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

By: Camping World Holdings, Inc. via Business Wire

August 03, 2021 at 08:00 AM EDT

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 14^thand 15^th, 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 Statements of Operations (unaudited)
(In Thousands Except Per Share Amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue:
Good Sam Services and Plans	$	46,902	$	44,519	$	87,773	$	91,727
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 other		305,554		231,172		556,824		403,795
Finance and insurance, net		177,685		147,318		315,939		239,774
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 to revenue (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		17,180		15,234		31,604		37,093
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 other		189,952		139,341		344,098		249,610
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 to revenue		1,301,964		1,118,107		2,339,251		1,842,717
Operating expenses:
Selling, general, and administrative		432,249		271,591		769,283		539,247
Debt restructure expense		9,031		—		9,031		—
Depreciation and amortization		13,044		12,567		25,745		26,645
Long-lived asset impairment		536		—		1,082		6,569
Lease termination		—		868		1,756		1,452
(Gain) loss on disposal of assets		10		272		(89)		783
Total operating expenses		454,870		285,298		806,808		574,696
Income from operations		304,973		203,340		473,529		216,605
Other income (expense):
Floor plan interest expense		(3,371)		(5,098)		(6,761)		(13,702)
Other interest expense, net		(11,789)		(14,547)		(24,012)		(29,205)
Loss on debt restructure		(1,390)		—		(1,390)		—
Tax Receivable Agreement liability adjustment		—		—		(3,520)		—
Other income, net		—		—		45		—
Total other expense		(16,550)		(19,645)		(35,638)		(42,907)
Income before income taxes		288,423		183,695		437,891		173,698
Income tax expense		(42,347)		(20,473)		(44,390)		(24,605)
Net income		246,076		163,222		393,501		149,093
Less: net income attributable to non-controlling interests		(136,888)		(105,145)		(221,991)		(99,176)
Net income attributable to Camping World Holdings, Inc.	$	109,188	$	58,077	$	171,510	$	49,917

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 shares of Class A common stock outstanding:
Basic		45,983		37,635		44,790		37,585
Diluted		47,550		89,689		90,422		89,578

Camping World Holdings, 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 store revenue⁽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 and other		214,041			171,451			42,590				24.8	%
Finance and insurance, net		162,922			145,882			17,040				11.7	%
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 and insurance, net per vehicle unit	$	4,387		$	3,798		$	589				15.5	%
Total vehicle front-end yield⁽²⁾	$	14,905		$	9,256		$	5,649				61.0	%

Gross margin
Good Sam Services and Plans		63.4	%		65.8	%		(241	)	bps
New vehicles		28.4	%		16.2	%		1,219		bps
Used vehicles		27.2	%		24.0	%		320		bps
Products, service and other		37.8	%		39.7	%		(189	)	bps
Finance and insurance, net		100.0	%		100.0	%		unch.		bps
Good Sam Club		85.1	%		80.0	%		516		bps
Subtotal RV and Outdoor Retail		36.2	%		29.4	%		683		bps
Total gross margin		36.9	%		30.4	%		644		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		11.7	%		12.6	%		(86	)	bps		n/a
Same store locations		158			n/a			n/a				n/a


	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.

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 liability		12,330			8,089
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 portion		830,408			804,555
Finance lease liabilities, net of current portion		36,529			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		1,069,702			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 December 31, 2020		—			—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 47,264,560 issued and 45,478,698 outstanding as of June 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 June 30, 2021 and December 31, 2020; and 42,007,663 and 45,999,132 outstanding as of June 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 June 30, 2021 and December 31, 2020		—			—
Additional paid-in capital		93,509			63,342
Treasury stock, at cost; 1,501,690 and 572,447 shares as of June 30, 2021 and December 31, 2020		(54,783	)		(15,187	)
Retained earnings (deficit)		127,783			(21,814	)
Total stockholders' equity attributable to Camping World Holdings, Inc.		166,983			26,774
Non-controlling interests		48,492			(36,005	)
Total stockholders' equity (deficit)		215,475			(9,231	)
Total liabilities and stockholders' equity (deficit)	$	3,696,822		$	3,256,431

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 per share amounts)	2021			2020			2021			2020
Numerator:
Net income	$	246,076		$	163,222		$	393,501		$	149,093
Less: net income attributable to non-controlling interests		(136,888	)		(105,145	)		(221,991	)		(99,176	)
Net income attributable to Camping World Holdings, Inc. — basic	$	109,188		$	58,077			171,510			49,917
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		1,772			—			—			—
Add: reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock		—			79,603			166,495			68,383
Net income attributable to Camping World Holdings, Inc. — diluted	$	110,960		$	137,680		$	338,005		$	118,300
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		45,983			37,635			44,790			37,585
Dilutive options to purchase Class A common stock		169			—			167			—
Dilutive restricted stock units		1,398			434			1,177			359
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		—			51,620			44,288			51,634
Weighted-average shares of Class A common stock outstanding — diluted		47,550			89,689			90,422			89,578

Earnings per share of Class A common stock — basic	$	2.37		$	1.54		$	3.83		$	1.33
Earnings per share of Class A common stock — diluted	$	2.33		$	1.54		$	3.74		$	1.32

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Stock options to purchase Class A common stock		—			715			—			726
Restricted stock units		14			620			8			658
Common units of CWGS, LLC that are convertible into Class A common stock		43,057			—			—			—

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 restructure (a)		10,421		—		10,421		—
Long-lived asset impairment (b)		536		—		1,082		6,569
Lease termination (c)		—		868		1,756		1,452
Loss (gain) on disposal of assets, net (d)		10		272		(89)		783
Equity-based compensation (e)		6,047		4,182		12,156		7,494
Tax Receivable Agreement adjustment (f)		—		—		3,520		—
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 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				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
(In thousands except per share amounts)	2021		2020		2021		2020
Numerator:
Net income attributable to Camping World Holdings, Inc.	$	109,188	$	58,077	$	171,510	$	49,917
Adjustments related to basic calculation:
Loss and expense on debt restructure (a):
Gross adjustment		10,421		—		10,421		—
Income tax expense for above adjustment (b)		(1,373)		—		(1,373)		—
Long-lived asset impairment (c):
Gross adjustment		536		—		1,082		6,569
Income tax expense for above adjustment (b)		—		—		—		(13)
Lease termination (d):
Gross adjustment		—		868		1,756		1,452
Income tax expense for above adjustment (b)		—		(23)		(39)		(23)
Loss (gain) on disposal of assets (e):
Gross adjustment		10		272		(89)		783
Income tax expense for above adjustment (b)		3		(2)		2		(3)
Equity-based compensation (f):
Gross adjustment		6,047		4,182		12,156		7,494
Income tax expense for above adjustment (b)		(707)		(383)		(1,361)		(685)
Tax Receivable Agreement liability adjustment (g):
Gross adjustment		—		—		3,520		—
Income tax expense for above adjustment (b)		—		—		(898)		—
Restructuring costs (h):
Gross adjustment		3,010		4,591		6,077		10,873
Income tax expense for above adjustment (b)		(52)		(23)		(65)		(58)
Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (i)		(9,680)		(5,733)		(15,489)		(15,727)
Adjusted net income attributable to Camping World Holdings, Inc. – basic		117,403		61,826		187,210		60,579
Adjustments related to diluted calculation:
Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)		2,533		—		—		550
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k)		(628)		—		—		(145)
Reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (j)		—		110,878		237,480		—
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (k)		—		(26,132)		(58,213)		—
Assumed income tax expense of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the dilutive exchange of common units in CWGS, LLC (l)		—		(1,708)		(12,693)		—
Adjusted net income attributable to Camping World Holdings, Inc. – diluted	$	119,308	$	144,864	$	353,784	$	60,984
Denominator:
Weighted-average Class A common shares outstanding – basic		45,983		37,635		44,790		37,585
Adjustments related to diluted calculation:
Dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (m)		—		51,620		44,288		—
Dilutive options to purchase Class A common stock (m)		169		—		167		—
Dilutive restricted stock units (m)		1,398		434		1,177		359
Adjusted weighted average Class A common shares outstanding – diluted		47,550		89,689		90,422		37,944

Adjusted earnings per share - basic	$	2.55	$	1.64	$	4.18	$	1.61
Adjusted earnings per share - diluted	$	2.51	$	1.62	$	3.91	$	1.61

Anti-dilutive amounts (n):
Numerator:
Reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (j)	$	144,035	$	—	$	—	$	114,353
Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (k)	$	(35,733)	$	—	$	—	$	(31,720)
Assumed income tax benefit of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive exchange of common units in CWGS, LLC (l)	$	226	$	—	$	—	$	6,435
Denominator:
Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (m)		43,057		—		—		51,634

(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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210803005379/en/

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

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