Business Wire | Feb 25, 2021 07:49AM EST

Camping World Holdings, Inc. Reports Fourth Quarter and Full Year 2020 Results

Feb. 25, 2021

LINCOLNSHIRE, IL--(BUSINESS WIRE)--Feb. 25, 2021--Camping World Holdings, Inc. (NYSE: CWH) (the "Company"), America's largest retailer of recreational vehicles ("RVs") and related services and products, today reported results for the fourth quarter and full year ended December 31, 2020.

Marcus Lemonis, Chairman and CEO of Camping World Holdings, Inc. stated, "We have one focus in our company and that's on our long-term plan."

Full Year-over-Year Operating Highlights:

* Revenue increased 11.3% to $5.4 billion * Gross profit increased 32.2% to $1.7 billion * Income from operations of $476.2 million, an increase of $467.4 million * Net income of $344.2 million, an increase of $464.5 million, and included long-lived asset impairment and restructuring costs of $30.0 million primarily related to the 2019 strategic shift away from locations that do not sell and/or service RVs ("2019 Strategic Shift") * Diluted earnings per share of Class A common stock and adjusted earnings per share - diluted(1) of Class A common stock were $3.09, and $3.66, respectively * Adjusted EBITDA(1) of $565.0 million, an increase of $399.0 million * Vehicle inventories decreased $262.6 million: new vehicle inventories were down $275.0 million and used vehicle inventories were up $12.4 million * Products, parts, accessories and other inventories increased $40.9 million to $266.8 million * The number of Active Customers(2) increased 3.8% to approximately 5.31 million, and the number of Good Sam Club members decreased 1.7% to approximately 2.09 million primarily due to expiring members related to store closures resulting from the 2019 Strategic Shift.

Fourth Quarter-over-Quarter Operating Highlights:

* Revenue increased 17.5% to $1.1 billion * Gross profit increased 57.1% to $378.0 million * Income from operations of $66.5 million, an increase of $132.6 million * Net income of $40.3 million, an increase of $121.2 million, and included long-lived asset impairment and restructuring costs of $4.5 million related to the 2019 Strategic Shift * Diluted earnings per share of Class A common stock, and adjusted earnings per share - diluted(1) of Class A common stock were $0.34 and $0.48, respectively * Adjusted EBITDA(1) of $91.2 million,an increase of $106.4 million, and was positively impacted by a strong RV market resulting in year over year increased revenue

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(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) 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.

2019 Strategic Shift and Long-lived Asset Impairment

In 2019, we made a strategic decision to refocus our business around our core RV competencies and consolidated our non-RV retail business through the closure of a number of stores and liquidation of select products and merchandise categories. The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift will be in the range of $89.6 million to $110.6 million. In 2020 and 2019, we recorded restructuring costs of $17.6 million and $47.2 million, respectively, related to the 2019 Strategic Shift. The remaining costs relate to lease termination and other costs for locations that continue in a wind-down period in 2021, primarily comprised of lease costs accounted for under ASC 842.

During the year ended December 31, 2020, the Company identified indicators of impairment at previously closed stores in certain markets. Of the $12.4 million long-lived asset impairment charge during the year ended December 31, 2020, $12.3 million related to the 2019 Strategic Shift. Of the $66.3 million long-lived asset impairment charge during the year ended December 31, 2019, $57.4 million related to the 2019 Strategic Shift discussed above.

Earnings Conference Call and Webcast Information

A conference call to discuss the Company's fourth quarter and fiscal year 2020 financial results is scheduled for today, February 25, 2021, at 4:05 p.m. Eastern Time. Investors and analysts can participate on the conference call by dialing (800) 263-0877 or (646) 828-8143 and using conference ID# 5100957. 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, of the Company and its subsidiaries, that are presented in accordance with accounting principles generally accepted in the United States ("GAAP"), unless noted as a non-GAAP financial measure. The Company's initial public offering ("IPO") and related reorganization transactions ("Reorganization Transactions") that occurred on October 6, 2016 resulted in the Company as the sole managing member of CWGS Enterprises, LLC ("CWGS, LLC"), with sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, the Company has a minority economic interest in CWGS, LLC. As of December 31, 2020, the Company owned 47.4% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. Unless otherwise indicated, all financial comparisons in this press release compare our financial results of the fourth quarter and full year ended December 31, 2020 to our financial results from the fourth quarter and full year ended December 31, 2019.

About Camping World Holdings, Inc.

Camping World Holdings, Inc. (together with its subsidiaries) is America's largest retailer of RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and 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 enables us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle.

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about our business plans and goals, including statements regarding our long-term plan and costs related to the 2019 Strategic Shift. 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: the COVID-19 pandemic, which has had, and could have in the future, certain negative impacts on our business; our ability to execute and achieve the expected benefits of our 2019 Strategic Shift; the availability of financing to us and our customers; fuel shortages or high prices for fuel; the success of our manufacturers; general economic conditions in our markets; changes in consumer preferences; competition in our industry; risks related to acquisitions and expansion into new markets; our failure to maintain the strength and value of our brands; our ability to manage our inventory; fluctuations in our same store sales; the cyclical and seasonal nature of our business; our dependence on the availability of adequate capital and risks related to our debt; our reliance on five fulfillment and distribution centers; natural disasters, including epidemic outbreaks; risks associated with selling goods manufactured abroad; our dependence on our relationships with third party suppliers and lending institutions; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; regulatory risks; data privacy and cybersecurity risks; risks related to our intellectual property; the impact of ongoing or future lawsuits against us and certain of our officers and directors; and risks related to our organizational structure.

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

Camping World Holdings, Inc. and SubsidiariesConsolidated Statements of Operations (unaudited)(In Thousands Except Per Share Amounts) Three Months Ended Year Ended December 31, December 31,

2020 2019 2020 2019

Revenue:Good Sam Services and $ 43,309 $ 45,643 $ 180,977 $ 179,538 PlansRV and Outdoor RetailNew vehicles 520,231 381,158 2,823,311 2,370,321

Used vehicles 204,627 184,720 984,853 857,628

Products, service and 268,473 274,504 948,890 1,034,577 otherFinance and insurance, 85,708 66,720 464,261 401,302 netGood Sam Club 11,472 12,186 44,299 48,653

Subtotal 1,090,511 919,288 5,265,614 4,712,481

Total revenue 1,133,820 964,931 5,446,591 4,892,019

Costs applicable torevenue (exclusive ofdepreciationand amortization shownseparately below):Good Sam Club Services 17,245 19,176 72,938 78,054 and PlansRV and Outdoor RetailNew vehicles 411,350 331,109 2,320,537 2,074,270

Used vehicles 155,374 148,166 751,029 678,640

Products, service and 169,440 225,034 590,716 762,919 otherGood Sam Club 2,382 838 8,892 10,738

Subtotal 738,546 705,147 3,671,174 3,526,567

Total costs applicable 755,791 724,323 3,744,112 3,604,621 to revenue Gross profit:Good Sam Services and 26,064 26,467 108,039 101,484 PlansRV and Outdoor RetailNew vehicles 108,881 50,049 502,774 296,051

Used vehicles 49,253 36,554 233,824 178,988

Products, service and 99,033 49,470 358,174 271,658 otherFinance and insurance, 85,708 66,720 464,261 401,302 netGood Sam Club 9,090 11,348 35,407 37,915

Subtotal 351,965 214,141 1,594,440 1,185,914

Total gross profit 378,029 240,608 1,702,479 1,287,398

Operating expenses:Selling, general, and 293,834 270,648 1,156,071 1,141,643 administrativeDepreciation and 13,032 18,288 51,981 59,932 amortizationLong-lived asset 1,406 16,245 12,353 66,270 impairmentLease termination 2,590 (686 ) 4,547 (686 )

Loss on disposal of 670 2,245 1,332 11,492 assetsTotal operating 311,532 306,740 1,226,284 1,278,651 expenses Income (loss) from 66,497 (66,132 ) 476,195 8,747 operations Other income(expense):Floor plan interest (2,972 ) (8,224 ) (19,689 ) (40,108 )expenseOther interest (12,588 ) (15,941 ) (54,689 ) (69,363 )expense, netTax Receivable 141 1,528 141 10,005 Agreement liabilityadjustmentTotal other expense (15,419 ) (22,637 ) (74,237 ) (99,466 )

Income (loss) before 51,078 (88,769 ) 401,958 (90,719 )income taxesIncome tax (expense) (10,740 ) 7,915 (57,743 ) (29,582 )benefitNet income (loss) 40,338 (80,854 ) 344,215 (120,301 )

Less: net (income)loss attributable to (25,960 ) 52,333 (221,870 ) 59,710 non-controllinginterestsNet income (loss)attributable to $ 14,378 $ (28,521 ) $ 122,345 $ (60,591 )Camping WorldHoldings, Inc. Earnings (loss) pershare of Class Acommon stock:Basic $ 0.34 $ (0.76 ) $ 3.11 $ (1.62 )

Diluted $ 0.34 $ (0.89 ) $ 3.09 $ (1.62 )

Weighted averageshares of Class Acommon stockoutstanding:Basic 42,444 37,443 39,383 37,310

Diluted 43,233 89,112 40,009 37,350

Camping World Holdings, Inc.Supplemental Operating Data (unaudited) Three Months Ended December Increase Percent 31,

2020 2019 (decrease) Change

Unit salesNew vehicles 13,274 9,597 3,677 38.3 %

Used vehicles 6,930 7,166 (236 ) (3.3 %)

Total 20,204 16,763 3,441 20.5 %

Average selling priceNew vehicles $ 39,192 $ 39,716 $ (525 ) (1.3 %)

Used vehicles 29,528 25,777 3,750 14.5 %

Same store unit salesNew vehicles 11,891 8,714 3,177 36.5 %

Used vehicles 6,251 6,664 (413 ) (6.2 %)

Total 18,142 15,378 2,764 18.0 %

Same store revenue ($in 000's)New vehicles $ 467,655 $ 349,385 $ 118,270 33.9 %

Used vehicles 187,150 175,437 11,713 6.7 %

Products, service and 147,352 118,459 28,893 24.4 %otherFinance and insurance, 78,031 61,853 16,178 26.2 %netTotal $ 880,188 $ 705,134 $ 175,054 24.8 %

Average gross profitper unitNew vehicles $ 8,203 $ 5,215 $ 2,988 57.3 %

Used vehicle 7,107 5,101 2,006 39.3 %

Finance and insurance, 4,242 3,980 262 6.6 %net per vehicle unitTotal vehicle front-end 12,069 9,147 2,922 32.0 %yield^(1) Gross marginGood Sam Services and 60.2 % 58.0 % 219 bpsPlans New vehicles 20.9 % 13.1 % 780 bps

Used vehicles 24.1 % 19.8 % 428 bps

Products, service and 36.9 % 18.0 % 1,887 bpsotherFinance and insurance, 100.0 % 100.0 % unch. bpsnetGood Sam Club 79.2 % 93.1 % (1,389 ) bps

Subtotal RV and 32.3 % 23.3 % 898 bps Outdoor RetailTotal gross margin 33.3 % 24.9 % 841 bps

Inventories ($ in000's)New vehicles $ 691,114 $ 966,134 $ (275,020 ) (28.5 %)

Used vehicles 178,336 165,927 12,409 7.5 %

Products, parts, 266,786 225,888 40,898 18.1 %accessories and misc.Total RV and Outdoor $ 1,136,236 $ 1,357,949 $ (221,713 ) (16.3 %)Retail inventories Vehicle inventory perlocation ($ in 000's)New vehicle inventory $ 4,319 $ 6,274 $ (1,954 ) (31.1 %)per dealer locationUsed vehicle inventory 1,115 1,077 37 3.4 %per dealer location Vehicle inventoryturnover^(2)New vehicle inventory 3.1 2.1 1.0 44.9 %turnoverUsed vehicle inventory 5.2 4.8 0.4 9.0 %turnover Retail locationsRV dealerships 160 154 6 3.9 %

RV service & retail 10 11 (1 ) (9.1 %)centersSubtotal 170 165 5 3.0 %

Other retail stores 1 10 (9 ) (90.0 %)

Total 171 175 (4 ) (2.3 %)

Other dataActive Customers^(3) 5,314,104 5,118,413 195,691 3.8 %

Good Sam Club members 2,088,064 2,124,724 (36,660 ) (1.7 %)

Finance and insurance,net gross profit as a % 11.8 % 11.8 % 3 bps n/a of total vehiclerevenueSame store locations 142 n/a n/a n/a

Year Ended December 31, Increase Percent

2020 2019 (decrease) Change

Unit salesNew vehicles 77,827 66,111 11,716 17.7 %

Used vehicles 37,760 36,213 1,547 4.3 %

Total 115,587 102,324 13,263 13.0 %

Average selling priceNew vehicles $ 36,277 $ 35,854 $ 423 1.2 %

Used vehicles 26,082 23,683 2,399 10.1 %

Same store unit salesNew vehicles 70,313 61,390 8,923 14.5 %

Used vehicles 34,351 34,477 (126 ) (0.4 %)

Total 104,664 95,867 8,797 9.2 %

Same store revenue ($in 000's)New vehicles $ 2,567,103 $ 2,223,696 $ 343,406 15.4 %

Used vehicles 911,315 828,312 83,004 10.0 %

Products, service and 594,060 523,328 70,732 13.5 %otherFinance and insurance, 426,229 379,785 46,444 12.2 %netTotal $ 4,498,708 $ 3,955,122 $ 543,586 13.7 %

Average gross profitper unitNew vehicles $ 6,460 $ 4,478 $ 1,982 44.3 %

Used vehicle 6,192 4,943 1,249 25.3 %

Finance and insurance, 4,017 3,922 95 2.4 %net per vehicle unitTotal vehicle front-end 10,389 8,564 1,825 21.3 %yield^(1) Gross marginGood Sam Services and 59.7 % 56.5 % 317 bpsPlans New vehicles 17.8 % 12.5 % 532 bps

Used vehicles 23.7 % 20.9 % 287 bps

Products, service and 37.7 % 26.3 % 1,149 bpsotherFinance and insurance, 100.0 % 100.0 % unch. bpsnetGood Sam Club 79.9 % 77.9 % 200 bps

Subtotal RV and Outdoor 30.3 % 25.2 % 511 bpsRetailTotal gross margin 31.3 % 26.3 % 494 bps

Inventories ($ in000's)New vehicles $ 691,114 $ 966,134 $ (275,020 ) (28.5 %)

Used vehicles 178,336 165,927 12,409 7.5 %

Products, parts, 266,786 225,888 40,898 18.1 %accessories and misc.Total RV and Outdoor $ 1,136,236 $ 1,357,949 $ (221,713 ) (16.3 %)Retail inventories Other dataFinance and insurance,net gross profit as a % 12.2 % 12.4 % (24 ) bps n/a of total vehiclerevenue(1)

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

(2)

Inventory turnover calculated as vehicle costs applicable to revenue divided by average vehicle inventory.

(3)

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

^ Front end yield is calculated as gross profit from new vehicles, used(1) vehicles and finance and insurance (net), divided by combined new and used retail unit revenue.

^ Inventory turnover calculated as vehicle costs applicable to revenue(2) divided by average vehicle inventory.

^ An Active Customer is a customer who has transacted with us in any of the(3) eight most recently completed fiscal quarters prior to the date of measurement.

Camping World Holdings, Inc. and SubsidiariesConsolidated Balance Sheets (unaudited)($ in Thousands Except Per Share Amounts) December December 31, 31,

2020 2019

AssetsCurrent assets:Cash and cash equivalents $ 166,072 $ 147,521

Contracts in transit 48,175 44,947

Accounts receivable, net 83,422 81,847

Inventories 1,136,345 1,358,539

Prepaid expenses and other assets 60,211 57,827

Total current assets 1,494,225 1,690,681

Property and equipment, net 367,898 314,374

Operating lease assets 769,487 807,537

Deferred tax asset, net 165,708 129,710

Intangibles assets, net 30,122 29,707

Goodwill 413,123 386,941

Other assets 15,868 17,290

$ $Total assets 3,256,431 3,376,240

Liabilities and stockholders' deficitCurrent liabilities:Accounts payable $ 148,462 $ 106,959

Accrued liabilities 137,688 130,316

Deferred revenues 88,213 87,093

Current portion of operating lease liabilities 62,405 58,613

Current portion of Tax Receivable Agreement liability 8,089 6,563

Current portion of long-term debt 14,414 14,085

Notes payable - floor plan, net 522,455 848,027

Other current liabilities 53,795 44,298

Total current liabilities 1,035,521 1,295,954

Operating lease obligations, net of current portion 804,555 843,312

Tax Receivable Agreement liability, net of current portion 137,845 108,228

Revolving line of credit 20,885 40,885

Long-term debt, net of current portion 1,150,417 1,153,551

Deferred revenues 61,519 58,079

Other long-term liabilities 54,920 35,467

Total liabilities 3,265,662 3,535,476

Commitments and contingenciesStockholders' deficit:Preferred stock, par value $0.01 per share - 20,000,000shares authorized; none - -issued and outstanding as of December 31, 2020 andDecember 31, 2019Class A common stock, par value $0.01 per share -250,000,000 shares authorized;43,083,008 issued and 42,226,389 outstanding as of 428 375December 31, 2020 and37,701,584 issued and 37,488,989 outstanding as ofDecember 31, 2019Class B common stock, par value $0.0001 per share -75,000,000 shares authorized;69,066,445 issued as of December 31, 2020 and December 31, 5 52019; and45,999,132 and 50,706,629 outstanding as of December 31,2020 andDecember 31, 2019Class C common stock, par value $0.0001 per share - oneshare authorized, issued - -and outstanding as of December 31, 2020 and December 31,2019Additional paid-in capital 63,342 50,152

Treasury stock, at cost; 572,447 and 0 shares as of (15,187) -December 31, 2020 andDecember 31, 2019Retained deficit (21,814) (83,134)

Total stockholders' equity (deficit) attributable to 26,774 (32,602)Camping World Holdings, Inc.Non-controlling interests (36,005) (126,634)

Total stockholders' deficit (9,231) (159,236)

$ $Total liabilities and stockholders' deficit 3,256,431 3,376,240

Earnings Per Share

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

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

Three Months Ended Year Ended

December 31 December 31 December 31 December 31

(In thousands except per 2020 2019 2020 2019 share amounts)Numerator:Net income (loss) $ 40,338 $ (80,854 ) $ 344,215 $ (120,301 )

Less: net (income) loss (25,960 ) 52,333 (221,870 ) 59,710 attributable tonon-controlling interestsNet income (loss)attributable to Camping $ 14,378 $ (28,521 ) $ 122,345 $ (60,591 )World Holdings, Inc. -basic anddilutedAdd: reallocation of netincome attributable tonon-controlling interests 160 - 1,304 (71 )from the assumed dilitiveeffect of stock optionsand RSUsAdd: reallocation of netincome attributable tonon-controlling interests - (50,375 ) - - from the assumed exchangeof common units of CWGS,LLC for Class Acommon stockNet income (loss)attributable to Camping $ 14,538 $ (78,896 ) $ 123,649 $ (60,662 )World Holdings, Inc. -dilutedDenominator:Weighted-average sharesof Class A common stock 42,444 37,443 39,383 37,310 outstanding - basic anddilutedDilutive options to 125 - 79 - purchase Class A commonstockDilutive restricted stock 664 - 547 40 unitsDilutive common units ofCWGS, LLC that are - 51,669 - - convertible into Class ACommon stockWeighted-average shares 43,233 89,112 40,009 37,350 of Class A common stockoutstanding - diluted Earnings (loss) per share $ 0.34 $ (0.76 ) $ 3.11 $ (1.62 )of Class A common stock -basicEarnings (loss) per share $ 0.34 $ (0.89 ) $ 3.09 $ (1.62 )of Class A common stock -diluted Weighted-averageanti-dilutive securitiesexcluded from thecomputation ofdiluted earnings pershare of Class A commonstock:Stock options to purchase - 751 361 795 Class A common stockRestricted stock units 2,305 1,499 1,349 1,179

Common units of CWGS, LLC 46,825 - 49,916 51,670 that are convertible intoClass A common stock Non-GAAP Financial Measures

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

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

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

The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures, which are net income (loss) and net income (loss) margin, respectively (unaudited):

Three Months Ended Year Ended

December 31, December 31,

($ in thousands) 2020 2019 2020 2019

EBITDA:Net income (loss) $ 40,338 $ (80,854 ) $ 344,215 $ (120,301 )

Other interest expense, 12,588 15,941 54,689 69,363 netDepreciation and 13,032 18,288 51,981 59,932 amortizationIncome tax expense 10,740 (7,915 ) 57,743 29,582

Subtotal EBITDA 76,698 (54,540 ) 508,628 38,576

Long-lived asset 1,406 16,245 12,353 66,270 impairment (a)Lease termination (b) 2,590 (686 ) 4,547 (686 )

Loss on disposal of 670 2,245 1,332 11,492 assets, net (c)Equity-based 6,966 3,632 20,661 13,145 compensation (d)Tax Receivable Agreement (141 ) (1,528 ) (141 ) (10,005 )liabilityadjustment (e)Restructuring costs (f) 3,047 19,499 17,609 47,223

Adjusted EBITDA $ 91,236 $ (15,133 ) $ 564,989 $ 166,015



Three Months Ended Year Ended

December 31, December 31,

(as percentage of total 2020 2019 2020 2019 revenue) EBITDA margin:Net income (loss) margin 3.6 % (8.4 %) 6.3 % (2.5 %)

Other interest expense, 1.1 % 1.7 % 1.0 % 1.4 %netDepreciation and 1.1 % 1.9 % 1.0 % 1.2 %amortizationIncome tax expense 0.9 % (0.8 %) 1.1 % 0.6 %

Subtotal EBITDA 6.8 % (5.7 %) 9.3 % 0.8 %

Long-lived asset 0.1 % 1.7 % 0.2 % 1.4 %impairment (a)Lease termination (b) 0.2 % (0.1 %) 0.1 % (0.0 %)

Loss on disposal of 0.1 % 0.2 % 0.0 % 0.2 %assets, net (c)Equity-based 0.6 % 0.4 % 0.4 % 0.3 %compensation (d)Tax Receivable Agreement (0.0 %) (0.2 %) (0.0 %) (0.2 %)liability adjustment (e)Restructuring costs (f) 0.3 % 2.0 % 0.3 % 1.0 %

Adjusted EBITDA 8.0 % (1.6 %) 10.4 % 3.4 %

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift.

(b) Represents the loss (gain) on the termination of operating leases relating primarily to the 2019 Strategic Shift, net of lease termination fees.

(c) Represents an adjustment to eliminate (i) losses on the disposal or sale of real estate at closed RV and Outdoor Retail locations in 2020 and 2019, and (ii) the gains and losses on disposal and sales of various assets.

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

(e) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate and the transfer of certain assets from GSS Enterprises LLC ("GSS") to Camping World, Inc. ("CW").

Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits,(f) relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above.

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

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

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

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

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

Three Months Ended Year Ended

December 31, December 31,

(In thousands except per 2020 2019 2020 2019 share amounts)Numerator:Net income (loss) $ 14,378 $ (28,521 ) $ 122,345 $ (60,591 )attributable to CampingWorld Holdings, Inc.Adjustments related to basiccalculation:Long-lived asset impairment(a):Gross adjustment 1,406 16,245 12,353 66,270

Income tax expense for above - (138 ) (13 ) (220 )adjustment (b)Lease termination (c):Gross adjustment 2,590 (686 ) 4,547 (686 )

Income tax (expense) benefit (13 ) 32 (36 ) 32 for above adjustment (b)Loss on disposal of assetsand other expense, net (d):Gross adjustment 670 2,245 1,332 11,492

Income tax benefit (expense) 1 (289 ) (1 ) (750 )for above adjustment (b)Equity-based compensation(e):Gross adjustment 6,966 3,632 20,661 13,145

Income tax expense for above (727 ) (323 ) (2,023 ) (1,138 )adjustment (b)Tax Receivable Agreementliability adjustment (f):Gross adjustment (141 ) (1,528 ) (141 ) (10,005 )

Income tax benefit for above 35 382 35 2,525 adjustment (b)Restructuring costs (g):Gross adjustment 3,047 19,499 17,609 47,223

Income tax expense for above (14 ) - (84 ) - adjustment (b)Adjustment to net (income)loss attributable to non- (7,692 ) (23,734 ) (31,537 ) (79,748 )controlling interestsresulting from the aboveadjustments (h)Adjusted net income (loss)attributable to Camping 20,506 (13,184 ) 145,047 (12,451 )WorldHoldings, Inc. - basicAdjustments related todiluted calculation:Reallocation of net income(loss) attributable to non-controlling interests from 295 - 1,994 (26 )the dilutive effect of stockoptions and restricted stockunits (i)Income tax on reallocationof net income attributableto non- (75 ) - (494 ) (3 )controlling interests fromthe dilutive effect of stockoptions and restricted stockunits (j)Adjusted net income (loss)attributable to Camping $ 20,726 $ (13,184 ) $ 146,547 $ (12,480 )WorldHoldings, Inc. - basic anddilutedDenominator:Weighted-average Class A 42,444 37,443 39,383 37,310 common shares outstanding -basicAdjustments related todiluted calculation:Dilutive options to purchase 125 - 79 - Class A common stock (k)Dilutive restricted stock 664 - 547 40 units (k)Adjusted weighted average 43,233 37,443 40,009 37,350 Class A common sharesoutstanding - diluted Adjusted earnings (loss) per $ 0.48 $ (0.35 ) $ 3.68 $ (0.33 )share - basicAdjusted earnings (loss) per $ 0.48 $ (0.35 ) $ 3.66 $ (0.33 )share - diluted Anti-dilutive amounts (l):Numerator:Reallocation of net incomeattributable tonon-controlling 33,357 $ (28,599 ) $ 251,412 $ 20,064 interests from theanti-dilutive exchange ofcommon units inCWGS, LLC (i)Income tax on reallocationof net income attributableto non-controlling interests from (8,450 ) $ 970 $ (64,964 ) $ (25,076 )the anti-dilutive exchangeofcommon units in CWGS, LLC(j)Assumed income tax benefitof combining C-corporationswith full valuationallowances with the incomeof other 764 $ 10,548 $ 6,430 $ 35,326 consolidated entities afterthe anti-dilutive exchangeofcommon units in CWGS, LLC(m)Denominator:Anti-dilutive exchange ofcommon units in CWGS, LLC 46,825 51,669 49,916 51,670 forshares of Class A commonstock (k)Anti-dilutive restricted - 114 - - stock units (k) Represents long-lived asset impairment charges related to the RV and(a) Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift.

Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full(b) valuation allowances for which no tax benefit can be currently recognized. This assumption uses effective tax rates between 25.0% and 25.3% for the adjustments for 2020 and 2019, 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 (gain) on the termination of operating leases relating primarily to the 2019 Strategic Shift, net of lease termination costs.

Represents an adjustment to eliminate (i) losses on the disposal or sale(d) of real estate at closed RV and Outdoor Retail locations in 2020 and 2019, and (ii) the gains and losses on disposal and sales of various assets.

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

Represents an adjustment to eliminate the gains on remeasurement of the(f) Tax Receivable Agreement primarily due to changes in our effective income tax rate and the transfer of certain assets from GSS to CW.

Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits,(g) relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs, and exclude lease terminations costs.

Represents the adjustment to net (income) loss attributable to non-controlling interests resulting from the above adjustments that impact(h) the net income of CWGS, LLC. This adjustment uses the non-controlling interest's weighted average ownership of CWGS, LLC of 52.5% and 58.0% for the quarters ended December 31, 2020 and 2019, respectively, and 55.9% and 58.1% for the years ended December 31, 2020 and 2019, respectively.

Represents the reallocation of net income attributable to non-controlling(i) 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.

Represents the income tax expense effect of the above adjustment for(j) reallocation of net income attributable to non-controlling interests. This assumption uses effective tax rates between 25.0% to 25.3% for the adjustments in 2020 and 2019, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(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 per share - diluted amounts as the effect of these items are anti-dilutive.

Represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company's current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such(m) that the C-corporations' losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rates between 25.0% to 25.3% during 2020 and 2019, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods are included in these amounts.

Uses and Limitations of Non-GAAP Financial Measures

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

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

By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our unaudited consolidated financial statements included in this press release as indicators of financial performance. Some of the limitations are:

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

Due to these limitations, the Non-GAAP Financial Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these Non GAAP Financial Measures only supplementally. As noted in the tables above, certain of the Non-GAAP Financial Measures include adjustments for long-lived asset impairment, lease termination costs, gains and losses on disposal of assets and other expense, net, equity-based compensation, Tax Receivable Agreement liability, restructuring costs relating to the 2019 Strategic Shift, other unusual or one-time items, and the income tax expense effect described above, as applicable. It is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation tables above help management with a measure of our core operating performance over time by removing items that are not related to day to day operations.

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