Business Wire | Nov 2, 2021 04:07PM EDT

Camping World Holdings, Inc. Reports Third Quarter 2021 Results And Raises Full Year Guidance

Nov. 02, 2021

LINCOLNSHIRE, IL--(BUSINESS WIRE)--Nov. 02, 2021--Camping World Holdings, Inc. (NYSE: CWH) (the "Company"), America's Recreation Dealer, today reported results for the third quarter ended September 30, 2021.

Third Quarter Operating Highlights(1)

* Revenue was a third quarter record $1.917 billion, an increase of $237.8 million, or 14.2%. * Gross profit was $691.4 million, an increase of $158.2 million, or 29.7%, and gross margin was 36.1%, an increase of 431 basis points. * Net income was $189.3 million, an increase of $34.5 million, or 22.3%. Net income margin was 9.9% versus 9.2% for the third quarter of 2020. * Diluted earnings per share of Class A common stock was $1.72 and adjusted earnings per share - diluted(2) of Class A common stock was $1.98. * Adjusted EBITDA(2) was a $288.0 million, an increase of $71.0 million, or 32.7%, and adjusted EBITDA margin(2) was 15.0% for the third quarter versus 12.9% for the third quarter of 2020. * Vehicle inventories were $1.4 billion, an increase of $433.8 million: new vehicle inventories were $723.6 million, an increase of $166.5 million, and used vehicle inventories were $391.5 million, an increase of $267.3 million. * On September 30, 2021, we entered into an Eighth Amended and Restated Credit Agreement governing our floor plan facility which allows us to borrow $1.70 billion of floor plan notes payable and, up to $70.0 million under the revolving line of credit, and extended the term to 2026.

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 $902 million. As a result, we are raising our 2021 fiscal year guidance(3) from Adjusted EBITDA of $840 million to $860 million to a revised Adjusted EBITDA of $915 million to $930 million."

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



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(2) 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 $26-27 million, depreciation and amortization of approximately $62-68 million, other interest expense of approximately $46-48 million, and restructuring charges of approximately $25-27 million, each of which is a reconciling item to Net Income.



^ Prior guidance provided on August 3, 2021.(3)

Stock Repurchase Program

On August 3, 2021, the Company's Board of Directors authorized an increase in the Company's stock repurchase program originally approved on October 30, 2020 for an additional $125.0 million of the Company's Class A common stock resulting in a total of $225.0 million authorized for repurchase. The Board of Directors extended the expiration of the repurchase authorization to August 31, 2023.

During the three months ended September 30, 2021, the Company repurchased 1,059,723 shares of Class A common stock under this program for approximately $41.3 million, including commissions paid, at a weighted average price per share of $39.02, which is recorded as treasury stock on the condensed consolidated balance sheets. As of September 30, 2021, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $116.7 million.

Earnings Conference Call and Webcast Information

A conference call to discuss the Company's third quarter 2021 financial results is scheduled for November 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# 7568091. 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 September 30, 2021, the Company owned 51.3% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

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.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)(In Thousands Except Per Share Amounts) Three Months Ended Nine Months Ended

September 30, September 30,

2021 2020 2021 2020

Revenue:

Good Sam Services and $ 46,581 $ 45,941 $ 134,354 $ 137,668Plans

RV and Outdoor Retail

New vehicles 864,303 907,588 2,745,057 2,303,080

Used vehicles 519,550 298,651 1,273,944 780,226

Products, service and 305,882 276,622 862,706 680,417other

Finance and insurance, 167,779 138,779 483,718 378,553net

Good Sam Club 12,479 11,172 36,383 32,827

Subtotal 1,869,993 1,632,812 5,401,808 4,175,103

Total revenue 1,916,574 1,678,753 5,536,162 4,312,771

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

Good Sam Services and 21,637 18,600 53,241 55,693Plans

RV and Outdoor Retail

New vehicles 612,418 730,175 2,014,206 1,909,187

Used vehicles 376,852 223,033 934,874 595,655

Products, service and 212,444 171,666 556,542 421,276other

Good Sam Club 1,847 2,130 5,586 6,510

Subtotal 1,203,561 1,127,004 3,511,208 2,932,628

Total costs applicable 1,225,198 1,145,604 3,564,449 2,988,321to revenue

Operating expenses:

Selling, general, and 424,385 322,990 1,193,668 862,237administrative

Debt restructure 24 - 9,055 -expense

Depreciation and 23,552 12,304 49,297 38,949amortization

Long-lived asset 316 4,378 1,398 10,947impairment

Lease termination 329 505 2,085 1,957

(Gain) loss on sale or 96 (121) 7 662disposal of assets

Total operating 448,702 340,056 1,255,510 914,752expenses

Income from operations 242,674 193,093 716,203 409,698

Other expense:

Floor plan interest (3,125) (3,015) (9,886) (16,717)expense

Other interest expense, (11,250) (12,896) (35,262) (42,101)net

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

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

Other expense, net (122) - (77) -

Total other expense (14,497) (15,911) (50,135) (58,818)

Income before income 228,177 177,182 666,068 350,880taxes

Income tax expense (38,869) (22,398) (83,259) (47,003)

Net income 189,308 154,784 582,809 303,877

Less: net incomeattributable to (109,605) (96,734) (331,596) (195,910)non-controllinginterests

Net income attributableto Camping World $ 79,703 $ 58,050 $ 251,213 $ 107,967Holdings, Inc.



Earnings per share of Class A common stock:

Basic $ 1.75 $ 1.46 $ 5.57 $ 2.81

Diluted $ 1.72 $ 1.44 $ 5.49 $ 2.77

Weighted average sharesof Class A common stock outstanding:

Basic 45,628 39,880 45,072 38,356

Diluted 47,022 40,872 46,433 89,882

Camping World Holdings, Inc.

Supplemental Data

Three Months Ended September 30,

Increase

Percent

2021

2020

(decrease)

Change

Unit sales

New vehicles

18,748

23,177

(4,429)

(19.1)%

Used vehicles

13,631

10,530

3,101

29.4%

Total

32,379

33,707

(1,328)

(3.9)%

Average selling price

New vehicles

$

46,101

$

39,159

$

6,942

17.7%

Used vehicles

$

38,115

$

28,362

$

9,753

34.4%

Same store unit sales(1)

New vehicles

16,302

22,842

(6,540)

(28.6)%

Used vehicles

12,150

10,380

1,770

17.1%

Total

28,452

33,222

(4,770)

(14.4)%

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

New vehicles

$

758,401

$

894,982

$

(136,581)

(15.3)%

Used vehicles

468,354

294,142

174,212

59.2%

Products, service and other

198,476

207,060

(8,584)

(4.1)%

Finance and insurance, net

148,420

137,087

11,333

8.3%

Total

$

1,573,651

$

1,533,271

$

40,380

2.6%

Average gross profit per unit

New vehicles

$

13,435

$

7,655

$

5,781

75.5%

Used vehicles

$

10,469

$

7,181

$

3,287

45.8%

Finance and insurance, net per vehicle unit

$

5,182

$

4,117

$

1,065

25.9%

Total vehicle front-end yield(2)

$

17,368

$

11,624

$

5,744

49.4%

Gross margin

Good Sam Services and Plans

53.5%

59.5%

(596)

bps

New vehicles

29.1%

19.5%

960

bps

Used vehicles

27.5%

25.3%

215

bps

Products, service and other

30.5%

37.9%

(739)

bps

Finance and insurance, net

100.0%

100.0%

unch.

bps

Good Sam Club

85.2%

80.9%

426

bps

Subtotal RV and Outdoor Retail

35.6%

31.0%

466

bps

Total gross margin

36.1%

31.8%

431

bps

Inventories ($ in 000's)

New vehicles

$

723,593

$

557,070

$

166,523

29.9%

Used vehicles

391,466

124,167

267,299

215.3%

Products, parts, accessories and misc.

246,063

246,485

(422)

(0.2)%

Total RV and Outdoor Retail inventories

$

1,361,122

$

927,722

$

433,400

46.7%

Vehicle inventory per location ($ in 000's)

New vehicle inventory per dealer location

$

4,111

$

3,665

$

446

12.2%

Used vehicle inventory per dealer location

$

2,224

817

$

1,407

172.2%

Vehicle inventory turnover(3)

New vehicle inventory turnover

3.5

2.7

0.8

28.3%

Used vehicle inventory turnover

4.3

5.2

(1.0)

(18.4)%

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

1

-

0.0%

Total

187

163

24

14.7%

Other data

Active Customers(4)

5,458,531

5,273,707

184,824

3.5%

Good Sam Club members

2,185,100

2,074,264

110,836

5.3%

Service bays (5)

2,599

2,217

382

17.2%

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

12.1%

11.5%

62

bps

n/a

Same store locations

158

n/a

n/a

n/a

Camping World Holdings, Inc.

Supplemental Data



Three Months Ended Increase Percent September 30,

2021 2020 (decrease) Change

Unit sales

New vehicles 18,748 23,177 (4,429) (19.1) %

Used vehicles 13,631 10,530 3,101 29.4%

Total 32,379 33,707 (1,328) (3.9)%



Average selling price

New vehicles $ 46,101 $ 39,159 $ 6,942 17.7%

Used vehicles $ 38,115 $ 28,362 $ 9,753 34.4%



Same store unit sales^ (1)

New vehicles 16,302 22,842 (6,540) (28.6) %

Used vehicles 12,150 10,380 1,770 17.1%

Total 28,452 33,222 (4,770) (14.4) %



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

New vehicles $ 758,401 $ 894,982 $ (136,581) (15.3) %

Used vehicles 468,354 294,142 174,212 59.2%

Products, service and 198,476 207,060 (8,584) (4.1)%other

Finance and insurance, 148,420 137,087 11,333 8.3%net

Total $ 1,573,651 $ 1,533,271 $ 40,380 2.6%



Average gross profit per unit

New vehicles $ 13,435 $ 7,655 $ 5,781 75.5%

Used vehicles $ 10,469 $ 7,181 $ 3,287 45.8%

Finance and insurance, $ 5,182 $ 4,117 $ 1,065 25.9%net per vehicle unit

Total vehicle $ 17,368 $ 11,624 $ 5,744 49.4%front-end yield^(2)



Gross margin

Good Sam Services and 53.5% 59.5% (596) bps Plans

New vehicles 29.1% 19.5% 960 bps

Used vehicles 27.5% 25.3% 215 bps

Products, service and 30.5% 37.9% (739) bps other

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

Good Sam Club 85.2% 80.9% 426 bps

Subtotal RV and 35.6% 31.0% 466 bps Outdoor Retail

Total gross margin 36.1% 31.8% 431 bps



Inventories ($ in 000's)

New vehicles $ 723,593 $ 557,070 $ 166,523 29.9%

Used vehicles 391,466 124,167 267,299 215.3%

Products, parts, 246,063 246,485 (422) (0.2)%accessories and misc.

Total RV and Outdoor $ 1,361,122 $ 927,722 $ 433,400 46.7%Retail inventories



Vehicle inventory per location ($ in 000's)

New vehicle inventory $ 4,111 $ 3,665 $ 446 12.2%per dealer location

Used vehicle inventory $ 2,224 817 $ 1,407 172.2%per dealer location



Vehicle inventory turnover^(3)

New vehicle inventory 3.5 2.7 0.8 28.3%turnover

Used vehicle inventory 4.3 5.2 (1.0) (18.4)turnover %



Retail locations

RV dealerships 176 152 24 15.8%

RV service & retail 10 10 - 0.0%centers

Subtotal 186 162 24 14.8%

Other retail stores 1 1 - 0.0%

Total 187 163 24 14.7%



Other data

Active Customers^(4) 5,458,531 5,273,707 184,824 3.5%

Good Sam Club members 2,185,100 2,074,264 110,836 5.3%

Service bays ^(5) 2,599 2,217 382 17.2%

Finance and insurancegross profit as a % of 12.1% 11.5% 62 bps n/atotal vehicle revenue

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

Nine Months Ended September 30,

Increase

Percent

2021

2020

(decrease)

Change

Unit sales

New vehicles

66,362

64,553

1,809

2.8%

Used vehicles

38,269

30,830

7,439

24.1%

Total

104,631

95,383

9,248

9.7%

Average selling price

New vehicles

$

41,365

$

35,677

$

5,688

15.9%

Used vehicles

$

33,289

$

25,307

$

7,982

31.5%

Same store unit sales(1)

New vehicles

59,872

63,520

(3,648)

(5.7)%

Used vehicles

34,955

30,365

4,590

15.1%

Total

94,827

93,885

942

1.0%

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

New vehicles

$

2,487,827

$

2,266,585

$

221,242

9.8%

Used vehicles

1,173,264

768,159

405,105

52.7%

Products, service and other

580,114

504,614

75,500

15.0%

Finance and insurance, net

441,428

373,396

68,032

18.2%

Total

$

4,682,633

$

3,912,754

$

769,879

19.7%

Average gross profit per unit

New vehicles

$

11,013

$

6,102

$

4,911

80.5%

Used vehicles

8,860

5,987

2,873

48.0%

Finance and insurance, net per vehicle unit

4,623

3,969

654

16.5%

Total vehicle front-end yield(2)

14,849

10,033

4,815

48.0%

Gross margin

Good Sam Services and Plans

60.4%

59.5%

83

bps

New vehicles

26.6%

17.1%

952

bps

Used vehicles

26.6%

23.7%

296

bps

Products, service and other

35.5%

38.1%

(260)

bps

Finance and insurance, net

100.0%

100.0%

unch.

bps

Good Sam Club

84.6%

80.2%

448

bps

Subtotal RV and Outdoor Retail

35.0%

29.8%

524

bps

Total gross margin

35.6%

30.7%

491

bps

Inventories ($ in 000's)

New vehicles

$

723,593

$

557,070

$

166,523

29.9%

Used vehicles

391,466

124,167

267,299

215.3%

Products, parts, accessories and misc.

246,063

246,485

(422)

(0.2)%

Total RV and Outdoor Retail inventories

$

1,361,122

$

927,722

$

433,400

46.7%

Vehicle inventory per location ($ in 000's)

New vehicle inventory per dealer location

$

4,111

$

3,665

$

446

12.2%

Used vehicle inventory per dealer location

2,224

817

1,407

172.2%

Vehicle inventory turnover(3)

New vehicle inventory turnover

3.5

2.7

0.8

28.3%

Used vehicle inventory turnover

4.3

5.2

(1.0)

(18.4)%

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

1

-

0.0%

Total

187

163

24

14.7%

Other data

Active Customers(4)

5,458,531

5,273,707

184,824

3.5%

Good Sam Club members

2,185,100

2,074,264

110,836

5.3%

Service bays (5)

2,599

2,217

382

17.2%

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

12.0%

12.3%

(24)

bps

n/a

Same store locations

158

n/a

n/a

n/a



Nine Months Ended Increase Percent September 30,

2021 2020 (decrease) Change

Unit sales

New vehicles 66,362 64,553 1,809 2.8%

Used vehicles 38,269 30,830 7,439 24.1%

Total 104,631 95,383 9,248 9.7%



Average selling price

New vehicles $ 41,365 $ 35,677 $ 5,688 15.9%

Used vehicles $ 33,289 $ 25,307 $ 7,982 31.5%



Same store unit sales^ (1)

New vehicles 59,872 63,520 (3,648) (5.7)%

Used vehicles 34,955 30,365 4,590 15.1%

Total 94,827 93,885 942 1.0%



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

New vehicles $ 2,487,827 $ 2,266,585 $ 221,242 9.8%

Used vehicles 1,173,264 768,159 405,105 52.7%

Products, service and 580,114 504,614 75,500 15.0%other

Finance and insurance, 441,428 373,396 68,032 18.2%net

Total $ 4,682,633 $ 3,912,754 $ 769,879 19.7%



Average gross profit per unit

New vehicles $ 11,013 $ 6,102 $ 4,911 80.5%

Used vehicles 8,860 5,987 2,873 48.0%

Finance and insurance, 4,623 3,969 654 16.5%net per vehicle unit

Total vehicle front-end 14,849 10,033 4,815 48.0%yield^(2)



Gross margin

Good Sam Services and 60.4% 59.5% 83 bps Plans

New vehicles 26.6% 17.1% 952 bps

Used vehicles 26.6% 23.7% 296 bps

Products, service and 35.5% 38.1% (260) bps other

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

Good Sam Club 84.6% 80.2% 448 bps

Subtotal RV and Outdoor 35.0% 29.8% 524 bps Retail

Total gross margin 35.6% 30.7% 491 bps



Inventories ($ in 000's)

New vehicles $ 723,593 $ 557,070 $ 166,523 29.9%

Used vehicles 391,466 124,167 267,299 215.3%

Products, parts, 246,063 246,485 (422) (0.2)%accessories and misc.

Total RV and Outdoor $ 1,361,122 $ 927,722 $ 433,400 46.7%Retail inventories



Vehicle inventory per location ($ in 000's)

New vehicle inventory $ 4,111 $ 3,665 $ 446 12.2%per dealer location

Used vehicle inventory 2,224 817 1,407 172.2%per dealer location



Vehicle inventory turnover^(3)

New vehicle inventory 3.5 2.7 0.8 28.3%turnover

Used vehicle inventory 4.3 5.2 (1.0) (18.4)turnover %



Retail locations

RV dealerships 176 152 24 15.8%

RV service & retail 10 10 - 0.0%centers

Subtotal 186 162 24 14.8%

Other retail stores 1 1 - 0.0%

Total 187 163 24 14.7%



Other data

Active Customers^(4) 5,458,531 5,273,707 184,824 3.5%

Good Sam Club members 2,185,100 2,074,264 110,836 5.3%

Service bays ^(5) 2,599 2,217 382 17.2%

Finance and insurancegross profit as a % of 12.0% 12.3% (24) bps n/atotal vehicle revenue

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.

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

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

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

^(3) Inventory turnover calculated as vehicle costs applicable to revenuedivided by average quarterly ending vehicle inventory over the last twelvemonths.

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

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

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

($ in Thousands Except Per Share Amounts)

September 30,

December 31,

2021

2020

Assets

Current assets:

Cash and cash equivalents

$

132,795

$

166,072

Contracts in transit

104,902

48,175

Accounts receivable, net

113,831

83,422

Inventories

1,361,122

1,136,345

Prepaid expenses and other assets

44,959

60,211

Total current assets

1,757,609

1,494,225

Property and equipment, net

490,608

367,898

Operating lease assets

778,268

769,487

Deferred tax assets, net

221,695

165,708

Intangible assets, net

29,579

30,122

Goodwill

483,553

413,123

Other assets

25,279

15,868

Total assets

$

3,786,591

$

3,256,431

Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable

$

213,257

$

148,462

Accrued liabilities

240,696

137,688

Deferred revenues

100,687

88,213

Current portion of operating lease liabilities

63,091

62,405

Current portion of finance lease liabilities

2,923

2,240

Current portion of Tax Receivable Agreement liability

12,330

8,089

Current portion of long-term debt

12,183

12,174

Notes payable - floor plan, net

520,697

522,455

Other current liabilities

76,412

53,795

Total current liabilities

1,242,276

1,035,521

Operating lease liabilities, net of current portion

813,076

804,555

Finance lease liabilities, net of current portion

40,952

27,742

Tax Receivable Agreement liability, net of current portion

167,521

137,845

Revolving line of credit

20,885

20,885

Long-term debt, net of current portion

1,075,400

1,122,675

Deferred revenues

72,716

61,519

Other long-term liabilities

67,865

54,920

Total liabilities

3,500,691

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 September 30, 2021 and December 31, 2020

-

-

Class A common stock, par value $0.01 per share - 250,000,000 shares authorized; 47,264,560 issued and 44,843,825 outstanding as of September 30, 2021 and 43,083,008 issued and 42,226,389 outstanding as of December 31, 2020

470

428

Class B common stock, par value $0.0001 per share - 75,000,000 shares authorized; 69,066,445 issued as of September 30, 2021 and December 31, 2020; and 42,007,663 and 45,999,132 outstanding as of September 30, 2021 and December 31, 2020

4

5

Class C common stock, par value $0.0001 per share - one share authorized, issued and outstanding as of September 30, 2021 and December 31, 2020

-

-

Additional paid-in capital

97,324

63,342

Treasury stock, at cost; 2,136,563 and 572,447 shares as of September 30, 2021 and December 31, 2020

(80,605)

(15,187)

Retained earnings (deficit)

184,553

(21,814)

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

201,746

26,774

Non-controlling interests

84,154

(36,005)

Total stockholders' equity (deficit)

285,900

(9,231)

Total liabilities and stockholders' equity (deficit)

$

3,786,591

$

3,256,431

Earnings Per Share

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

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

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

($ in Thousands Except Per Share Amounts)



September December 30, 31,

2021 2020

Assets

Current assets:

Cash and cash equivalents $ 132,795 $ 166,072

Contracts in transit 104,902 48,175

Accounts receivable, net 113,831 83,422

Inventories 1,361,122 1,136,345

Prepaid expenses and other assets 44,959 60,211

Total current assets 1,757,609 1,494,225

Property and equipment, net 490,608 367,898

Operating lease assets 778,268 769,487

Deferred tax assets, net 221,695 165,708

Intangible assets, net 29,579 30,122

Goodwill 483,553 413,123

Other assets 25,279 15,868

Total assets $ 3,786,591 $ 3,256,431

Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable $ 213,257 $ 148,462

Accrued liabilities 240,696 137,688

Deferred revenues 100,687 88,213

Current portion of operating lease liabilities 63,091 62,405

Current portion of finance lease liabilities 2,923 2,240

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

Current portion of long-term debt 12,183 12,174

Notes payable - floor plan, net 520,697 522,455

Other current liabilities 76,412 53,795

Total current liabilities 1,242,276 1,035,521

Operating lease liabilities, net of current portion 813,076 804,555

Finance lease liabilities, net of current portion 40,952 27,742

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

Revolving line of credit 20,885 20,885

Long-term debt, net of current portion 1,075,400 1,122,675

Deferred revenues 72,716 61,519

Other long-term liabilities 67,865 54,920

Total liabilities 3,500,691 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 September 30, 2021 and December31, 2020

Class A common stock, par value $0.01 per share -250,000,000 shares authorized; 47,264,560 issuedand 44,843,825 outstanding as of September 30, 2021 470 428and 43,083,008 issued and 42,226,389 outstanding asof December 31, 2020

Class B common stock, par value $0.0001 per share -75,000,000 shares authorized; 69,066,445 issued asof September 30, 2021 and December 31, 2020; and 4 542,007,663 and 45,999,132 outstanding as ofSeptember 30, 2021 and December 31, 2020

Class C common stock, par value $0.0001 per share -one share authorized, issued and outstanding as of - -September 30, 2021 and December 31, 2020

Additional paid-in capital 97,324 63,342

Treasury stock, at cost; 2,136,563 and 572,447shares as of September 30, 2021 and December 31, (80,605) (15,187)2020

Retained earnings (deficit) 184,553 (21,814)

Total stockholders' equity attributable to Camping 201,746 26,774World Holdings, Inc.

Non-controlling interests 84,154 (36,005)

Total stockholders' equity (deficit) 285,900 (9,231)

Total liabilities and stockholders' equity $ 3,786,591 $ 3,256,431(deficit)

Earnings Per Share

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

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



Three Months Ended Nine Months Ended

September 30, September 30,

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

Numerator:

Net income $ 189,308 $ 154,784 $ 582,809 $ 303,877

Less: net incomeattributable to (109,605) (96,734) (331,596) (195,910)non-controllinginterests

Net income attributableto Camping World $ 79,703 $ 58,050 251,213 107,967Holdings, Inc. - basic

Add: reallocation of netincome attributable tonon-controllinginterests from the 1,226 794 3,793 -assumed dilutive effectof stock options andRSUs

Add: reallocation of netincome attributable tonon-controllinginterests from the - - - 140,811assumed exchange ofcommon units of CWGS,LLC for Class A commonstock

Net income attributableto Camping World $ 80,929 $ 58,844 $ 255,006 $ 248,778Holdings, Inc. - diluted

Denominator:

Weighted-average sharesof Class A common stock 45,628 39,880 45,072 38,356outstanding - basic

Dilutive options topurchase Class A common 138 191 157 64stock

Dilutive restricted 1,256 801 1,204 508stock units

Dilutive common units ofCWGS, LLC that are - - - 50,954convertible into Class Acommon stock

Weighted-average sharesof Class A common stock 47,022 40,872 46,433 89,882outstanding - diluted



Earnings per share ofClass A common stock - $ 1.75 $ 1.46 $ 5.57 $ 2.81basic

Earnings per share ofClass A common stock - $ 1.72 $ 1.44 $ 5.49 $ 2.77diluted



Weighted-averageanti-dilutive securitiesexcluded from the computation of dilutedearnings per share ofClass A common stock:

Stock options topurchase Class A common - - - 483stock

Restricted stock units 10 1,761 9 1,028

Common units of CWGS,LLC that are convertible 42,635 49,609 43,731 -into Class A commonstock

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 sale or 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 ("TTM") 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 Nine Months Ended

September September September September 30, 30, 30, 30,

($ in thousands) 2021 2020 2021 2020

EBITDA:

Net income $ 189,308 $ 154,784 $ 582,809 $ 303,877

Other interest expense, net 11,250 12,896 35,262 42,101

Depreciation and amortization 23,552 12,304 49,297 38,949

Income tax expense 38,869 22,398 83,259 47,003

Subtotal EBITDA 262,979 202,382 750,627 431,930

Loss and expense on debt 24 - 10,445 -restructure (a)

Long-lived asset impairment (b) 316 4,378 1,398 10,947

Lease termination (c) 329 505 2,085 1,957

Loss (gain) on sale or disposal 96 (121) 7 662of assets, net (d)

Equity-based compensation (e) 6,913 6,201 19,069 13,695

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

Restructuring costs (g) 17,362 3,689 23,439 14,562

Adjusted EBITDA $ 288,019 $ 217,034 $ 810,590 $ 473,753

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

(as percentage of total revenue)

2021

2020

2021

2020

EBITDA margin:

Net income margin

9.9%

9.2%

10.5%

7.0%

Other interest expense, net

0.6%

0.8%

0.6%

1.0%

Depreciation and amortization

1.2%

0.7%

0.9%

0.9%

Income tax expense

2.0%

1.3%

1.5%

1.1%

Subtotal EBITDA margin

13.7%

12.1%

13.6%

10.0%

Loss and expense on debt restructure (a)

0.0%

-

0.2%

-

Long-lived asset impairment (b)

0.0%

0.3%

0.0%

0.3%

Lease termination (c)

0.0%

0.0%

0.0%

0.0%

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

0.0%

(0.0)%

0.0%

0.0%

Equity-based compensation (e)

0.4%

0.4%

0.3%

0.3%

Tax Receivable Agreement adjustment (f)

-

-

0.1%

-

Restructuring costs (g)

0.9%

0.2%

0.4%

0.3%

Adjusted EBITDA margin

15.0%

12.9%

14.6%

11.0%



Three Months Ended Nine Months Ended

September September September September 30, 30, 30, 30,

(as percentage of total revenue) 2021 2020 2021 2020

EBITDA margin:

Net income margin 9.9% 9.2% 10.5% 7.0%

Other interest expense, net 0.6% 0.8% 0.6% 1.0%

Depreciation and amortization 1.2% 0.7% 0.9% 0.9%

Income tax expense 2.0% 1.3% 1.5% 1.1%

Subtotal EBITDA margin 13.7% 12.1% 13.6% 10.0%

Loss and expense on debt 0.0% - 0.2% -restructure (a)

Long-lived asset impairment (b) 0.0% 0.3% 0.0% 0.3%

Lease termination (c) 0.0% 0.0% 0.0% 0.0%

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

Equity-based compensation (e) 0.4% 0.4% 0.3% 0.3%

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

Restructuring costs (g) 0.9% 0.2% 0.4% 0.3%

Adjusted EBITDA margin 15.0% 12.9% 14.6% 11.0%

Three Months Ended

TTM Ended

September 30,

June 30,

March 31,

December 31,

September 30,

($ in thousands)

2021

2021

2021

2020

2021

Trailing Twelve-Month Adjusted EBITDA:

Net income

$

189,308

$

246,076

$

147,425

$

40,338

$

623,147

Other interest expense, net

11,250

11,789

12,223

12,588

47,850

Depreciation and amortization

23,552

13,044

12,701

13,032

62,329

Income tax expense

38,869

42,347

2,043

10,740

93,999

Subtotal EBITDA

262,979

313,256

174,392

76,698

827,325

Loss and expense on debt restructure (a)

24

10,421

-

-

10,445

Long-lived asset impairment (b)

316

536

546

1,406

2,804

Lease termination (c)

329

-

1,756

2,590

4,675

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

96

10

(99)

670

677

Equity-based compensation (e)

6,913

6,047

6,109

6,966

26,035

Tax Receivable Agreement adjustment (f)

-

-

3,520

(141)

3,379

Restructuring costs (g)

17,362

3,010

3,067

3,047

26,486

Adjusted EBITDA

$

288,019

$

333,280

$

189,291

$

91,236

$

901,826



Three Months Ended TTM Ended

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

($ in thousands) 2021 2021 2021 2020 2021

TrailingTwelve-Month Adjusted EBITDA:

Net income $ 189,308 $ 246,076 $ 147,425 $ 40,338 $ 623,147

Other interest 11,250 11,789 12,223 12,588 47,850expense, net

Depreciation and 23,552 13,044 12,701 13,032 62,329amortization

Income tax expense 38,869 42,347 2,043 10,740 93,999

Subtotal EBITDA 262,979 313,256 174,392 76,698 827,325

Loss and expenseon debt 24 10,421 - - 10,445restructure (a)

Long-lived asset 316 536 546 1,406 2,804impairment (b)

Lease termination 329 - 1,756 2,590 4,675(c)

Loss (gain) onsale or disposal 96 10 (99) 670 677of assets, net (d)

Equity-based 6,913 6,047 6,109 6,966 26,035compensation (e)

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

Restructuring 17,362 3,010 3,067 3,047 26,486costs (g)

Adjusted EBITDA $ 288,019 $ 333,280 $ 189,291 $ 91,236 $ 901,826

(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 sale or disposal 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, losses and gains on sale or 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:

Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the(a) 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.



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



Represents the loss on the termination of operating leases, relating(c) 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 sale or disposal 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 loss on remeasurement of the Tax(f) Receivable Agreement primarily due to changes in our blended statutory income tax rate.



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. 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, losses and gains on sale or 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 Nine Months Ended

September September September September 30, 30, 30, 30,

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

Numerator:

Net income attributable toCamping World Holdings, $ 79,703 $ 58,050 $ 251,213 $ 107,967Inc.

Adjustments related to basic calculation:

Loss and expense on debt restructure (a):

Gross adjustment 24 - 10,445 -

Income tax expense for (3) - (1,376) -above adjustment (b)

Long-lived asset impairment (c):

Gross adjustment 316 4,378 1,398 10,947

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

Lease termination (d):

Gross adjustment 329 505 2,085 1,957

Income tax expense for 1 - (38) (23)above adjustment (b)

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

Gross adjustment 96 (121) 7 662

Income tax expense for 3 1 5 (2)above adjustment (b)

Equity-based compensation (f):

Gross adjustment 6,913 6,201 19,069 13,695

Income tax expense for (820) (611) (2,181) (1,296)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 17,362 3,689 23,439 14,562

Income tax expense for 23 (12) (42) (70)above adjustment (b)

Adjustment to net incomeattributable tonon-controlling interests (12,091) (8,118) (27,580) (23,845)resulting from the aboveadjustments (i)

Adjusted net incomeattributable to Camping 91,856 63,962 279,066 124,541World Holdings, Inc. -basic

Adjustments related to diluted calculation:

Reallocation of net incomeattributable tonon-controlling interests 1,892 - - 1,700from the dilutive effect ofstock options andrestricted stock units (j)

Income tax on reallocationof net income attributableto non-controlling (489) - - (420)interests from the dilutiveeffect of stock options andrestricted stock units (k)

Reallocation of net incomeattributable tonon-controlling interests - 104,852 359,176 -from the dilutive exchangeof common units in CWGS,LLC (j)

Income tax on reallocationof net income attributableto non-controlling - (25,069) (89,668) -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 - (769) (11,227) -consolidated entities afterthe dilutive exchange ofcommon units in CWGS, LLC(l)

Adjusted net incomeattributable to Camping $ 93,259 $ 142,976 $ 537,347 $ 125,821World Holdings, Inc. -diluted

Denominator:

Weighted-average Class Acommon shares outstanding - 45,628 39,880 45,072 38,356basic

Adjustments related to diluted calculation:

Dilutive exchange of commonunits in CWGS, LLC for - 49,609 43,731 -shares of Class A commonstock (m)

Dilutive options topurchase Class A common 138 191 157 64stock (m)

Dilutive restricted stock 1,256 801 1,204 508units (m)

Adjusted weighted averageClass A common shares 47,022 90,481 90,164 38,928outstanding - diluted



Adjusted earnings per share $ 2.01 $ 1.60 $ 6.19 $ 3.25- basic

Adjusted earnings per share $ 1.98 $ 1.58 $ 5.96 $ 3.23- diluted



Anti-dilutive amounts (n):

Numerator:

Reallocation of net incomeattributable tonon-controlling interests $ 119,804 $ - $ - $ 218,054from the anti-dilutiveexchange of common units inCWGS, LLC (j)

Income tax on reallocationof net income attributableto non-controllinginterests from the $ (30,965) $ - $ - $ (56,513)anti-dilutive exchange ofcommon units in CWGS, LLC(k)

Assumed income tax benefitof combining C-corporationswith full or partialvaluation allowances withthe income of other $ 1,466 $ - $ - $ 5,666consolidated entities afterthe anti-dilutive exchangeof common units in CWGS,LLC (l)

Denominator:

Anti-dilutive exchange ofcommon units in CWGS, LLC 42,635 - - 50,954for 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 losses and gains on sale or disposal 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 48.3% and 55.4% for the three months ended September 30, 2021 and 2020, respectively, and 49.2% and 57.1% for the nine months ended September 30, 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 nine months ended September 30, 2021, this adjustment included the reversal of the $0.3 million expense and $14.5 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 $14.5 million release of valuation allowance during the nine months ended September 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 sale or 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: Investors: InvestorRelations@campingworld.com (866) 895-5330

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