic

​

$

0.22

​

$

0.65

​

$

(0.28)

​

$

0.72

Earnings (loss) per share of Class A common stock — diluted

​

$

0.22

​

$

0.64

​

$

(0.28)

​

$

0.71

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings (loss) per share of Class A common stock:

​

​

​

​

​

​

​

​

​

​

​

​

Stock options to purchase Class A common stock

​

​

186

​

​

—

​

​

188

​

​

—

Restricted stock units

​

​

1,037

​

​

1,099

​

​

1,980

​

​

1,608

Common units of CWGS, LLC that are convertible into Class A common stock

​

​

40,045

​

​

40,045

​

​

40,045

​

​

—

​

​

​

10

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

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

Our earnings call on August 1, 2024 may present guidance that includes Adjusted EBITDA. A full reconciliation of the forecasted Adjusted EBITDA to its most-directly comparable GAAP metric cannot be provided without unreasonable efforts due to the inherent difficulty in forecasting and quantifying with reasonable accuracy significant items required for the reconciliations.

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

​

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

We define “EBITDA” as net income (loss) before other interest expense, net (excluding floor plan interest expense), provision for income tax (expense) benefit and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination, gains and losses on sale or disposal of assets, net, equity-based compensation, loss and impairment on investments in equity securities, Tax Receivable Agreement liability adjustment, restructuring costs related to the Active Sports Restructuring, 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

11

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 (unaudited):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30,

​

Six Months Ended June 30,

​

($ in thousands)

    

2024

    

2023

    

2024

    

2023

    

EBITDA and Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

23,414

​

$

64,723

​

$

(27,392)

​

$

69,626

​

Other interest expense, net

​

​

36,153

​

​

33,518

​

​

72,247

​

​

64,631

​

Depreciation and amortization

​

​

20,032

​

​

17,206

​

​

39,322

​

​

31,843

​

Income tax expense (benefit)

​

​

7,935

​

​

13,581

​

​

(1,107)

​

​

13,854

​

Subtotal EBITDA

​

​

87,534

​

​

129,028

​

​

83,070

​

​

179,954

​

Long-lived asset impairment (a)

​

​

4,584

​

​

477

​

​

10,411

​

​

7,522

​

Lease termination (b)

​

​

40

​

​

—

​

​

40

​

​

—

​

Loss (gain) on sale or disposal of assets, net (c)

​

​

7,945

​

​

(145)

​

​

9,530

​

​

(5,132)

​

Equity-based compensation (d)

​

​

5,397

​

​

6,492

​

​

10,594

​

​

12,850

​

Restructuring costs (e)

​

​

—

​

​

3,259

​

​

—

​

​

3,259

​

Loss and impairment on investments in equity securities (f)

​

​

81

​

​

184

​

​

175

​

​

1,683

​

Adjusted EBITDA

​

$

105,581

​

$

139,295

​

$

113,820

​

$

200,136

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30,

​

Six Months Ended June 30,

(as percentage of total revenue)

​

2024

    

2023

​

2024

    

2023

Adjusted EBITDA margin:

​

​

​

​

​

​

​

​

Net income (loss) margin

​

1.3%

​

3.4%

​

(0.9%)

​

2.1%

Other interest expense, net

​

2.0%

​

1.8%

​

2.3%

​

1.9%

Depreciation and amortization

​

1.1%

​

0.9%

​

1.2%

​

0.9%

Income tax expense (benefit)

​

0.4%

​

0.7%

​

(0.0%)

​

0.4%

Subtotal EBITDA margin

​

4.8%

​

6.8%

​

2.6%

​

5.3%

Long-lived asset impairment (a)

​

0.3%

​

0.0%

​

0.3%

​

0.2%

Lease termination (b)

​

0.0%

​

—

​

0.0%

​

—

Loss (gain) on sale or disposal of assets, net (c)

​

0.4%

​

(0.0%)

​

0.3%

​

(0.2%)

Equity-based compensation (d)

​

0.3%

​

0.3%

​

0.3%

​

0.4%

Restructuring costs (e)

​

—

​

0.2%

​

—

​

0.1%

Loss and impairment on investments in equity securities (f)

​

0.0%

​

0.0%

​

0.0%

​

0.0%

Adjusted EBITDA margin

​

5.8%

​

7.3%

​

3.6%

​

5.9%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

TTM Ended

​

June 30, 

​

March 31,

​

December 31,

​

September 30,

​

June 30, 

($ in thousands)

2024

    

2024

    

2023

    

2023

​

2024

Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

$

23,414

​

$

(50,806)

​

$

(49,918)

​

$

30,893

​

$

(46,417)

Other interest expense, net

​

36,153

​

​

36,094

​

​

35,397

​

​

35,242

​

​

142,886

Depreciation and amortization

​

20,032

​

​

19,290

​

​

19,181

​

​

17,619

​

​

76,122

Income tax expense (benefit)

​

7,935

​

​

(9,042)

​

​

(18,732)

​

​

3,679

​

​

(16,160)

Subtotal EBITDA

​

87,534

​

​

(4,464)

​

​

(14,072)

​

​

87,433

​

​

156,431

Long-lived asset impairment (a)

​

4,584

​

​

5,827

​

​

—

​

​

1,747

​

​

12,158

Lease termination (b)

​

40

​

​

—

​

​

(478)

​

​

375

​

​

(63)

Loss (gain) on sale or disposal of assets, net (c)

​

7,945

​

​

1,585

​

​

(221)

​

​

131

​

​

9,440

Equity-based compensation (d)

​

5,397

​

​

5,197

​

​

5,770

​

​

5,466

​

​

21,830

Restructuring costs (e)

​

—

​

​

—

​

​

732

​

​

1,549

​

​

2,281

Loss and impairment on investments in equity securities (f)

​

81

​

​

94

​

​

110

​

​

(23)

​

​

262

Tax Receivable Agreement liability adjustment (g)

​

—

​

​

—

​

​

(762)

​

​

(1,680)

​

​

(2,442)

Adjusted EBITDA

$

105,581

​

$

8,239

​

$

(8,921)

​

$

94,998

​

$

199,897

12

​

(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 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. 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 gain and loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments. These amounts are included in other expense, net in the 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 gains on remeasurement of the Tax Receivable Agreement primarily due to changes in the Company’s blended statutory income tax rate.

​

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

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

​

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

​

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

​

13

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30,

​

Six Months Ended June 30,

(In thousands except per share amounts)

    

2024

    

2023

    

2024

    

2023

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to Camping World Holdings, Inc.

​

$

9,771

​

$

28,703

​

$

(12,536)

​

$

31,872

Adjustments related to basic calculation:

​

​

​

​

​

​

​

​

​

​

​

​

Long-lived asset impairment (a):

​

​

​

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

4,584

​

​

477

​

​

10,411

​

​

7,522

Income tax expense for above adjustment (b)

​

​

(607)

​

​

(64)

​

​

(1,378)

​

​

(1,002)

Lease termination (c):

​

​

​

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

40

​

​

—

​

​

40

​

​

—

Income tax expense for above adjustment (b)

​

​

(5)

​

​

—

​

​

(5)

​

​

—

Loss (gain) on sale or disposal of assets (d):

​

​

​

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

7,945

​

​

(145)

​

​

9,530

​

​

(5,132)

Income tax (expense) benefit for above adjustment (b)

​

​

(1,052)

​

​

19

​

​

(1,262)

​

​

684

Equity-based compensation (e):

​

​

​

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

5,397

​

​

6,492

​

​

10,594

​

​

12,850

Income tax expense for above adjustment (b)

​

​

(722)

​

​

(872)

​

​

(1,417)

​

​

(1,729)

Restructuring costs (f):

​

​

​

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

—

​

​

3,259

​

​

—

​

​

3,259

Income tax expense for above adjustment (b)

​

​

—

​

​

(434)

​

​

—

​

​

(434)

Loss and impairment on investments in equity securities (g):

​

​

​

​

​

​

​

​

​

​

​

​

Gross adjustment

​

​

81

​

​

184

​

​

175

​

​

1,683

Income tax expense for above adjustment (b)

​

​

(11)

​

​

(25)

​

​

(23)

​

​

(225)

Adjustment to net income (loss) attributable to non-controlling interests resulting from the above adjustments (h)

​

​

(8,481)

​

​

(4,855)

​

​

(14,452)

​

​

(9,543)

Adjusted net income (loss) attributable to Camping World Holdings, Inc. – basic

​

​

16,940

​

​

32,739

​

​

(323)

​

​

39,805

Adjustments related to diluted calculation:

​

​

​

​

​

​

​

​

​

​

​

​

Reallocation of net income (loss) attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (i)

​

​

39

​

​

151

​

​

(38)

​

​

—

Income tax on reallocation of net income (loss) attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)

​

​

(9)

​

​

(37)

​

​

10

​

​

—

Reallocation of net income (loss) attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (i)

​

​

—

​

​

—

​

​

—

​

​

47,298

Income tax on reallocation of net income (loss) attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (j)

​

​

—

​

​

—

​

​

—

​

​

(11,586)

Adjusted net income (loss) attributable to Camping World Holdings, Inc. – diluted

​

$

16,970

​

$

32,853

​

$

(351)

​

$

75,517

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average Class A common shares outstanding – basic

​

​

45,093

​

​

44,490

​

​

45,070

​

​

44,473

Adjustments related to diluted calculation:

​

​

​

​

​

​

​

​

​

​

​

​

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (k)

​

​

—

​

​

—

​

​

—

​

​

40,045

Dilutive options to purchase Class A common stock (k)

​

​

—

​

​

29

​

​

14

​

​

22

Dilutive restricted stock units (k)

​

​

151

​

​

285

​

​

207

​

​

243

Adjusted weighted average Class A common shares outstanding – diluted

​

​

45,244

​

​

44,804

​

​

45,291

​

​

84,783

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted earnings (loss) per share - basic

​

$

0.38

​

$

0.74

​

$

(0.01)

​

$

0.90

Adjusted earnings (loss) per share - diluted

​

$

0.38

​

$

0.73

​

$

(0.01)

​

$

0.89

​

​

​

​

​

​

​

​

​

​

​

​

​

Anti-dilutive amounts (l):

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Reallocation of net income (loss) attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (i)

​

$

22,085

​

$

40,724

​

$

(366)

​

$

—

Income tax on reallocation of net income (loss) attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (j)

​

$

(5,126)

​

$

(9,934)

​

$

592

​

$

—

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (k)

​

​

40,045

​

​

40,045

​

​

40,045

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

14

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30,

​

Six Months Ended June 30,

(In thousands except per share amounts)

    

2024

    

2023

    

2024

    

2023

Reconciliation of per share amounts:

​

​

​

​

​

​

​

​

​

​

​

​

Earnings (loss) per share of Class A common stock — basic

​

$

0.22

​

$

0.65

​

$

(0.28)

​

$

0.72

Non-GAAP Adjustments (m)

​

​

0.16

​

​

0.09

​

​

0.27

​

​

0.18

Adjusted earnings (loss) per share - basic

​

$

0.38

​

$

0.74

​

$

(0.01)

​

$

0.90

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings (loss) per share of Class A common stock — diluted

​

$

0.22

​

$

0.64

​

$

(0.28)

​

$

0.71

Non-GAAP Adjustments (m)

​

​

0.16

​

​

0.09

​

​

0.27

​

​

0.18

Adjusted earnings (loss) per share - diluted

​

$

0.38

​

$

0.73

​

$

(0.01)

​

$

0.89

​

(a)Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.
(b)Represents the current and deferred income tax expense or benefit effect of the above adjustments. This assumption uses effective tax rates of 25.0% and 25.3% for the adjustments for the 2024 and 2023 periods, which represent the estimated tax rates that would apply had the above adjustments been included in the determination of our non-GAAP metric.
(c)Represents the loss on the termination of operating leases resulting from 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 Active Sports Restructuring during the three and six months ended June 30, 2023. These restructuring costs include one-time termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs.
(g)Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments. During the six months ended June 30, 2023, this amount included a $1.3 million impairment on an equity method investment.
(h)Represents the adjustment to net income (loss) attributable to non-controlling interests resulting from the above adjustments that impact the net income (loss) of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 47.0% and 47.4% for the three months ended June 30, 2024 and 2023, respectively, and 47.0% and 47.4% for the six months ended June 30, 2024 and 2023, respectively.
(i)Represents the reallocation of net income (loss) attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.
(j)Represents the income tax expense effect of the above adjustment for reallocation of net income (loss) attributable to non-controlling interests. This assumption uses effective tax rates of 25.0% and 25.3% for the adjustments for 2024 and 2023 periods.
(k)Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.
(l)The below amounts have not been considered in our adjusted earnings (loss) per share – diluted amounts as the effect of these items are anti-dilutive.
(m)Represents the per share impact of the Non-GAAP adjustments to net income (loss) detailed above (see (a) through (h) above).

​

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

SG&A Excluding Equity-based Compensation

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

15

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30,

​

Six Months Ended June 30,

($ in thousands)

​

2024

​

2023

​

2024

​

2023

SG&A Excluding Equity-based Compensation:

​

​

​

​

​

​

​

​

​

​

​

​

SG&A

​

$

419,676

​

$

420,887

​

$

791,149

​

$

786,613

Equity-based Compensation - SG&A

​

​

(5,308)

​

​

(6,270)

​

​

(10,413)

​

​

(12,497)

SG&A Excluding Equity-based Compensation

​

$

414,368

​

$

414,617

​

$

780,736

​

$

774,116

As a percentage of gross profit

​

​

75.7%

​

​

72.6%

​

​

82.2%

​

​

76.5%

​

​

​

Contacts

Investors:

Brett Andress

InvestorRelations@campingworld.com

​

Media Outlets:
PR-CWGS@CampingWorld.com

16

v3.24.2
Document and Entity Information
Jul. 31, 2024
Document and Entity Information  
Document Type 8-K
Document Period End Date Jul. 31, 2024
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 2 Marriott Dr.
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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