Business Wire | Aug 3, 2021 08:00AM EDT

Camping World Holdings, Inc. Reports Second Quarter 2021 Results and Raises Full Year Guidance due to Continued Demand

Aug. 03, 2021

LINCOLNSHIRE, IL--(BUSINESS WIRE)--Aug. 03, 2021--Camping World Holdings, Inc. (NYSE: CWH) (the "Company"), America's Recreation Dealer, today reported results for the second quarter ended June 30, 2021.

Second Quarter Operating Highlights(1)

* Revenue was a record $2.062 billion, an increase of $455.1 million, or 28.3% * Gross profit was a record $759.8 million, an increase of $271.2 million, or 55.5%, and gross margin was 36.9%, an increase of 644 basis points * Net income was a record $246.1 million, an increase of $82.9 million, or 50.8%. Net income margin was 11.9% versus 10.2% for the second quarter of 2020 * Diluted earnings per share of Class A common stock was $2.33 and adjusted earnings per share - diluted(2) of Class A common stock was $2.51 * Adjusted EBITDA(2) was a record $333.3 million, an increase of $112.6 million, or 51.0%, and adjusted EBITDA margin(2) was 16.2% for the second quarter versus 13.7% for the second quarter of 2020 * Vehicle inventories increased by $67.3 million: new vehicle inventories were down $65.5 million and used vehicle inventories were up $132.8 million * On June 3, 2021, we refinanced our senior secured credit facilities, reducing our outstanding principal by $38.6 million, extending the term to 2028, and lowering the applicable margin rate by 25 bps. * Nine RV dealership locations were acquired in the second quarter of 2021. We currently have operating dealerships, agreements to acquire land or existing RV dealerships, or have dealerships under construction in 46 of the 48 contiguous states.

2021 Adjusted EBITDA Guidance Update

Marcus Lemonis, Chairman and CEO of Camping World Holdings, Inc. stated, "Our team's strong performance for the quarter has allowed us to reach a Company high Trailing Twelve-Month Adjusted EBITDA(2) of $831 million. As a result, we are raising our 2021 fiscal year guidance(3) of Adjusted EBITDA of $770 million to $810 million to a revised Adjusted EBITDA of $840 million to $860 million."

(1) Unless otherwise indicated, all financial comparisons in this press release compare our financial results for the second quarter ended June 30, 2021 to our financial results from the second quarter ended June 30, 2020.

(2) Adjusted earnings per share - diluted, adjusted EBITDA, adjusted EBITDA Margin, and Trailing Twelve-Month 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. A reconciliation for the Company's Adjusted EBITDA outlook to the corresponding GAAP measure on a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide reconciling information with respect to certain items. However, in 2021 the Company expects equity-based compensation of approximately $27-30 million, depreciation and amortization of approximately $53-58 million, other interest expense of approximately $47-50 million, and restructuring charges of approximately $10-13 million, each of which is a reconciling item to Net Income.

(3) Prior guidance provided on May 4, 2021.

Stock Repurchase Program

On October 30, 2020, the Company's Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company's Class A common stock, expiring on October 31, 2022.

During the three months ended June 30, 2021, the Company repurchased 1,149,742 shares of Class A common stock under this program for approximately $45.5 million, including commissions paid, at a weighted average price per share of $39.55, which is recorded as treasury stock on the condensed consolidated balance sheets. As of June 30, 2021, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $33.0 million.

Earnings Conference Call and Webcast Information

A conference call to discuss the Company's second quarter 2021 financial results is scheduled for today, August 3, 2021, at 8:30 am Eastern Time. Investors and analysts can participate on the conference call by dialing (866) 548-4713 or (323) 794-2093 and using conference ID# 7476436. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company's website at http://investor.campingworld.com. The replay of the conference call webcast will be available on the investor relations website for approximately 90 days.

Presentation

This press release presents historical results for the periods presented for the Company and its subsidiaries, which are presented in accordance with accounting principles generally accepted in the United States ("GAAP"), unless noted as a non-GAAP financial measure. The Company's initial public offering ("IPO") and related reorganization transactions ("Reorganization Transactions") that occurred on October 6, 2016 resulted in the Company as the sole managing member of CWGS Enterprises, LLC ("CWGS, LLC"), with sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, the Company had a minority economic interest in CWGS, LLC through March 11, 2021. As of June 30, 2021, the Company owned 51.6% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

About Camping World Holdings, Inc.

Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (together with its subsidiaries) is America's largest retailer of RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry's most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle. With over 185 locations in 40 states, Camping World, and sister brand Gander RV & Outdoors, have grown to become prime destinations for everything RV.

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 the strength of our business, our long-term plan, potential stock repurchases, and our future financial results. 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 six 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.

Investor Conference

On September 14th and 15th, we will be holding an In-Person Investor Conference in Salt Lake City, Utah for the purpose of updating and discussing the Company's strategic goals and initiatives with investors, advisors and analysts, and introduce a new Electric World retail location. To RSVP for this event, please complete the form at https://go.campingworld.com/investor-day/. For hotel guestrooms for this event, please use this link: https://reservations.travelclick.com/5003?groupID=3224259.

Camping World Holdings,Inc. and Subsidiaries

Consolidated Statementsof Operations (unaudited)

(In Thousands ExceptPer Share Amounts)



Three Months Ended Six Months Ended

June 30, June 30,

2021 2020 2021 2020

Revenue:

Good Sam Services and $ 46,902 $ 44,519 $ 87,773 $ 91,727Plans

RV and Outdoor Retail

New vehicles 1,058,778 898,175 1,880,754 1,395,492

Used vehicles 460,137 274,910 754,394 481,575

Products, service and 305,554 231,172 556,824 403,795other

Finance and insurance, 177,685 147,318 315,939 239,774net

Good Sam Club 12,751 10,651 23,904 21,655

Subtotal 2,014,905 1,562,226 3,531,815 2,542,291

Total revenue 2,061,807 1,606,745 3,619,588 2,634,018

Costs applicable torevenue (exclusive ofdepreciation and amortization shownseparately below):

Good Sam Services and 17,180 15,234 31,604 37,093Plans

RV and Outdoor Retail

New vehicles 758,108 752,570 1,401,788 1,179,012

Used vehicles 334,829 208,829 558,022 372,622

Products, service and 189,952 139,341 344,098 249,610other

Good Sam Club 1,895 2,133 3,739 4,380

Subtotal 1,284,784 1,102,873 2,307,647 1,805,624

Total costs applicable 1,301,964 1,118,107 2,339,251 1,842,717to revenue

Operating expenses:

Selling, general, and 432,249 271,591 769,283 539,247administrative

Debt restructure 9,031 - 9,031 -expense

Depreciation and 13,044 12,567 25,745 26,645amortization

Long-lived asset 536 - 1,082 6,569impairment

Lease termination - 868 1,756 1,452

(Gain) loss on disposal 10 272 (89) 783of assets

Total operating 454,870 285,298 806,808 574,696expenses

Income from operations 304,973 203,340 473,529 216,605

Other income (expense):

Floor plan interest (3,371) (5,098) (6,761) (13,702)expense

Other interest expense, (11,789) (14,547) (24,012) (29,205)net

Loss on debt (1,390) - (1,390) -restructure

Tax ReceivableAgreement liability - - (3,520) -adjustment

Other income, net - - 45 -

Total other expense (16,550) (19,645) (35,638) (42,907)

Income before income 288,423 183,695 437,891 173,698taxes

Income tax expense (42,347) (20,473) (44,390) (24,605)

Net income 246,076 163,222 393,501 149,093

Less: net incomeattributable to (136,888) (105,145) (221,991) (99,176)non-controllinginterests

Net income attributableto Camping World $ 109,188 $ 58,077 $ 171,510 $ 49,917Holdings, Inc.



Earnings per share of Class A common stock:

Basic $ 2.37 $ 1.54 $ 3.83 $ 1.33

Diluted $ 2.33 $ 1.54 $ 3.74 $ 1.32

Weighted average sharesof Class A common stock outstanding:

Basic 45,983 37,635 44,790 37,585

Diluted 47,550 89,689 90,422 89,578

Camping WorldHoldings, Inc.

Supplemental Data



Three Months Ended June 30, Increase Percent

2021 2020 (decrease) Change

Unit sales

New vehicles 26,181 27,168 (987 ) (3.6 ) %

Used vehicles 14,319 11,618 2,701 23.2 %

Total 40,500 38,786 1,714 4.4 %



Average selling price

New vehicles $ 40,441 $ 33,060 $ 7,381 22.3 %

Used vehicles $ 32,135 $ 23,662 $ 8,472 35.8 %



Same store unit sales^(1)

New vehicles 23,541 26,840 (3,299 ) (12.3 ) %

Used vehicles 13,061 11,501 1,560 13.6 %

Total 36,602 38,341 (1,739 ) (4.5 ) %



Same storerevenue^(1) ($ in 000's)

New vehicles $ 958,142 $ 886,778 $ 71,364 8.0 %

Used vehicles 425,396 271,825 153,571 56.5 %

Products, service 214,041 171,451 42,590 24.8 %and other

Finance and 162,922 145,882 17,040 11.7 %insurance, net

Total $ 1,760,501 $ 1,475,936 $ 284,565 19.3 %



Average gross profit per unit

New vehicles $ 11,484 $ 5,359 $ 6,125 114.3 %

Used vehicles $ 8,751 $ 5,688 $ 3,063 53.9 %

Finance andinsurance, net $ 4,387 $ 3,798 $ 589 15.5 %per vehicle unit

Total vehiclefront-end yield^ $ 14,905 $ 9,256 $ 5,649 61.0 %(2)



Gross margin

Good Sam Services 63.4 % 65.8 % (241 ) bps and Plans

New vehicles 28.4 % 16.2 % 1,219 bps

Used vehicles 27.2 % 24.0 % 320 bps

Products, service 37.8 % 39.7 % (189 ) bps and other

Finance and 100.0 % 100.0 % unch. bps insurance, net

Good Sam Club 85.1 % 80.0 % 516 bps

Subtotal RV and 36.2 % 29.4 % 683 bps Outdoor Retail

Total gross 36.9 % 30.4 % 644 bps margin



Inventories ($ in 000's)

New vehicles $ 645,670 $ 711,164 $ (65,494 ) (9.2 ) %

Used vehicles 259,511 126,687 132,824 104.8 %

Products, parts,accessories and 291,506 214,357 77,149 36.0 %misc.

Total RV andOutdoor Retail $ 1,196,687 $ 1,052,208 $ 144,479 13.7 %inventories



Vehicle inventoryper location ($ in 000's)

New vehicle )inventory per $ 3,669 $ 4,679 $ (1,010 ) (21.6 %dealer location

Used vehicleinventory per $ 1,474 833 $ 641 76.9 %dealer location



Vehicle inventory turnover^(3)

New vehicleinventory 3.9 2.3 1.6 66.7 %turnover

Used vehicleinventory 5.0 4.7 0.3 5.6 %turnover



Retail locations

RV dealerships 176 152 24 15.8 %

RV service & 10 10 - 0.0 %retail centers

Subtotal 186 162 24 14.8 %

Other retail 1 2 (1 ) (50.0 )stores %

Total 187 164 23 14.0 %



Other data

Active Customers^ 5,482,640 5,220,367 262,273 5.0 %(4)

Good Sam Club 2,215,227 2,067,253 147,974 7.2 %members

Finance andinsurance grossprofit as a % of 11.7 % 12.6 % (86 ) bps n/a total vehiclerevenue

Same store 158 n/a n/a n/a locations

Six Months Ended June 30,

Increase

Percent

2021

2020

(decrease)

Change

Unit sales

New vehicles

47,614

41,376

6,238

15.1

%

Used vehicles

24,638

20,300

4,338

21.4

%

Total

72,252

61,676

10,576

17.1

%

Average selling price

New vehicles

$

39,500

$

33,727

$

5,773

17.1

%

Used vehicles

$

30,619

$

23,723

$

6,896

29.1

%

Same store unit sales(1)

New vehicles

43,569

40,678

2,891

7.1

%

Used vehicles

22,803

19,985

2,818

14.1

%

Total

66,372

60,663

5,709

9.4

%

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

New vehicles

$

1,729,426

$

1,371,604

$

357,822

26.1

%

Used vehicles

704,910

474,016

230,894

48.7

%

Products, service and other

381,929

298,314

83,615

28.0

%

Finance and insurance, net

292,834

236,309

56,525

23.9

%

Total

$

3,109,099

$

2,380,243

$

728,855

30.6

%

Average gross profit per unit

New vehicles

$

10,059

$

5,232

$

4,827

92.3

%

Used vehicles

7,970

5,367

2,603

48.5

%

Finance and insurance, net per vehicle unit

4,373

3,888

485

12.5

%

Total vehicle front-end yield(2)

13,720

9,164

4,556

49.7

%

Gross margin

Good Sam Services and Plans

64.0

%

59.6

%

443

bps

New vehicles

25.5

%

15.5

%

995

bps

Used vehicles

26.0

%

22.6

%

341

bps

Products, service and other

38.2

%

38.2

%

2

bps

Finance and insurance, net

100.0

%

100.0

%

unch.

bps

Good Sam Club

84.4

%

79.8

%

458

bps

Subtotal RV and Outdoor Retail

34.7

%

29.0

%

568

bps

Total gross margin

35.4

%

30.0

%

533

bps

Inventories ($ in 000's)

New vehicles

$

645,670

$

711,164

$

(65,494

)

(9.2

)%

Used vehicles

259,511

126,687

132,824

104.8

%

Products, parts, accessories and misc.

291,506

214,357

77,149

36.0

%

Total RV and Outdoor Retail inventories

$

1,196,687

$

1,052,208

$

144,479

13.7

%

Vehicle inventory per location ($ in 000's)

New vehicle inventory per dealer location

$

3,669

$

4,679

$

(1,010

)

(21.6

)%

Used vehicle inventory per dealer location

1,474

833

641

76.9

%

Vehicle inventory turnover(3)

New vehicle inventory turnover

3.9

2.3

1.6

66.7

%

Used vehicle inventory turnover

5.0

4.7

0.3

5.6

%

Retail locations

RV dealerships

176

152

24

15.8

%

RV service & retail centers

10

10

-

0.0

%

Subtotal

186

162

24

14.8

%

Other retail stores

1

2

(1

)

(50.0

)%

Total

187

164

23

14.0

%

Other data

Active Customers(4)

5,482,640

5,220,367

262,273

5.0

%

Good Sam Club members

2,215,227

2,067,253

147,974

7.2

%

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

12.0

%

12.8

%

(78

)

bps

n/a

Same store locations

158

n/a

n/a

n/a

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

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

(3) Inventory turnover calculated as vehicle costs applicable to revenue divided by 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.



Six Months Ended June 30, Increase Percent

2021 2020 (decrease) Change

Unit sales

New vehicles 47,614 41,376 6,238 15.1 %

Used vehicles 24,638 20,300 4,338 21.4 %

Total 72,252 61,676 10,576 17.1 %



Average selling price

New vehicles $ 39,500 $ 33,727 $ 5,773 17.1 %

Used vehicles $ 30,619 $ 23,723 $ 6,896 29.1 %



Same store unit sales^(1)

New vehicles 43,569 40,678 2,891 7.1 %

Used vehicles 22,803 19,985 2,818 14.1 %

Total 66,372 60,663 5,709 9.4 %



Same storerevenue^(1) ($ in 000's)

New vehicles $ 1,729,426 $ 1,371,604 $ 357,822 26.1 %

Used vehicles 704,910 474,016 230,894 48.7 %

Products, service 381,929 298,314 83,615 28.0 %and other

Finance and 292,834 236,309 56,525 23.9 %insurance, net

Total $ 3,109,099 $ 2,380,243 $ 728,855 30.6 %



Average gross profit per unit

New vehicles $ 10,059 $ 5,232 $ 4,827 92.3 %

Used vehicles 7,970 5,367 2,603 48.5 %

Finance andinsurance, net 4,373 3,888 485 12.5 %per vehicle unit

Total vehiclefront-end yield^ 13,720 9,164 4,556 49.7 %(2)



Gross margin

Good Sam Services 64.0 % 59.6 % 443 bps and Plans

New vehicles 25.5 % 15.5 % 995 bps

Used vehicles 26.0 % 22.6 % 341 bps

Products, service 38.2 % 38.2 % 2 bps and other

Finance and 100.0 % 100.0 % unch. bps insurance, net

Good Sam Club 84.4 % 79.8 % 458 bps

Subtotal RV and 34.7 % 29.0 % 568 bps Outdoor Retail

Total gross 35.4 % 30.0 % 533 bps margin



Inventories ($ in 000's)

New vehicles $ 645,670 $ 711,164 $ (65,494 ) (9.2 ) %

Used vehicles 259,511 126,687 132,824 104.8 %

Products, parts,accessories and 291,506 214,357 77,149 36.0 %misc.

Total RV andOutdoor Retail $ 1,196,687 $ 1,052,208 $ 144,479 13.7 %inventories



Vehicle inventoryper location ($ in 000's)

New vehicle )inventory per $ 3,669 $ 4,679 $ (1,010 ) (21.6 %dealer location

Used vehicleinventory per 1,474 833 641 76.9 %dealer location



Vehicle inventory turnover^(3)

New vehicleinventory 3.9 2.3 1.6 66.7 %turnover

Used vehicleinventory 5.0 4.7 0.3 5.6 %turnover



Retail locations

RV dealerships 176 152 24 15.8 %

RV service & 10 10 - 0.0 %retail centers

Subtotal 186 162 24 14.8 %

Other retail 1 2 (1 ) (50.0 )stores %

Total 187 164 23 14.0 %



Other data

Active Customers^ 5,482,640 5,220,367 262,273 5.0 %(4)

Good Sam Club 2,215,227 2,067,253 147,974 7.2 %members

Finance andinsurance grossprofit as a % of 12.0 % 12.8 % (78 ) bps n/a total vehiclerevenue

Same store 158 n/a n/a n/a locations

(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 retail units sold.

(3) Inventory turnover calculated as vehicle costs applicable to revenue divided by 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.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

($ in Thousands Except Per Share Amounts)

June 30, December 31,

2021 2020

Assets

Current assets:

Cash and cash equivalents $ 191,507 $ 166,072

Contracts in transit 150,919 48,175

Accounts receivable, net 95,854 83,422

Inventories 1,196,705 1,136,345

Prepaid expenses and other assets 55,307 60,211

Total current assets 1,690,292 1,494,225

Property and equipment, net 456,406 367,898

Operating lease assets 795,895 769,487

Deferred tax assets, net 223,248 165,708

Intangible assets, net 30,769 30,122

Goodwill 483,295 413,123

Other assets 16,917 15,868

Total assets $ 3,696,822 $ 3,256,431

Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable $ 261,696 $ 148,462

Accrued liabilities 212,391 137,688

Deferred revenues 94,448 88,213

Current portion of operating lease liabilities 62,961 62,405

Current portion of finance lease liabilities 2,619 2,240

Current portion of Tax Receivable Agreement 12,330 8,089 liability

Current portion of long-term debt 11,283 12,174

Notes payable - floor plan, net 485,645 522,455

Other current liabilities 78,749 53,795

Total current liabilities 1,222,122 1,035,521

Operating lease liabilities, net of current 830,408 804,555 portion

Finance lease liabilities, net of current 36,529 27,742 portion

Tax Receivable Agreement liability, net of 167,521 137,845 current portion

Revolving line of credit 20,885 20,885

Long-term debt, net of current portion 1,069,702 1,122,675

Deferred revenues 69,868 61,519

Other long-term liabilities 64,312 54,920

Total liabilities 3,481,347 3,265,662

Commitments and contingencies

Stockholders' equity (deficit):

Preferred stock, par value $0.01 per share -20,000,000 shares authorized; none issued and - - outstanding as of June 30, 2021 and December31, 2020

Class A common stock, par value $0.01 per share- 250,000,000 shares authorized; 47,264,560issued and 45,478,698 outstanding as of June 470 428 30, 2021 and 43,083,008 issued and 42,226,389outstanding as of December 31, 2020

Class B common stock, par value $0.0001 pershare - 75,000,000 shares authorized;69,066,445 issued as of June 30, 2021 and 4 5 December 31, 2020; and 42,007,663 and45,999,132 outstanding as of June 30, 2021 andDecember 31, 2020

Class C common stock, par value $0.0001 pershare - one share authorized, issued and - - outstanding as of June 30, 2021 and December31, 2020

Additional paid-in capital 93,509 63,342

Treasury stock, at cost; 1,501,690 and 572,447shares as of June 30, 2021 and December 31, (54,783 ) (15,187 )2020

Retained earnings (deficit) 127,783 (21,814 )

Total stockholders' equity attributable to 166,983 26,774 Camping World Holdings, Inc.

Non-controlling interests 48,492 (36,005 )

Total stockholders' equity (deficit) 215,475 (9,231 )

Total liabilities and stockholders' equity $ 3,696,822 $ 3,256,431 (deficit)



Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income 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 Six Months Ended

June 30, June 30,

(In thousands except 2021 2020 2021 2020 per share amounts)

Numerator:

Net income $ 246,076 $ 163,222 $ 393,501 $ 149,093

Less: net incomeattributable to (136,888 ) (105,145 ) (221,991 ) (99,176 )non-controllinginterests

Net incomeattributable toCamping World $ 109,188 $ 58,077 171,510 49,917 Holdings, Inc. -basic

Add: reallocation ofnet incomeattributable tonon-controlling 1,772 - - - interests from theassumed dilutiveeffect of stockoptions and RSUs

Add: reallocation ofnet incomeattributable tonon-controllinginterests from the - 79,603 166,495 68,383 assumed exchange ofcommon units ofCWGS, LLC for ClassA common stock

Net incomeattributable toCamping World $ 110,960 $ 137,680 $ 338,005 $ 118,300 Holdings, Inc. -diluted

Denominator:

Weighted-averageshares of Class A 45,983 37,635 44,790 37,585 common stockoutstanding - basic

Dilutive options topurchase Class A 169 - 167 - common stock

Dilutive restricted 1,398 434 1,177 359 stock units

Dilutive commonunits of CWGS, LLCthat are convertible - 51,620 44,288 51,634 into Class A commonstock

Weighted-averageshares of Class Acommon stock 47,550 89,689 90,422 89,578 outstanding -diluted



Earnings per shareof Class A common $ 2.37 $ 1.54 $ 3.83 $ 1.33 stock - basic

Earnings per shareof Class A common $ 2.33 $ 1.54 $ 3.74 $ 1.32 stock - diluted



Weighted-averageanti-dilutivesecurities excludedfrom the computation of diluted earningsper share of Class Acommon stock:

Stock options topurchase Class A - 715 - 726 common stock

Restricted stock 14 620 8 658 units

Common units ofCWGS, LLC that are 43,057 - - - convertible intoClass A common stock

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, 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, loss and expense on debt restructure, long-lived asset impairment, lease termination loss, gains and losses on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, and other unusual or one-time items. We define "Adjusted EBITDA Margin" as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors' understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

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



Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

($ in thousands) 2021 2020 2021 2020

EBITDA:

Net income $ 246,076 $ 163,222 $ 393,501 $ 149,093

Other interest expense, net 11,789 14,547 24,012 29,205

Depreciation and amortization 13,044 12,567 25,745 26,645

Income tax expense 42,347 20,473 44,390 24,605

Subtotal EBITDA 313,256 210,809 487,648 229,548

Loss and expense on debt 10,421 - 10,421 -restructure (a)

Long-lived asset impairment (b) 536 - 1,082 6,569

Lease termination (c) - 868 1,756 1,452

Loss (gain) on disposal of assets, 10 272 (89) 783net (d)

Equity-based compensation (e) 6,047 4,182 12,156 7,494

Tax Receivable Agreement adjustment - - 3,520 -(f)

Restructuring costs (g) 3,010 4,591 6,077 10,873

Adjusted EBITDA $ 333,280 $ 220,722 $ 522,571 $ 256,719



Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

(as percentage of total revenue)

2021

2020

2021

2020

EBITDA margin:

Net income margin

11.9%

10.2%

10.9%

5.7%

Other interest expense, net

0.6%

0.9%

0.7%

1.1%

Depreciation and amortization

0.6%

0.8%

0.7%

1.0%

Income tax expense

2.1%

1.3%

1.2%

0.9%

Subtotal EBITDA margin

15.2%

13.1%

13.5%

8.7%

Loss and expense on debt restructure (a)

0.5%

-

0.3%

-

Long-lived asset impairment (b)

0.0%

-

0.0%

0.2%

Lease termination (c)

-

0.1%

0.0%

0.1%

Loss (gain) on disposal of assets, net (d)

0.0%

0.0%

(0.0)%

0.0%

Equity-based compensation (e)

0.3%

0.3%

0.3%

0.3%

Tax Receivable Agreement adjustment (f)

-

-

0.1%

-

Restructuring costs (g)

0.1%

0.3%

0.2%

0.4%

Adjusted EBITDA margin

16.2%

13.7%

14.4%

9.7%



Three Months Six Months Ended Ended

June June June 30, June 30, 30, 30,

(as percentage of total revenue) 2021 2020 2021 2020

EBITDA margin:

Net income margin 11.9% 10.2% 10.9% 5.7%

Other interest expense, net 0.6% 0.9% 0.7% 1.1%

Depreciation and amortization 0.6% 0.8% 0.7% 1.0%

Income tax expense 2.1% 1.3% 1.2% 0.9%

Subtotal EBITDA margin 15.2% 13.1% 13.5% 8.7%

Loss and expense on debt restructure 0.5% - 0.3% -(a)

Long-lived asset impairment (b) 0.0% - 0.0% 0.2%

Lease termination (c) - 0.1% 0.0% 0.1%

Loss (gain) on disposal of assets, net 0.0% 0.0% (0.0)% 0.0%(d)

Equity-based compensation (e) 0.3% 0.3% 0.3% 0.3%

Tax Receivable Agreement adjustment (f) - - 0.1% -

Restructuring costs (g) 0.1% 0.3% 0.2% 0.4%

Adjusted EBITDA margin 16.2% 13.7% 14.4% 9.7%

Three Months Ended

TTM Ended

June 30,

March 31,

December 31,

September 30,

June 30,

($ in thousands)

2021

2021

2020

2020

2021

Trailing Twelve-Month Adjusted EBITDA:

Net income

$

246,076

$

147,425

$

40,338

$

154,784

$

588,623

Other interest expense, net

11,789

12,223

12,588

12,896

49,496

Depreciation and amortization

13,044

12,701

13,032

12,304

51,081

Income tax expense

42,347

2,043

10,740

22,398

77,528

Subtotal EBITDA

313,256

174,392

76,698

202,382

766,728

Loss and expense on debt restructure (a)

10,421

-

-

-

10,421

Long-lived asset impairment (b)

536

546

1,406

4,378

6,866

Lease termination (c)

-

1,756

2,590

505

4,851

Loss (gain) on disposal of assets, net (d)

10

(99)

670

(121)

460

Equity-based compensation (e)

6,047

6,109

6,966

6,201

25,323

Tax Receivable Agreement adjustment (f)

-

3,520

(141)

-

3,379

Restructuring costs (g)

3,010

3,067

3,047

3,689

12,813

Adjusted EBITDA

$

333,280

$

189,291

$

91,236

$

217,034

$

830,841

(a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility.

(b) 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.

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

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

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

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

(g) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs do not include lease termination costs, which are presented separately above.

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

We define "Adjusted Net Income Attributable to Camping World Holdings, Inc. - Basic" as net income (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, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, the income tax expense effect of these adjustments, and the effect of net income attributable to non-controlling interests from these adjustments.

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

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

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



Three Months Ended TTM Ended

June 30, March 31, December September June 31, 30, 30,

($ in thousands) 2021 2021 2020 2020 2021

TrailingTwelve-Month Adjusted EBITDA:

Net income $ 246,076 $ 147,425 $ 40,338 $ 154,784 $ 588,623

Other interest 11,789 12,223 12,588 12,896 49,496expense, net

Depreciation and 13,044 12,701 13,032 12,304 51,081amortization

Income tax expense 42,347 2,043 10,740 22,398 77,528

Subtotal EBITDA 313,256 174,392 76,698 202,382 766,728

Loss and expense on 10,421 - - - 10,421debt restructure (a)

Long-lived asset 536 546 1,406 4,378 6,866impairment (b)

Lease termination - 1,756 2,590 505 4,851(c)

Loss (gain) ondisposal of assets, 10 (99) 670 (121) 460net (d)

Equity-based 6,047 6,109 6,966 6,201 25,323compensation (e)

Tax ReceivableAgreement adjustment - 3,520 (141) - 3,379(f)

Restructuring costs 3,010 3,067 3,047 3,689 12,813(g)

Adjusted EBITDA $ 333,280 $ 189,291 $ 91,236 $ 217,034 $ 830,841



(a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility.

(b) 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.

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

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

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

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

(g) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs do not include lease termination costs, which are presented separately above.

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

We define "Adjusted Net Income Attributable to Camping World Holdings, Inc. - Basic" as net income (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, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, the income tax expense effect of these adjustments, and the effect of net income attributable to non-controlling interests from these adjustments.

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

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

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



Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

(In thousands except per 2021 2020 2021 2020share amounts)

Numerator:

Net income attributable toCamping World Holdings, $ 109,188 $ 58,077 $ 171,510 $ 49,917Inc.

Adjustments related to basic calculation:

Loss and expense on debt restructure (a):

Gross adjustment 10,421 - 10,421 -

Income tax expense for (1,373) - (1,373) -above adjustment (b)

Long-lived asset impairment (c):

Gross adjustment 536 - 1,082 6,569

Income tax expense for - - - (13)above adjustment (b)

Lease termination (d):

Gross adjustment - 868 1,756 1,452

Income tax expense for - (23) (39) (23)above adjustment (b)

Loss (gain) on disposal of assets (e):

Gross adjustment 10 272 (89) 783

Income tax expense for 3 (2) 2 (3)above adjustment (b)

Equity-based compensation (f):

Gross adjustment 6,047 4,182 12,156 7,494

Income tax expense for (707) (383) (1,361) (685)above adjustment (b)

Tax Receivable Agreement liability adjustment (g):

Gross adjustment - - 3,520 -

Income tax expense for - - (898) -above adjustment (b)

Restructuring costs (h):

Gross adjustment 3,010 4,591 6,077 10,873

Income tax expense for (52) (23) (65) (58)above adjustment (b)

Adjustment to net incomeattributable tonon-controlling interests (9,680) (5,733) (15,489) (15,727)resulting from the aboveadjustments (i)

Adjusted net incomeattributable to Camping 117,403 61,826 187,210 60,579World Holdings, Inc. -basic

Adjustments related to diluted calculation:

Reallocation of net incomeattributable tonon-controlling interests 2,533 - - 550from the dilutive effect ofstock options andrestricted stock units (j)

Income tax on reallocationof net income attributableto non-controlling (628) - - (145)interests from the dilutiveeffect of stock options andrestricted stock units (k)

Reallocation of net incomeattributable tonon-controlling interests - 110,878 237,480 -from the dilutive exchangeof common units in CWGS,LLC (j)

Income tax on reallocationof net income attributableto non-controlling - (26,132) (58,213) -interests from the dilutiveexchange of common units inCWGS, LLC (k)

Assumed income tax expenseof combining C-corporationswith full or partialvaluation allowances withthe income of other - (1,708) (12,693) -consolidated entities afterthe dilutive exchange ofcommon units in CWGS, LLC(l)

Adjusted net incomeattributable to Camping $ 119,308 $ 144,864 $ 353,784 $ 60,984World Holdings, Inc. -diluted

Denominator:

Weighted-average Class Acommon shares outstanding - 45,983 37,635 44,790 37,585basic

Adjustments related to diluted calculation:

Dilutive exchange of commonunits in CWGS, LLC for - 51,620 44,288 -shares of Class A commonstock (m)

Dilutive options topurchase Class A common 169 - 167 -stock (m)

Dilutive restricted stock 1,398 434 1,177 359units (m)

Adjusted weighted averageClass A common shares 47,550 89,689 90,422 37,944outstanding - diluted



Adjusted earnings per share $ 2.55 $ 1.64 $ 4.18 $ 1.61- basic

Adjusted earnings per share $ 2.51 $ 1.62 $ 3.91 $ 1.61- diluted



Anti-dilutive amounts (n):

Numerator:

Reallocation of net incomeattributable tonon-controlling interests $ 144,035 $ - $ - $ 114,353from the anti-dilutiveexchange of common units inCWGS, LLC (j)

Income tax on reallocationof net income attributableto non-controllinginterests from the $ (35,733) $ - $ - $ (31,720)anti-dilutive exchange ofcommon units in CWGS, LLC(k)

Assumed income tax benefitof combining C-corporationswith full or partialvaluation allowances withthe income of other $ 226 $ - $ - $ 6,435consolidated entities afterthe anti-dilutive exchangeof common units in CWGS,LLC (l)

Denominator:

Anti-dilutive exchange ofcommon units in CWGS, LLC 43,057 - - 51,634for shares of Class Acommon stock (m)

(a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility.

(b) Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses an effective tax rate of 25.5% and 25.0% for the adjustments for 2021 and 2020, respectively, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

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

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

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

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

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

(h) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits 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.

(i) Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC. This adjustment uses the non-controlling interest's weighted average ownership of CWGS, LLC of 48.4% and 57.8% for the three months ended June 30, 2021 and 2020, respectively, and 49.7% and 57.9% for the six months ended June 20, 2021 and 2020, respectively.

(j) Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(k) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests. This assumption uses an effective tax rate of 25.5% and 25.0% for the adjustments for the 2021 and 2020 periods, respectively.

(l) Typically 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. However, for the three and six months ended June 30, 2021, this adjustment included the reversal of the $0.1 million expense and $14.8 million benefit, respectively, from changes in the valuation allowance for Camping World, Inc. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations' losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.5% and 25.0% during the 2021 and 2020 periods, respectively, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts and the $14.8 million release of valuation allowance during the six months ended June 30, 2021 was considered to be reversed and excluded from adjusted net income (loss) attributable to Camping World Holdings, Inc. - diluted for purposes of this calculation.

(m) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

(n) The below amounts have not been considered in our adjusted earnings per share - diluted amounts as the effect of these items are anti-dilutive.

Uses and Limitations of Non-GAAP Financial Measures

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

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

By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as the 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 elsewhere 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 loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and loss on disposal of assets, equity-based compensation, Tax Receivable Agreement liability, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, and the income tax expense effect described above, as applicable. It is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation tables above help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

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