Camping World Holdings, Inc. - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

Commission file number: 001-37908

CAMPING WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-1737145
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

250 Parkway Drive, Suite 270

Lincolnshire, IL 60069

(Address of registrant’s principal executive offices) (Zip Code)

Telephone: (847) 808-3000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock,

$0.01 par value per share

CWH

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ⌧	Accelerated filer ◻
Non-accelerated filer ◻	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of November 8, 2019, the registrant had 37,396,578 shares of Class A common stock, 50,706,629 shares of Class B common stock and one share of Class C common stock outstanding.

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Camping World Holdings, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2019

TABLE OF CONTENTS


		Page


PART I. FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)	5
	Unaudited Condensed Consolidated Balance Sheets – September 30, 2019 and December 31, 2018	5
	Unaudited Condensed Consolidated Statements of Operations – Three and Nine months Ended September 30, 2019 and 2018	6
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity – Nine months Ended September 30, 2019 and 2018	7
	Unaudited Condensed Consolidated Statements of Cash Flows – Nine months Ended September 30, 2019 and 2018	9
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4	Controls and Procedures	63

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	65
Item 1A	Risk Factors	67
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3	Defaults Upon Senior Securities	72
Item 4	Mine Safety Disclosures	72
Item 5	Other Information	72
Item 6	Exhibits	72

Signatures		74

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BASIS OF PRESENTATION

As used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless the context otherwise requires, references to:

●

“we,” “us,” “our,” the “Company,” “Camping World” and similar references refer to Camping World Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC, which we refer to as “CWGS, LLC” and, unless otherwise stated, all of its subsidiaries.

●

“Annual Report” refers to our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on March 15, 2019.

●

“Continuing Equity Owners” refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders and each of their permitted transferees that continue to own common units in CWGS, LLC after the initial public offering (“IPO”) of our stock and the Reorganization Transactions (each as defined in Note 1 – Summary of Significant Accounting Policies to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q) and who may redeem at each of their options their common units for, at our election (determined solely by our independent directors within the meaning of the rules of the New York Stock Exchange who are disinterested), cash or newly issued shares of our Class A common stock.

●

“Crestview” refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P.

●

“CWGS LLC Agreement” refers to CWGS, LLC’s amended and restated limited liability company agreement, as amended to date.

●

“Former Profit Unit Holders” refers collectively to our named executive officers (excluding Marcus A. Lemonis and Melvin Flanigan), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, and certain other current and former non-executive employees and former directors, in each case, who held existing common units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and who received common units of CWGS, LLC in exchange for their profit units in connection with our IPO.

●

“ML Acquisition” refers to ML Acquisition Company, LLC, a Delaware limited liability company, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus A. Lemonis.

●

“ML RV Group” refers to ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus A. Lemonis.

●

“Tax Receivable Agreement” refers to the tax receivable agreement that the Company entered into with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. in connection with the Company’s IPO.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this Form 10-Q may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the timeline for and benefits of our 2019 Strategic Shift (as defined below); expected new retail location openings and closures, including greenfield locations and acquired locations; sufficiency of our sources of liquidity and capital and

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potential need for additional financing; future capital expenditures and debt service obligations; refinancing, retirement or exchange of outstanding debt; expectations regarding industry trend and consumer behavior and growth; our ability to capture positive industry trends and pursue growth; our plans to increase new products offered to our customers and grow our businesses to enhance our visibility with respect to revenue and cash flow, and to increase our overall profitability; volatility in sales and potential impact of miscalculating the demand for our products or our product mix; remediation of material weaknesses; expectations regarding increase of certain expenses in connection with our growth; expectations regarding our pending litigation, and our plans related to dividend payments, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’ ‘‘could,’’ ‘‘intends,’’ ‘‘targets,’’ ‘‘projects,’’ ‘‘contemplates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential’’ or ‘‘continue’’ or the negative of these terms or other similar expressions.

Forward-looking statements 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. We believe that these important factors include, but are not limited to, the following:

●

the availability of financing to us and our customers;

●

fuel shortages, or high prices for fuel;

●

the well-being, as well as the continued popularity and reputation for quality, of our manufacturers;

●

current softness in the RV industry, which has increased our costs and reduced our margins;

●

uncertainty regarding how long the ongoing softness in the RV industry will last;

●

general economic conditions in our markets, and ongoing economic and financial uncertainties;

●

changes in consumer preferences or our failure to gauge those preferences;

●

our ability to attract and retain customers;

●

competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast;

●

our ability to execute and achieve the expected benefits of our 2019 Strategic Shift;

●

costs incurred with the 2019 Strategic Shift being materially higher than expected or anticipated;

●

the possibility of future asset impairments related to the 2019 Strategic Shift;

●

our expansion into new, unfamiliar markets, businesses, or product lines or categories, as well as delays in opening or acquiring new retail locations;

●

unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions;

●

our failure to maintain the strength and value of our brands;

●

our ability to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends;

●

fluctuations in our same store revenue and whether they will be a meaningful indicator of future performance;

●

the cyclical and seasonal nature of our business;

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●

our ability to operate and expand our business and to respond to changing business and economic conditions, which depends on the availability of adequate capital;

●

the restrictive covenants imposed by our Senior Secured Credit Facilities and Floor Plan Facility;

●

our reliance on six fulfillment and distribution centers for our retail, e-commerce and catalog businesses;

●

the impact of ongoing class action lawsuits against us and certain of our officers and directors, as well as any potential future class action litigation;

●

natural disasters, whether or not caused by climate change, unusual weather conditions, epidemic outbreaks, terrorist acts and political events;

●

our dependence on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations;

●

any delays, new or increased tariffs, increased cost or quality control deficiencies in the importation of our products manufactured abroad;

●

whether third party lending institutions and insurance companies will continue to provide financing for RV purchases;

●

our ability to retain senior executives and attract and retain other qualified employees;

●

our ability to meet our labor needs;

●

risks associated with leasing substantial amounts of space, including our inability to maintain the leases for our retail locations or locate alternative sites for our stores in our target markets and on terms that are acceptable to us;

●

our business being subject to numerous federal, state and local regulations;

●

regulations applicable to the sale of firearms, extended service contracts; emergency roadside assistance contracts and insurance products;

●

our dealerships’ susceptibility to termination, non-renewal or renegotiation of dealer agreements if state dealer laws are repealed or weakened;

●

changes in government policies and firearms legislation;

●

our ability to remediate the impact of material weaknesses in our internal control over financial reporting;

●

our failure to comply with certain environmental regulations;

●

climate change legislation or regulations restricting emission of ‘‘greenhouse gases’’

●

a failure in our e-commerce operations, security breaches and cybersecurity risks;

●

our inability to enforce our intellectual property rights and accusations of our infringement on the intellectual property rights of third parties;

●

our inability to maintain or upgrade our information technology systems or our inability to convert to alternate systems in an efficient and timely manner;

●

disruptions to our information technology systems or breaches of our network security;

●

increases in the minimum wage;

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●

increases in paper costs, postage costs and shipping costs;

●

risk of product liability claims if people or property are harmed by the products we sell and other litigation risks;

●

risks associated with our private brand offerings;

●

the effectiveness of our risk management policies and procedures;

●

possibility of future asset impairment charges for goodwill, intangible assets or other long-lived assets;

●

risks associated with operating the Gander Outdoors and Overton’s retail brands;

●

benefits and cost savings related to integration of Gander Outdoors and Overton’s brands;

●

potential litigation relating to products we sell as a result of recent acquisitions, including firearms and ammunitions;

●

Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition Company, LLC and ML RV Group, LLC, has substantial control over us including matters requiring approval by our stockholders;

●

the exemptions from certain corporate governance requirements that we qualify for, and rely on, due to the fact that we are a ‘‘controlled company’’ within the meaning of the New York Stock Exchange, or NYSE, listing requirements;

●

whether we are able to realize any tax benefits that may arise from our organizational structure and any redemptions or exchanges of CWGS Enterprises, LLC common units for cash or stock;

●

other risks relating to our organizational structure and to ownership of shares of our Class A common stock; and

●

the other factors set forth under ‘‘Risk Factors’’ in Item 1A of Part I of our Annual Report and in Item 1A of Part II of this Form 10-Q.

We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. For a further discussion of the risks relating to our business, see “Risk Factors” in Item 1A of Part I of our Annual Report, and in Item 1A of Part II of this Form 10-Q.

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Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In Thousands Except Share and Per Share Amounts)


	September 30,		December 31,
	2019		2018
Assets
Current assets:
Cash and cash equivalents	$	130,234	$	138,557
Contracts in transit		88,762		53,214
Accounts receivable, net		86,788		85,711
Inventories		1,380,214		1,558,970
Prepaid expenses and other assets		37,759		51,710
Total current assets		1,723,757		1,888,162
Property and equipment, net		330,182		359,855
Operating lease assets		823,475		—
Deferred tax assets, net		126,487		145,943
Intangible assets, net		31,386		35,284
Goodwill		386,915		359,117
Other assets		18,825		18,326
Total assets	$	3,441,027	$	2,806,687
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	177,336	$	144,808
Accrued liabilities		156,393		124,619
Deferred revenues and gains		93,609		88,054
Current portion of finance lease liabilities		—		23
Current portion of operating lease liabilities		58,211		—
Current portion of Tax Receivable Agreement liability		6,815		9,446
Current portion of long-term debt		14,143		12,977
Notes payable – floor plan, net		693,889		885,980
Other current liabilities		52,609		39,211
Total current liabilities		1,253,005		1,305,118
Right to use liability		—		5,147
Operating lease liabilities, net of current portion		850,948		—
Tax Receivable Agreement liability, net of current portion		109,504		124,763
Revolving line of credit		46,340		38,739
Long-term debt, net of current portion		1,156,071		1,152,888
Deferred revenues and gains		60,112		67,157
Other long-term liabilities		30,652		79,958
Total liabilities		3,506,632		2,773,770
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, 2019 and December 31, 2018		—		—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 37,533,958 issued and 37,377,004 outstanding as of September 30, 2019 and 37,278,690 issued and 37,192,364 outstanding as of December 31, 2018		374		372
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued; and 50,706,629 outstanding as of September 30, 2019 and December 31, 2018		5		5
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of September 30, 2019 and December 31, 2018		—		—
Additional paid-in capital		51,625		47,531
Retained deficit		(48,872)		(3,370)
Total stockholders' equity attributable to Camping World Holdings, Inc.		3,132		44,538
Non-controlling interests		(68,737)		(11,621)
Total stockholders' equity (deficit)		(65,605)		32,917
Total liabilities and stockholders' equity (deficit)	$	3,441,027	$	2,806,687

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In Thousands Except Per Share Amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenue:
Good Sam Services and Plans	$	42,235	$	41,311	$	133,895	$	128,474
RV and Outdoor Retail
New vehicles		680,716		697,317		1,989,163		2,084,346
Used vehicles		247,151		197,757		672,908		580,494
Products, service and other		290,771		256,150		760,073		670,661
Finance and insurance, net		114,466		106,218		334,582		315,523
Good Sam Club		12,633		10,733		36,467		30,126
Subtotal		1,345,737		1,268,175		3,793,193		3,681,150
Total revenue		1,387,972		1,309,486		3,927,088		3,809,624
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		19,401		18,529		58,878		56,650
RV and Outdoor Retail
New vehicles		598,718		609,244		1,743,161		1,810,822
Used vehicles		194,947		152,562		530,474		449,361
Products, service and other		233,174		153,167		537,885		397,035
Good Sam Club		3,259		2,970		9,900		8,406
Subtotal		1,030,098		917,943		2,821,420		2,665,624
Total costs applicable to revenue		1,049,499		936,472		2,880,298		2,722,274
Operating expenses:
Selling, general, and administrative		299,564		278,330		870,995		807,738
Debt restructure expense		—		—		—		380
Depreciation and amortization		14,104		13,179		41,644		34,207
Long-lived asset impairment		50,025		—		50,025		—
Loss on disposal of assets		7,087		843		9,247		987
Total operating expenses		370,780		292,352		971,911		843,312
Income from operations		(32,307)		80,662		74,879		244,038
Other income (expense):
Floor plan interest expense		(9,005)		(7,815)		(31,884)		(28,760)
Other interest expense, net		(17,568)		(16,794)		(53,422)		(45,740)
Loss on debt restructure		—		—		—		(1,676)
Tax Receivable Agreement liability adjustment		—		—		8,477		—
Other expense, net		—		2		—		—
Total other income (expense)		(26,573)		(24,607)		(76,829)		(76,176)
(Loss) income before income taxes		(58,880)		56,055		(1,950)		167,862
Income tax expense		(6,383)		(9,900)		(37,497)		(31,027)
Net (loss) income		(65,263)		46,155		(39,447)		136,835
Less: net loss (income) attributable to non-controlling interests		34,571		(32,032)		7,377		(96,109)
Net (loss) income attributable to Camping World Holdings, Inc.	$	(30,692)	$	14,123	$	(32,070)	$	40,726

Income (loss) earnings per share of Class A common stock:
Basic	$	(0.82)	$	0.38	$	(0.86)	$	1.10
Diluted	$	(0.82)	$	0.38	$	(0.86)	$	1.10
Weighted average shares of Class A common stock outstanding:
Basic		37,361		37,018		37,266		36,933
Diluted		37,361		37,055		37,266		37,140

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit)

(In Thousands)


										Additional		Retained		Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Earnings		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		(Deficit)		Interest		Total
Balance at December 31, 2018	37,192	$	372	50,707	$	5	—	$	—	$	47,531	$	(3,370)	$	(11,621)	$	32,917
Adoption of accounting standard (see Note 1 — Summary of Significant Accounting Policies)	—		—	—		—	—		—		—		3,705		6,332		10,037
Equity-based compensation	—		—	—		—	—		—		2,716		—		—		2,716
Vesting of restricted stock units	1		—	—		—	—		—		—		—		—		—
Redemption of LLC common units for Class A common stock	6		—	—		—	—		—		12		—		—		12
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(5,534)		(5,534)
Dividends⁽¹⁾	—		—	—		—	—		—		—		(5,699)		—		(5,699)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	—		—	—		—	—		—		(8)		—		—		(8)
Non-controlling interest adjustment	—		—	—		—	—		—		(1,678)		—		1,678		—
Net loss	—		—	—		—	—		—		—		(19,395)		(7,412)		(26,807)
Balance at March 31, 2019	37,199		372	50,707		5	—		—		48,573		(24,759)		(16,557)		7,634
Equity-based compensation	—		—	—		—	—		—		3,863		—		—		3,863
Vesting of restricted stock units	96		1	—		—	—		—		143		—		(144)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	(22)		—	—		—	—		—		(273)		—		—		(273)
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(32,523)		(32,523)
Dividends⁽¹⁾	—		—	—		—	—		—		—		(5,711)		—		(5,711)
Non-controlling interest adjustment	—		—	—		—	—		—		(1,702)		—		1,702		—
Net income	—		—	—		—	—		—		—		18,017		34,606		52,623
Balance at June 30, 2019	37,273		373	50,707		5	—		—		50,604		(12,453)		(12,916)		25,613
Equity-based compensation	—		—	—		—	—		—		2,934		—		—		2,934
Vesting of restricted stock units	152		1	—		—	—		—		300		—		(301)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	(48)		—	—		—	—		—		(547)		—		—		(547)
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(22,615)		(22,615)
Dividends⁽¹⁾	—		—	—		—	—		—		—		(5,727)		—		(5,727)
Non-controlling interest adjustment	—		—	—		—	—		—		(1,666)		—		1,666		—
Net loss	—		—	—		—	—		—		—		(30,692)		(34,571)		(65,263)
Balance at September 30, 2019	37,377	$	374	50,707	$	5	—	$	—	$	51,625	$	(48,872)	$	(68,737)	$	(65,605)

(1)

The Company declared dividends per share of Class A common stock of $0.15 for each of the three months ended March 31, June 30, and September 30, 2019.

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In Thousands)


										Additional		Retained		Non-
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Paid-In		Earnings		Controlling
	Shares	Amounts		Shares	Amounts		Shares	Amounts		Capital		(Deficit)		Interest		Total
Balance at December 31, 2017	36,749	$	367	50,837	$	5	—		—	$	42,520	$	7,619	$	21,252	$	71,763
Adoption of accounting standard (ASC No. 606, Revenue from Contracts with Customers)	—		—	—		—	—		—		—		1,310		2,476		3,786
Equity-based compensation	—		—	—		—	—		—		3,218		—		—		3,218
Exercise of stock options	6		—	—		—	—		—		137		—		—		137
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(77)		—		77		—
Vesting of restricted stock units	2		—	—		—	—		—		—		—		—		—
Redemption of LLC common units for Class A common stock	173		2	(130)		—	—		—		1,848		—		(115)		1,735
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(19,938)		(19,938)
Dividends⁽²⁾	—		—	—		—	—		—		—		(5,662)		—		(5,662)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	—		—	—		—	—		—		(1,414)		—		—		(1,414)
Non-controlling interest adjustment	—		—	—		—	—		—		(1,592)		—		1,592		—
Net income	—		—	—		—	—		—		—		1,821		11,727		13,548
Balance at March 31, 2018	36,930		369	50,707		5	—		—		44,640		5,088		17,071		67,173
Equity-based compensation	—		—	—		—	—		—		3,129		—		—		3,129
Exercise of stock options	—		—	—		—	—		—		5		—		—		5
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(5)		—		5		—
Vesting of restricted stock units	77		1	—		—	—		—		29		—		(30)		—
Disgorgement of short-swing profits by Section 16 officer	—		—	—		—	—		—		557		—		—		557
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(41,573)		(41,573)
Dividends⁽²⁾	—		—	—		—	—		—		—		(5,664)		—		(5,664)
Non-controlling interest adjustment	—		—	—		—	—		—		(2,521)		—		2,521		—
Net income	—		—	—		—	—		—		—		24,782		52,350		77,132
Balance at June 30, 2018	37,007		370	50,707		5	—		—		45,834		24,206		30,344		100,759
Equity-based compensation	—		—	—		—	—		—		4,188		—		—		4,188
Exercise of stock options	1		—	—		—	—		—		7		—		—		7
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options	—		—	—		—	—		—		(4)		—		4		—
Vesting of restricted stock units	10		—	—		—	—		—		44		—		(44)		—
Repurchases of Class A common stock for withholding taxes on vested RSUs	(3)		—	—		—	—		—		(62)		—		—		(62)
Redemption of LLC common units for Class A common stock	42		1	—		—	—		—		223		—		(38)		186
Distributions to holders of LLC common units	—		—	—		—	—		—		—		—		(36,838)		(36,838)
Dividends⁽²⁾	—		—	—		—	—		—		—		(5,673)		—		(5,673)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability	—		—	—		—	—		—		(147)		—		—		(147)
Non-controlling interest adjustment	—		—	—		—	—		—		(6,686)		—		6,686		—
Net income	—		—	—		—	—		—		—		14,123		32,032		46,155
Balance at September 30, 2018	37,057	$	371	50,707	$	5	—	$	—	$	43,397	$	32,656	$	32,146	$	108,575

(2)

The Company declared dividends per share of Class A common stock of $0.15 for each of the three months ended March 31, June 30, and September 30, 2018.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)


	Nine Months Ended September 30,
	2019		2018
Operating activities
Net (loss) income	$	(39,447)	$	136,835

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		41,644		34,207
Equity-based compensation		9,513		10,535
Loss on debt restructure		—		1,676
Long-lived asset impairment		50,025		—
Loss on disposal of assets		9,247		987
Provision for losses on accounts receivable		562		1,957
Non-cash lease expense		40,739		—
Accretion of original debt issuance discount		776		764
Non-cash interest		3,362		4,655
Deferred income taxes		18,620		7,621
Tax Receivable Agreement liability adjustment		(8,477)		—
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit		(37,121)		(56,118)
Inventories		195,137		(42,630)
Prepaid expenses and other assets		12,634		5,496
Accounts payable and other accrued expenses		59,220		124,442
Payment pursuant to Tax Receivable Agreement		(9,425)		(8,100)
Accrued rent for cease-use locations		—		(622)
Deferred revenue and gains		9,060		19,328
Operating lease liabilities		(40,405)		—
Other, net		7,477		13,040
Net cash provided by operating activities		323,141		254,073

Investing activities
Purchases of property and equipment		(45,039)		(108,422)
Purchase of real property		(27,821)		(100,073)
Proceeds from the sale of real property		24,622		—
Purchases of businesses, net of cash acquired		(48,408)		(82,195)
Proceeds from sale of property and equipment		4,955		892
Net cash used in investing activities	$	(91,691)	$	(289,798)

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)


	Nine Months Ended September 30,
	2019		2018

Financing activities
Proceeds from long-term debt	$	11,663	$	319,913
Payments on long-term debt		(10,122)		(76,709)
Net payments on notes payable – floor plan, net		(170,215)		(212,080)
Borrowings on revolving line of credit		14,029		24,403
Payments on revolving line of credit		(6,428)		—
Payments of principal on finance lease obligations		(23)		(660)
Payments of principal on right to use liability		—		(119)
Payment of debt issuance costs		(47)		(3,120)
Dividends on Class A common stock		(17,137)		(16,999)
Proceeds from exercise of stock options		—		153
RSU shares withheld for tax		(821)		(62)
Disgorgement of short-swing profits by Section 16 officer		—		557
Members' distributions		(60,672)		(98,349)
Net cash used in financing activities		(239,773)		(63,072)

Decrease in cash and cash equivalents		(8,323)		(98,797)
Cash and cash equivalents at beginning of the period		138,557		224,163
Cash and cash equivalents at end of the period	$	130,234	$	125,366

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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Camping World Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2019

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2019 are unaudited. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”) filed with the SEC on March 15, 2019. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions (the “Reorganization Transactions”) that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of September 30, 2019, CWH owned 42.0% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The Company realigned the structure of its internal organization during the three months ended March 31, 2019. The Company previously had three reportable segments: (i) Consumer Services and Plans; (ii) Dealership, and (iii) Retail. Following the realignment, the Company now has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. In conjunction with the first quarter 2019 realignment of our reporting structure, the Company combined our prior Dealership and Retail segments into the RV and Outdoor Retail segment and reclassified the Good Sam Club and co-branded credit card operations to the RV and Outdoor Retail segment from the Consumer Services and Plans segment to reflect the alignment and synergies of these businesses. The remaining portion of the former Consumer Services and Plans segment is now called the Good Sam Services and Plans segment. The Company’s reportable segment financial information has been recast to reflect the updated reportable segment structure for all periods presented. See Note 18 – Segments Information to the Condensed Consolidated Financial Statements for further information about the

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Company’s segments. The Company primarily provides Good Sam Services and Plans offerings under its Good Sam brand and provides RV and Outdoor Retail offerings primarily under its Camping World and Gander Outdoors brands. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing; shows and events; and publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (“RVs”); the sale of RV products and services, including the sale of parts, accessories, supplies and services for RVs; equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities; commissions on the finance and insurance contracts related to the sale of RVs; and Good Sam Club memberships and co-branded credit cards. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts.

In connection with the Company’s previously announced plan to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs (see Note 4 – Restructuring and Long-lived Asset Impairment), the Company has reduced its number of retail locations to 209 as of September 30, 2019 from 227 as of September 30, 2018. From September 30, 2018 to September 30, 2019, the Company opened 18 locations, closed 23 locations, divested 13 specialty outdoor retail locations, and converted 10 stand-alone stores to co-habited locations. The table below summarizes the Company’s store locations from September 30, 2018 to September 30, 2019:


	Co-habited		Stand-alone		Stand-alone		Stand-alone
	RV and Outdoor		RV Retail		Outdoor		Specialty
	Retail locations		locations		Retail locations		Retail locations		Total
Store locations as of September 30, 2018		120		15		70		22		227
Opened		11		5		—		2		18
Closed / divested		(3)		(5)		(11)		(17)		(36)
Converted		10		—		(10)		—		—
Store locations as of September 30, 2019		138		15		49		7		209

Reclassifications of Prior Period Amounts

Certain prior-period amounts have been reclassified to conform to the current period presentation. Specifically, as discussed in Note 18 — Segment Information, the Company has made changes to its operating segments and transferred certain assets relating to the Good Sam Club and co-branded credit card from its Good Sam Services and Plans segment to its RV and Outdoor Retail segment. Additionally, as a result of these changes, the Company has updated its disaggregated revenue categories to the following:

●

Good Sam services and plans – includes extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs, vehicle financing and refinancing, travel protection, consumer shows, directories, consumer magazines, and the Coast to Coast Club;

●

New vehicles – represents the sale of new RVs;

●

Used vehicles – represents the sale of used RVs;

●

Products, service and other – includes repair and maintenance, installation of parts and accessories, collision repair, sales of RV equipment and accessories, sales of outdoor lifestyle products and apparel, and other;

●

Finance and insurance, net – includes vehicle financing and protection plans typically sold in conjunction with the sale of new and used vehicles; and

●

Good Sam Club – includes the Good Sam Club and co-branded credit card.

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Revisions for Correction of Immaterial Errors

In connection with the preparation of the financial statements for the year ended December 31, 2018, the Company identified errors in its Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2018 that related primarily to i) the cancellation reserve for certain of its finance and insurance offerings within the former Dealership segment in other current liabilities and other long-term liabilities, ii) the calculation of the Tax Receivable Agreement liability that arose from transactions in 2017, iii) the classification in the condensed consolidated statement of cash flows of non-cash capital expenditures included in accounts payable and non-cash leasehold improvements paid by lessor in other, net, and iv) the adoption of Accounting Standards Codification (“ASC”) No. 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018. The Company corrected the errors in the accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2018. The Company believes the correction of the errors is immaterial to the previously issued Condensed Consolidated Financial Statements.

The Company revised stockholders’ equity as of January 1, 2018 to correct these errors as of the beginning of the earliest year presented in these Condensed Consolidated Financial Statements, resulting in a decrease of $19.1 million from the previously reported amount of $90.8 million to the correct amount of $71.8 million. The condensed consolidated statement of stockholders’ equity has been revised to reflect the correction of the distributions to holders of LLC common units and non-controlling interest adjustments of $10.2 million and $8.7 million for the three months ended June 30, 2018 and September 30, 2018, respectively, related to the errors described above.

The following table presents the effect of the error corrections on the condensed consolidated statement of operations for the period indicated:


	Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018
($ in thousands except per share amounts)	As Reported		Adjustment		As Corrected		As Reported		Adjustment		As Corrected
Revenue - Finance and insurance, net		109,459		(3,241)		106,218		325,368		(9,845)		315,523
Total revenue		1,312,727		(3,241)		1,309,486		3,819,469		(9,845)		3,809,624
Costs applicable to revenue - Good Sam services and plans⁽¹⁾		18,586		(57)		18,529		56,650		—		56,650
Costs applicable to revenue - Good Sam Club⁽¹⁾		2,913		57		2,970		8,406		—		8,406
Income from operations		83,903		(3,241)		80,662		253,882		(9,844)		244,038
Other income (expense)		—		2		2		—		—		—
Income before income taxes		59,294		(3,239)		56,055		177,706		(9,844)		167,862
Income tax expense		(11,385)		1,485		(9,900)		(30,706)		(321)		(31,027)
Net income		47,909		(1,754)		46,155		147,000		(10,165)		136,835
Net income attributable to non-controlling interests		(33,893)		1,861		(32,032)		(101,772)		5,663		(96,109)
Net income attributable to Camping World Holdings, Inc.		14,016		107		14,123		45,228		(4,502)		40,726
Earnings per share of Class A common stock:
Basic	$	0.38	$	—	$	0.38	$	1.22	$	(0.12)	$	1.10
Diluted	$	0.38	$	—	$	0.38	$	1.20	$	(0.10)	$	1.10

(1)	Amounts were combined and previously reported as costs applicable to revenue - consumer services and plans prior to reclassifications made for changes in segment reporting as disclosed in Note 18 – Segments Information.

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The following table presents the effect of the error corrections on the condensed consolidated statement of cash flows for the period indicated:


	Nine Months Ended September 30, 2018
($ in thousands except per share amounts)	As Reported		Adjustment		As Corrected
Net income	$	147,000	$	(10,165)	$	136,835
Deferred income taxes		7,300		321		7,621
Receivables and contracts in transit		(56,321)		203		(56,118)
Inventories		(37,364)		(5,266)		(42,630)
Prepaid expenses and other assets		230		5,266		5,496
Accounts payable and other accrued expenses		122,483		1,959		124,442
Deferred revenue and gains		17,288		2,040		19,328
Other		4,383		8,657		13,040
Net cash provided by operating activities		251,058		3,015		254,073
Purchases of property and equipment		(105,408)		(3,014)		(108,422)
Net cash used in investing activities		(286,784)		(3,014)		(289,798)

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long lived assets, long-lived asset impairments, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”). The FASB had subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2016-02, which were effective upon the adoption of ASU 2016-02. The amendments in this ASU related to the accounting for leasing transactions. ASC 842 requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases (with the exception of short-term leases) at the lease commencement date and recognize expenses on the income statement in a similar manner to the previous guidance in Accounting Standards Codification (“ASC”) 840, Leases ("ASC 840"). The lease liability is measured as the present value of the unpaid lease payments and the right-of-use asset is derived from the calculation of the lease liability adjusted for initial direct costs, prepaid lease payments, and lease incentives. Lease payments include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties where the lease term reflects the election of a termination option, fees paid by the lessee to the owners of a special-purpose entity for restructuring the transaction, and probable amounts the lessee will owe under a residual value guarantee. Lease payments do not include variable lease payments other than those that depend on an index or rate, any guarantee by the lessee of the lessor’s debt, or any amount allocated to non-lease components. The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the lease, or if not available, the incremental borrowing rate.

The most significant impact of ASC 842 on the Company’s accounting was the balance sheet impact of its real estate operating leases, which significantly increased assets and liabilities. In addition, ASC 842 eliminated the previous build-to-suit lease accounting guidance and resulted in derecognition of build-to-suit assets and liabilities that remained on the balance sheet after the end of the construction period, including

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any related deferred taxes. Also, ASC 842 made changes to sale-leaseback accounting to result in the recognition of the gain on the transaction at the time of the sale instead of recognizing over the leaseback period, when the transaction is deemed to be a sale instead of a financing arrangement. ASC 842 further changes the assessment of sale accounting from a transfer of risk and rewards assessment to a transfer of control assessment.

The Company elected the package of practical expedients available under the transition provisions of ASC 842, including (i) not reassessing whether expired or existing contracts contain leases, (ii) lease classification, and (iii) not revaluing initial direct costs for existing leases. Also, the Company elected the practical expedient which allows aggregation of non-lease components with the related lease components when evaluating accounting treatment for equipment and billboard leases. Lastly, the Company applied the modified retrospective adoption method, utilizing the simplified transition option available in ASC 842, which allows entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. The Company adopted ASC 842 on January 1, 2019.

The impact of applying ASC 842 effective as of January 1, 2019, to the Company’s condensed consolidated statements of operations and cash flows was not significant. The major impacts to the balance sheet were 1) the addition of $809.7 million in operating lease assets, 2) the addition of $867.5 million of operating lease liabilities, 3) the removal of approximately $4.9 million, $10.6 million, $7.6 million, and $54.5 million of property and equipment, net; deferred revenues and gains; accrued liabilities; and other liabilities, respectively, and 4) a cumulative-effect adjustment for the adoption of ASC 842 of $3.7 million and $6.3 million was recorded to retained earnings and non-controlling interests, respectively. The adoption of ASC 842 did not impact any of its existing debt covenants.

In June 2018, the FASB issued ASU No. 2018-07, Compensation–Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). This standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted the amendments of this ASU on January 1, 2019 and the adoption did not materially impact its consolidated financial statements, results of operations, or statements of cash flows.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). This standard requires the use of a forward-looking expected loss impairment model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This standard also requires impairments and recoveries for available-for-sale debt securities to be recorded through an allowance account and revises certain disclosure requirements. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will adopt ASU 2016-13 on January 1, 2020. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). This standard aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service arrangement (i.e., hosting arrangement) with the guidance on capitalizing costs in ASC 350-40, Internal-Use Software. The ASU permits either a prospective or retrospective transition approach. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will adopt ASU 2018-15 on January 1, 2020. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

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2. Revenue

Contract Assets

As of September 30, 2019 and December 31, 2018, a contract asset of $6.7 million and $6.3 million, respectively, relating to RV service revenues was included in accounts receivable in the accompanying unaudited condensed consolidated balance sheet.

Deferred Revenues

As of September 30, 2019, the Company has unsatisfied performance obligations relating to multi-year plans for its Good Sam Club, roadside assistance, Coast to Coast memberships, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at September 30, 2019 for the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):


	As of
	September 30, 2019
2019	$	39,703
2020		61,080
2021		23,528
2022		12,013
2023		6,331
Thereafter		11,066
Total	$	153,721

3. Inventories and Floor Plan Payable

Inventories consisted of the following (in thousands):


	September 30,		December 31,
	2019		2018
Good Sam services and plans	$	—	$	459
New RVs		874,168		1,017,910
Used RVs		163,348		124,527
Products, parts, accessories and miscellaneous		342,698		416,074
	$	1,380,214	$	1,558,970

New and used RV inventory, included in the RV and Outdoor Retail segment, are primarily financed by floor plan arrangements through a syndication of banks. The arrangements are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, which operates the RV dealerships, and bear interest at one-month London Interbank Offered Rate (“LIBOR”) plus 2.15% as of September 30, 2019 and as of December 31, 2018. LIBOR was 2.10% at September 30, 2019 and 2.35% as of December 31, 2018. Borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle.

As of September 30, 2019 and December 31, 2018, FR maintained floor plan financing through the Seventh Amended and Restated Credit Agreement (“Floor Plan Facility”). On October 8, 2019, FR entered into a Second Amendment to the Seventh Amended and Restated Credit Agreement (the “Amendment”). The Amendment reduces the total commitment under the Floor Plan Facility to $1.38 billion and extends the maturity date of the Floor Plan Facility from December 12, 2020 to March 15, 2023, among other immaterial changes. The applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR. The Floor Plan Facility at September 30, 2019 allowed FR to borrow (a) up to $1.415 billion under a floor plan facility, (b) up to $15.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $60.0 million under the revolving line of credit, which maximum amount outstanding will decrease by $3.0 million on the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2020.

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The Floor Plan Facility includes a flooring line aggregate interest reduction (“Flair”) offset account that allows the Company to transfer cash as an offset to the payable under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the Flair offset account into the Company’s operating cash accounts. As a result of using the Flair offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of income.

The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at September 30, 2019 and December 31, 2018.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of September 30, 2019 and December 31, 2018 (in thousands):


	September 30,		December 31,
	2019		2018
Floor Plan Facility
Notes payable - floor plan:
Total commitment	$	1,415,000	$	1,415,000
Less: borrowings, net		(693,889)		(885,980)
Less: flooring line aggregate interest reduction account		(156,751)		(97,757)
Additional borrowing capacity		564,360		431,263
Less: accounts payable for sold inventory		(55,804)		(33,928)
Less: purchase commitments		(33,962)		(22,530)
Unencumbered borrowing capacity	$	474,594	$	374,805

Revolving line of credit:	$	60,000	$	60,000
Less borrowings		(46,340)		(38,739)
Additional borrowing capacity	$	13,660	$	21,261

Letters of credit:
Total commitment	$	15,000	$	15,000
Less: outstanding letters of credit		(10,280)		(10,380)
Additional letters of credit capacity	$	4,720	$	4,620

4. Restructuring and Long-lived Asset Impairment

Restructuring

On September 3, 2019, the Board of Directors of CWH approved a plan to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs (the “2019 Strategic Shift”). As of September 3, 2019, the Company operated 37 locations that do not sell and/or service RVs but sell an assortment of outdoor lifestyle products (the “Outdoor Lifestyle Locations”), and had an additional five Outdoor Lifestyle Locations that were previously closed or had not opened as of that date. In addition, the Company operated seven specialty retail locations operated by TheHouse.com, an indirect wholly-owned subsidiary of the Company.

Of the Outdoor Lifestyle Locations operating at September 3, 2019, the Company closed three locations during September 2019 and currently expects to either sell, divest, repurpose, relocate or close 28 of the remaining Outdoor Lifestyle Locations, at which sales and/or service of RVs cannot be performed, and two of the seven specialty retail locations operated by TheHouse.com. The Company was able to, or is in the process of, acquiring and/or obtaining the developmental consents, approvals and permits necessary for the sale and/or service of RVs at six of the Outdoor Lifestyle Locations. As part of the 2019 Strategic Shift, the Company has evaluated the impact on the Company’s supporting infrastructure and operations, which included rationalizing inventory levels and composition, closing one of its distribution centers, and realigning other resources. The Company expects the majority of the store closures and/or divestitures related to the

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2019 Strategic Shift to be completed by January 31, 2020.The Company will have a reduction of headcount and labor costs for those locations that are sold, divested or closed and the Company expects to incur material charges associated with the activities contemplated under the 2019 Strategic Shift. In connection with the 2019 Strategic Shift, the Company expects to incur costs relating to one-time employee termination benefits of $1.0 million, contract termination costs of between $10.0 million and $15.0 million, incremental inventory reserve charges of $27.3 million, and other associated costs of between $4.0 million and $6.0 million.

The following table details the costs incurred associated with the 2019 Strategic Shift (in thousands):


	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Restructuring costs:
One-time termination benefits⁽¹⁾	$	182	$	182
Incremental inventory reserve charges⁽²⁾		27,306		27,306
Other associated costs⁽³⁾		236		236
Total restructuring costs	$	27,724	$	27,724

(1)	These costs were included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

(2)	These costs were included in costs applicable to revenue – products, services and other in the condensed consolidated statements of operations.

(3)	For the three and nine months ended September 30, 2019, costs of approximately $170,000 were included in costs applicable to revenue – products, services and other, and $66,000 were included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands):


	One-time		Contract		Other
	Termination		Termination		Associated
	Benefits		Costs		Costs		Total
Balance at June 30, 2019	$	—	$	—	$	—	$	—
Charged to expense		182		—		236		418
Balance at September 30, 2019	$	182	$	—	$	236	$	418

The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying unaudited condensed consolidated financial statements.

Long-lived Asset Impairment

During the three months ended September 30, 2019, the Company had indicators of impairment of the long-lived assets for certain of its locations, primarily those locations discussed above related to the 2019 Strategic Shift. For locations that failed the recoverability test based on an analysis of undiscounted cash flows, the Company estimated the fair value of the locations based on a discounted cash flow analysis. After performing the long-lived asset impairment test for these locations, the Company determined that 38 locations within the RV and Outdoor Retail segment had long-lived assets that were impaired. Of these 38 locations with long-lived assets that were impaired, two locations were unrelated to the 2019 Strategic Shift, 26 locations were Outdoor Lifestyle Locations that were operating at September 30, 2019, seven locations were Outdoor Lifestyle Locations that were closed as of September 30, 2019, and three locations were specialty retail locations operated by TheHouse.com. The long-lived asset impairment charge, subject to limitations described below, was calculated as the amount that the carrying value of the locations exceeded the estimated fair value. The calculated long-lived asset impairment charge was allocated to each of the

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categories of long-lived assets at each location pro rata based on the long-lived assets’ carrying values, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. For most of these locations, the operating lease right-of-use assets and furniture and equipment were written down to their individual fair values and the remaining impairment charge was allocated to the remaining long-lived assets up to the fair value estimated on these assets based on liquidation value estimates.

During the three months ended September 30, 2019, the Company recorded long-lived asset impairment charges relating to leasehold improvements, furniture and equipment, and operating lease right-of-use assets of $16.9 million, $23.7 million, and $9.4 million, respectively. Of the $50.0 million long-lived asset impairment charge during the three months ended September 30, 2019, $48.3 million related to the 2019 Strategic Shift discussed above.

5. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by segment for the nine months ended September 30, 2019 (in thousands):


	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance as of December 31, 2018	$	50,320	$	308,797	$	359,117
Acquisitions ⁽¹⁾		—		28,198		28,198
Transfers of assets between reporting units		(26,491)		26,491		—
Divestitures ⁽²⁾		—		(400)		(400)
Balance as of September 30, 2019	$	23,829	$	363,086	$	386,915

(1)	See Note 11 — Acquisitions.

(2)	Goodwill was allocated to 13 specialty retail locations within the RV and Outdoor Retail segment based on relative fair value. These 13 specialty retail locations were divested during the three months ended September 30, 2019.

The Company evaluates goodwill for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to calculate the fair value of the reporting unit and compare the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value.

During the three months ended September 30, 2019, the Company performed an interim goodwill impairment test of its RV and Outdoor Retail reporting unit. The fair value of the RV and Outdoor Retail reporting unit was substantially above its respective carrying amount, therefore, no goodwill impairment was recorded.

As of January 1, 2019, the Company transferred certain assets related to the Good Sam Club and co-branded credit card from GSS Enterprises, LLC (“GSS”) within the Good Sam Services and Plans segment to CWI, Inc. (“CWI”) within the RV and Outdoor Retail segment. This resulted in a transfer of $26.5 million of goodwill from the Good Sam Services and Plans segment to the RV and Outdoor Retail segment based on relative fair value as of January 1, 2019 of the portion of the reporting unit transferred.

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Intangible Assets

Finite–lived intangible assets and related accumulated amortization consisted of the following at September 30, 2019 and December 31, 2018 (in thousands):


	September 30, 2019
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership and customer lists	$	9,140	$	(7,773)	$	1,367
RV and Outdoor Retail:
Customer lists and domain names		3,415		(2,316)		1,099
Trademarks and trade names		28,955		(4,381)		24,574
Websites		5,990		(1,644)		4,346
	$	47,500	$	(16,114)	$	31,386

	December 31, 2018
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership and customer lists	$	9,140	$	(7,174)	$	1,966
RV and Outdoor Retail:
Customer lists and domain names		3,415		(1,559)		1,856
Trademarks and trade names		29,304		(2,853)		26,451
Websites		6,074		(1,063)		5,011
	$	47,933	$	(12,649)	$	35,284

6. Long-Term Debt

Outstanding long-term debt consisted of the following (in thousands):


	September 30,		December 31,
	2019		2018
Term Loan Facility ⁽¹⁾	$	1,150,170	$	1,156,345
Real Estate Facility ⁽²⁾		20,044		9,520
Subtotal		1,170,214		1,165,865
Less: current portion		(14,143)		(12,977)
Total	$	1,156,071	$	1,152,888

(1)	Net of $4.6 million and $5.4 million of original issue discount at September 30, 2019 and December 31, 2018, respectively, and $11.3 million and $13.4 million of finance costs at September 30, 2019 and December 31, 2018, respectively.

(2)	Net of $0.2 million and $0.2 million of finance costs at September 30, 2019 and December 31, 2018, respectively.

Senior Secured Credit Facilities

As of September 30, 2019 and December 31, 2018, CWGS Group, LLC (the “Borrower”), a wholly owned subsidiary of CWGS, LLC, was party to a credit agreement (as amended from time to time, the “Credit Agreement”) for a senior secured credit facility (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a term loan facility (the “Term Loan Facility”) and a $35.0 million revolving credit facility (the “Revolving Credit Facility”). The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $15.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures on November 8, 2021, and the Term Loan Facility matures on November 8, 2023. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $3.0 million. Additionally, the Company is required to prepay the term loan borrowings in an

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aggregate amount equal to 50% of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio.

As of September 30, 2019, the average interest rate on the Term Loan Facility was 4.85%. As of September 30, 2019, the Company had $9.4 million available for borrowing and letters of credit in the aggregate amount of $3.7 million outstanding under the Revolving Credit Facility, as a result of the 30% threshold described below. As of September 30, 2019, a principal balance of $1.2 billion was outstanding under the Term Loan Facility and no amounts were outstanding on the Revolving Credit Facility other than the letters of credit in the aggregate amount of $3.7 million.

The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR and its subsidiaries. The Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the prepayment of dividends subject to certain limitations and minimum operating covenants. Additionally, management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses which could impact debt classification. Management has determined that no events have occurred at September 30, 2019, including the internal control material weaknesses, that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding) is greater than 30% of the aggregate amount of the Revolving Lenders’ Revolving Commitments (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding), as defined in the Credit Agreement. As of September 30, 2019, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 30% threshold. At September 30, 2019, the Company would not have met this covenant if the Company had exceeded the 30% threshold. As such, the Company’s borrowing capacity under the Revolving Credit Facility at September 30, 2019 was limited to $9.4 million of additional borrowings. The Company was in compliance with all applicable debt covenants at September 30, 2019 and December 31, 2018.

Real Estate Facility

As of September 30, 2019 and December 31, 2018, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), were party to a loan and security agreement for a real estate credit facility with an aggregate maximum principal amount of $21.5 million (“Real Estate Facility”). Borrowings under the Real Estate Facility are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facility may be used to finance the acquisition of real estate assets. The Real Estate Facility is secured by first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facility (“Real Estate Facility Properties”). The Real Estate Facility matures on October 31, 2023.

As of September 30, 2019, the average interest rate on the Real Estate Facility was 5.25% with a commitment fee of 0.50% of the aggregate unused principal amount of the Real Estate Facility. As of September 30, 2019, the Company had no available capacity under the Real Estate Facility. As of September 30, 2019, a principal balance of $20.3 million was outstanding under the Real Estate Facility.

The Real Estate Facility is subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all debt covenants at September 30, 2019 and December 31, 2018.

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7. Leases

The Company leases property and equipment throughout the United States primarily under operating leases. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for equipment and billboard leases.

Many of the Company’s lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments are incurred.

Most of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement.

The Company leases most of the properties for its RV and outdoor retail locations through 274 operating leases. The Company also leases billboards and certain of its equipment primarily through operating leases. The related right-of-use (“ROU”) assets for these operating leases are included in operating lease assets. The Company has one finance lease for equipment, which is not material.

As of September 30, 2019, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 13.2 years and 7.6%, respectively.

The following presents certain information related to the costs for operating leases during 2019:


	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Operating lease cost	$	30,469	$	91,287
Short-term lease cost		851		2,437
Variable lease cost		550		1,652
Sublease income		(480)		(996)
Net lease costs	$	31,390	$	94,380

The following presents supplemental cash flow information related to leases during 2019:


	Nine Months Ended
	September 30, 2019
Cash paid for amounts included in the measurement of lease liability:
Operating cash flows for operating leases	$	90,835

ROU assets obtained in exchange for lease liabilities:
Operating leases	$	86,349

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The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities on the balance sheet as of September 30, 2019:


	Operating
	Leases
2019	$	31,119
2020		123,467
2021		122,212
2022		117,288
2023		113,744
Thereafter		958,629
Total lease payments		1,466,459
Less: Imputed interest		(557,300)
Total lease obligations		909,159
Less: Current portion		(58,211)
Noncurrent lease obligations	$	850,948

Disclosures related to periods prior to the adoption of ASC 842

The Company leases operating facilities throughout the United States. Prior to January 1, 2019, the Company analyzed all leases in accordance with ASC 840. The Company has included the right to use assets in property and equipment, net, as follows (in thousands):


	December 31,
	2018
Right to use assets	$	5,400
Accumulated depreciation		(540)
	$	4,860

The following is a schedule by year of the future changes in the right to use liabilities as of December 31, 2018 (in thousands):


2019	$	486
2020		486
2021		486
2022		486
2023		486
Thereafter		7,889
Total minimum lease payments		10,319
Amounts representing interest		(5,172)
Present value of net minimum right to use liability payments	$	5,147

Future minimum annual fixed rentals under operating leases having an original term of more than one year as of December 31, 2018, were as follows (in thousands):


	Third Party		Related Party		Total
2019	$	116,131	$	2,248	$	118,379
2020		111,008		2,248		113,256
2021		106,740		2,248		108,988
2022		102,496		2,145		104,641
2023		99,594		1,930		101,524
Thereafter		811,228		18,951		830,179
Total	$	1,347,197	$	29,770	$	1,376,967

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For the three and nine months ended September 30, 2018, $28.5 million and $83.6 million of rent expense was charged to costs and expenses, respectively.

8. Fair Value Measurements

Accounting guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2019 and 2018 of assets and liabilities that are not measured at fair value on a recurring basis.

The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility Revolving Line of Credit and the Real Estate Facility are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.


	Fair Value	September 30, 2019				December 31, 2018
($ in thousands)	Measurement	Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan Facility	Level 2	$	1,150,170	$	994,100	$	1,156,345	$	1,116,338
Floor Plan Facility Revolving Line of Credit	Level 2		46,340		43,026		38,739		40,139
Real Estate Facility	Level 2		20,044		21,822		9,520		10,850

9. Commitments and Contingencies

Litigation

On October 19, 2018, a purported stockholder of the Company filed a putative class action lawsuit, captioned Ronge v. Camping World Holdings, Inc. et al., in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Ronge Complaint”). On October 25, 2018, a different purported stockholder of the Company filed a putative class action lawsuit, captioned Strougo v. Camping World Holdings, Inc. et al., in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Strougo Complaint”).

The Ronge and Strougo Complaints were consolidated and lead plaintiffs appointed by the court. On February 27, 2019, lead plaintiffs filed a consolidated complaint against the Company, certain of its officers, directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C., and the underwriters of the May and October 2017 secondary offerings of the Company’s Class A common stock (the “Consolidated Complaint”). The Consolidated Complaint alleges violations of Sections 11 and 12(a)(2) of the Securities Act of 1933, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended, and rule 10b-5 thereunder, based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading related to the business, operations, and management of the Company. Additionally, it alleges that certain of the Company’s officers and directors, Crestview Partners II GP, L.P., and Crestview Advisors, L.L.C. violated Section 15 of the Securities Act of 1933 and Section 20(a) of the Securities Exchange Act of 1934, as amended, by allegedly acting as controlling persons of the Company. The lawsuit brings claims on behalf of a putative class of purchasers of the Company’s Class A common stock between March 8, 2017 and August 7, 2018, and seeks compensatory damages, rescission, attorneys’

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fees and costs, and any equitable or injunctive relief the court deems just and proper. On May 17, 2019, the Company, along with the other defendants, moved to dismiss the Consolidated Complaint.

While the Company believes it has meritorious defenses to the claims of the plaintiffs and members of the putative class, the Company has been engaged in a mediation session with the plaintiffs in the Consolidated Complaint in an effort to avoid the uncertainty and expense of litigation. Any losses that the Company believes are probable are expected to be covered directly by the Company’s applicable insurance policies. The Company is not currently able to estimate a range of reasonably possible loss in excess of any amount that would be paid directly by the Company’s insurance carriers. Moreover, no assurance can be made that this matter either individually or together with the potential for similar suits, will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company's financial condition and results of operations.

On December 12, 2018, a putative class action complaint styled International Union of Operating Engineers Benefit Funds of Eastern Pennsylvania and Delaware v. Camping World Holdings Inc., et al. was filed in the Supreme Court of the State of New York, New York County, on behalf of all purchasers of Camping World Class A common stock issued pursuant and/or traceable to a secondary offering of such securities in October 2017 (“IUOE Complaint”). The IUOE Complaint names as defendants the Company, and certain of its officers and directors, among others, and alleges violations of Sections 11, 12(a), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading and seeks compensatory damages, including prejudgment and post-judgement interest, attorneys’ fees and costs, and any equitable or injunctive relief the court deems just and proper, including rescission. On February 28, 2019, the Company, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendants’ motion to dismiss before the Supreme Court of the State of New York, Commercial Division, on September 6, 2019. The Company believes it has meritorious defenses to the claims of the plaintiffs and members of the putative class, and any liability for the alleged claims is not currently probable or reasonably estimable.

On February 22, 2019, a putative class action complaint styled Daniel Geis v. Camping World Holdings, Inc., et al. was filed in the Circuit Court of Cook County, Illinois, Chancery Division, on behalf of all purchasers of Camping World Class A common stock in and/or traceable to the Company’s initial public offering on October 6, 2016 (“Geis Complaint”). The Geis Complaint names as defendants the Company, certain of its officers and directors, and the underwriters of the offering, and alleges violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading. The Geis Complaint seeks compensatory damages, prejudgment and post-judgment interest, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On April 19, 2019, the Company, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendants’ motion to dismiss before the Circuit Court of Cook County, Illinois, Chancery Division on August 20, 2019. On August 26, 2019, the Court stayed the Geis Complaint pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois. The Company believes it has meritorious defenses to the claims of the plaintiff and members of the putative class, and any liability for the alleged claims is not currently probable or reasonably estimable.

On March 5, 2019, a shareholder derivative suit styled Hunnewell v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading (the “Hunnewell Complaint”). The Hunnewell Complaint names the Company as nominal defendant, and names certain of the Company’s officers and directors, among others, as defendants and seeks restitutionary and/or compensatory damages, disgorgement of all management fees, advisory fees, expenses and other fees paid by Camping World during the period in question, disgorgement of profits pursuant to the alleged insider trading, attorneys’ fees and costs, and any other and further relief the court deems just and proper.

On April 17, 2019, a shareholder derivative suit styled Lincolnshire Police Pension Fund v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial

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reporting and to properly oversee certain acquisitions and for alleged insider trading and unjust enrichment for compensation received during that time (the “LPPF Complaint”). The LPPF Complaint names the Company as nominal defendant, and names certain of the Company’s officers and directors, among others, as defendants and seeks compensatory damages, extraordinary equitable and/or injunctive relief, restitution and disgorgement, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On May 30, 2019, the Court granted the parties’ joint motion to consolidate the Hunnewell and LPPF Complaints (as well as any future filed actions relating to the subject matter) and stay the newly consolidated action pending the resolution of defendants’ motion to dismiss the Consolidated Complaint pending in the United States District Court for the Northern District of Illinois. The Company believes it has meritorious defenses to the claims of the plaintiffs, and any liability for the alleged claims is not currently probable or reasonably estimable.

On August 6, 2019, two shareholder derivative suits, styled Janssen v. Camping World Holdings, Inc., et al., and Sandler v. Camping World Holdings, Inc. et al., were filed in the U.S. District Court of Delaware. Both actions name the Company as a nominal defendant, and name certain of the Company’s officers and directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. as defendants, and allege: (i) violations of Section 14(a) of the Securities Exchange Act for issuing proxy statements that allegedly omitted material information and allegedly included materially false and misleading financial statements; (ii) violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, seeking contribution for causing the Company to issue allegedly false and misleading statements and/or allegedly omit material information in public statements and/or Company filings concerning the Company’s financial performance, the effectiveness of internal controls to ensure accurate financial reporting, and the success and profitability of the integration and rollout of Gander Outdoors stores; (iii) breaches of fiduciary duty, unjust enrichment, abuse of control, and gross mismanagement for allegedly causing or allowing the Company to disseminate to Camping World shareholders materially misleading and inaccurate information through the Company’s SEC filings; and (iv) breach of fiduciary duties for alleged insider selling and misappropriation of information (together, the “Janssen and Sandler Complaints”). The Janssen and Sandler Complaints seek restitutionary and/or compensatory damages, injunctive relief, disgorgement of all profits, benefits, and other compensation obtained by the certain of the Company’s officers and directors, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On September 25, 2019, the Court granted the parties’ joint motion to consolidate the action and stay the action pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois. The Company is only a nominal defendant in the Janssen and Sandler Complaints, and any liability for the alleged claims is not currently probable or reasonably estimable.

The Company is also engaged in various other legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment-related matters, breach of contracts, products liabilities, consumer protection and intellectual property matters resulting from the Company’s business activities. The Company does not believe that the ultimate resolution of such matters will have a material adverse effect on its business, financial condition or results of operations. However, litigation is subject to many uncertainties, and the outcome of certain of such individual litigated matters may not be reasonably predictable and any related damages may not be estimable. Certain of these litigation matters could result in an adverse outcome to the Company, and any such adverse outcome could have a material adverse effect on the Company’s business, financial condition and results of operations.

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10. Statement of Cash Flows

Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows:


	Nine Months Ended
	September 30,		September 30,
	2019		2018
Cash paid during the period for:
Interest	$	81,647	$	70,326
Income taxes		6,046		17,408
Non-cash investing activities:
Leasehold improvements paid by lessor		20,121		28,431
Vehicles transferred to property and equipment from inventory		575		780
Derecognition of non-tenant improvements		—		7,018
Capital expenditures in accounts payable and accrued liabilities		4,530		6,051
Non-cash financing activities:
Par value of Class A common stock issued in exchange for common units in CWGS, LLC		—		3
Par value of Class A common stock issued for vested restricted stock units		2		1

11. Acquisitions

During the nine months ended September 30, 2019 and 2018, subsidiaries of the Company acquired the assets or stock of multiple RV dealerships that constituted businesses under accounting rules. The Company used a combination of cash and floor plan financing to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new RV and Outdoor Retail locations to expand its business and grow its customer base. Additionally, the Company believes that its experience and scale allow it to operate these acquired dealerships more efficiently. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

For the nine months ended September 30, 2019 and 2018, the Company purchased real property of $27.8 million and $100.1 million, respectively, of which $2.9 million and $23.6 million, respectively, was from parties related to the sellers of the businesses.

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The estimated fair values of the assets acquired and liabilities assumed for the acquisitions consist of the following:


	Nine Months Ended September 30,				Estimated
($ in thousands)	2019		2018		Life
Tangible assets (liabilities) acquired (assumed):
Cash and cash equivalents	$	—	$	2,648
Contracts in transit		—		103
Accounts receivable, net		—		103
Inventory, net		19,871		40,856
Prepaid expenses and other assets		95		155
Property and equipment, net		360		818
Other assets		—		48
Accounts payable		(2)		(64)
Accounts payable and accrued liabilities		(113)		(1,440)
Other liabilities		—		(168)
Total tangible net assets acquired		20,211		43,059
Intangible assets acquired:
Trademarks and trade names		—		318		15 years
Membership and customer lists		—		766	4-7 years
Total intangible assets acquired		—		1,084
Goodwill		28,198		40,725
Purchase price		48,409		84,868
Cash and cash equivalents acquired		—		(2,648)
Cash paid for acquisitions, net of cash acquired		48,409		82,220
Inventory purchases financed via floor plan		(13,854)		(29,365)
Cash payment net of floor plan financing	$	34,555	$	52,855

The fair values above are preliminary relating to the nine months ended September 30, 2019 as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets. The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the nine months ended September 30, 2019 and 2018, $28.2 million and $24.3 million, respectively, of the acquired goodwill is expected to be deductible for tax purposes. Included in the nine months ended September 30, 2019 and 2018 consolidated financial results were $34.2 million and $65.5 million of revenue, respectively, and $1.3 million and $3.9 million of pre-tax loss, respectively, of the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

12. Income Taxes

CWH is organized as a Subchapter C corporation and, as of September 30, 2019, is a 42.0% owner of CWGS, LLC (see Note 14 — Stockholders’ Equity and Note 15 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company and treated as a partnership for federal tax purposes. On January 1, 2019, the Company transferred certain assets relating to its Good Sam Club and co-branded credit card from its indirect wholly-owned subsidiary, GSS, an LLC, to its indirect wholly-owned subsidiary, CWI, a corporation. As a result of this transfer, the Company recorded $14.4 million of estimated deferred income tax expense during the nine months ended September 30, 2019 due to the revaluation of certain deferred tax assets and related changes in valuation allowance. Additionally, unrelated to the transfer described above, the Company recorded $1.1 million of deferred income tax expense during the three months ended March 31, 2019 resulting from an estimated decrease in its state income tax rates.

For the three and nine months ended September 30, 2019, the Company’s effective income tax rate was negative as a result of incurring income tax expense on a loss before income taxes for both periods. For

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the three months ended September 30, 2019, income tax expense decreased to $6.4 million from $9.9 million for the three months ended September 30, 2018 primarily as a result of lower income incurred at CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share. For the nine months ended September 30, 2019, income tax expense of $37.5 million increased from $31.0 million for the nine months ended September 30, 2018 primarily due to the $14.4 million of estimated deferred income tax expense related to the transfers of assets described above, operating losses recorded by CWI for which no tax benefit can be recognized, partially offset by lower income incurred at CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share. For the three and nine months ended September 30, 2018, the Company’s effective income tax rate was 17.7% and 18.5%, respectively. The Company's effective income tax rate for the three and nine months ended September 30, 2018 was lower than the federal statutory rate of 21.0% primarily due to a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies which are not subject to corporate level taxes.

The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. At September 30, 2019 and December 31, 2018, the Company determined that all of its deferred tax assets, except those pertaining to CWI and the direct investment in CWGS, LLC, are more likely than not to be realized. The Company maintains a full valuation allowance against the deferred tax assets of CWI, since it was determined that it is more likely than not, based on available objective evidence, that CWI would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets. The Company also maintains a valuation allowance against the portion of the deferred tax asset pertaining to its direct investment in CWGS, LLC.

On October 6, 2016, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any future redemptions or exchanges of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption or exchange (including a deemed exchange) of common units for cash or stock occur. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption or exchange of common units in CWGS, LLC). The Company expects to benefit from the remaining 15% of the tax benefits, if any, which may be realized. During the three months ended September 30, 2019 and 2018, zero and 42,200 common units in CWGS, LLC, respectively, were exchanged for Class A common stock subject to the provisions of the Tax Receivable Agreement. During the nine months ended September 30, 2019 and 2018, 5,725 and 215,486 common units in CWGS, LLC, respectively, were exchanged for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the exchange, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of September 30, 2019 and December 31, 2018, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $116.3 million and $134.2 million, respectively, of which $6.8 million and $9.4 million, respectively, was included in the current portion of the Tax Receivable Agreement liability in the Condensed Consolidated Balance Sheets.

As a result of transferring certain assets relating to its Good Sam Club and co-branded credit card from GSS to CWI, as described above, the Company re-evaluated the impact on its Tax Receivable Agreement liability related to the reduction of future expected tax amortization. The reduction in future expected tax

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amortization reduced the Tax Receivable Agreement liability by $7.2 million during the nine months ended September 30, 2019. Unrelated to the transfer described above, the Tax Receivable Agreement liability was reduced by an additional $1.1 million during the nine months ended September 30, 2019 for changes in estimated state income tax rates applicable to CWH. As a result of these adjustments to the Tax Receivable Agreement liability, the Company recorded approximately $8.5 million of other income in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2019.

13. Related Party Transactions

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various retail locations from managers and officers. During the three months ended September 30, 2019 and 2018, the related party lease expense for these locations was $0.5 million and $0.5 million, respectively. During the nine months ended September 30, 2019 and 2018, the related party lease expense for these locations was $1.5 million and $1.5 million, respectively.

In January 2012, FreedomRoads entered into a lease (the “Original Lease”) with respect to the Company’s Lincolnshire, Illinois offices, which was amended in March 2013 in connection with the Company’s leasing of additional premises within the same office building (the “Expansion Lease”). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, which commenced in April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, which commenced in May 2013, subject to annual increases. Marcus A. Lemonis, the Company’s Chairman and Chief Executive Officer, has personally guaranteed both leases. During the three months ended September 30, 2019 and 2018, the Company made payments of approximately $0.2 million and $0.2 million, respectively, in connection with the Original Lease, which included approximately $0.1 million and $0.1 million, respectively, for common area maintenance charges on the Original Lease, and the Company made payments of approximately $9,000 and $9,000, respectively, in connection with the Expansion Lease. During the nine months ended September 30, 2019 and 2018, the Company made payments of approximately $0.5 million and $0.5 million, respectively, in connection with the Original Lease, which included approximately $0.2 million and $0.2 million, respectively, for common area maintenance charges on the Original Lease, and the Company made payments of approximately $26,000 and $26,000, respectively, in connection with the Expansion Lease.

The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, $0.1 million and $0.2 million during the nine months ended September 30, 2019 and 2018, respectively, for legal services.

Other Transactions

The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s retail locations from Precise Graphix, LLC (“Precise Graphix”). Mr. Lemonis has a 33% economic interest in Precise Graphix and the Company paid Precise Graphix $0.4 million and $0.8 million for the three months ended September 30, 2019 and 2018, respectively, and $1.3 million and $4.4 million for the nine months ended September 30, 2019 and 2018, respectively. The Company purchased point of purchase and visual merchandise displays from JD Custom Design (“JD Custom”) for use in Camping World’s retail store operations. Mr. Lemonis is a holder of 52% of the combined voting power in JD Custom and the Company paid JD Custom $0 and $0.1 million for the three months ended September 30, 2019 and 2018, respectively, and $0 and $0.4 million for the nine months ended September 30, 2019 and 2018, respectively.

The Company does business with certain companies in which Stephen Adams, a member of the Company’s board of directors, has a direct or indirect material interest. The Company from time to time purchases advertising services from Adams Radio of Fort Wayne LLC (“Adams Radio”), in which Mr. Adams has an indirect 90% interest. The Company paid Adams Radio $0 million for the three months ended September 30, 2019 and 2018, and $0.2 million and $0.2 million for the nine months ended September 30, 2019 and 2018, respectively.

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14. Stockholders’ Equity

CWH has authorized preferred stock and three classes of common stock. The Class A common stock entitles the holders to receive dividends; distributions upon the liquidation, dissolution, or winding up of the Company; and have voting rights. The Class B common stock and Class C common stock entitles the holders to voting rights, which in certain cases are disproportionate to the voting rights of the Class A common stock; however, the holders of Class B common stock and Class C common stock are not entitled to receive dividends or distributions upon the liquidation, dissolution, or winding up of the Company.

CWH is the sole managing member of CWGS, LLC and, although CWH has a minority economic interest in CWGS, LLC, CWH has the sole voting power in, and controls the management of, CWGS, LLC. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements.

In accordance with the amended and restated limited liability company agreement of CWGS, LLC (the “LLC Agreement”), the holders of the common units in CWGS, LLC may elect to exchange or redeem the common units for newly-issued shares of the Company’s Class A common stock or cash at the Company’s election, subject to certain restrictions. If the redeeming or exchanging party also holds Class B common stock, then simultaneously with the payment of cash or newly-issued shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units, a number of shares of the Company’s Class B common stock will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged. As required by the LLC Agreement, the Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Short-Swing Profit Disgorgement

In May 2018, the Company received an aggregate of $557,000 from short-swing profit disgorgement remitted by ML Acquisition Company, LLC, of which Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, is the sole director, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders’ equity and as a financing activity in the consolidated statement of cash flows.

15. Non-Controlling Interests

As described in Note 14 — Stockholders’ Equity, CWH is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

As of September 30, 2019 and December 31, 2018, there were 89,046,288 and 88,867,373 common units of CWGS, LLC outstanding, respectively, of which CWH owned 37,377,004 and 37,192,364 common units of CWGS, LLC, respectively, representing 42.0% and 41.9% ownership interests in CWGS, LLC, respectively, and the Continuing Equity Owners owned 51,669,284 and 51,675,009 common units of CWGS, LLC, respectively, representing 58.0% and 58.1% ownership interests in CWGS, LLC, respectively.

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The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
($ in thousands)	2019		2018		2019		2018
Net income (loss) attributable to Camping World Holdings, Inc.	$	(30,692)	$	14,123	$	(32,070)	$	40,726
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options		—		(4)		—		(86)
Increase in additional paid-in capital as a result of the vesting of restricted stock units		300		44		443		73
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs		(547)		(62)		(820)		(62)
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC		—		223		12		2,071
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests	$	(30,939)	$	14,324	$	(32,435)	$	42,722

16. Equity-based Compensation Plans

The following table summarizes the equity-based compensation that has been included in the following line items within the consolidated statements of operations during:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
($ in thousands)	2019		2018		2019		2018
Equity-based compensation expense:
Costs applicable to revenue	$	231	$	223	$	646	$	570
Selling, general, and administrative		2,703		3,965		8,867		9,965
Total equity-based compensation expense	$	2,934	$	4,188	$	9,513	$	10,535

The following table summarizes stock option activity for the nine months ended September 30, 2019:




	Stock Options
	(in thousands)
Outstanding at December 31, 2018		885
Forfeited		(127)
Outstanding at September 30, 2019		758
Options exercisable at September 30, 2019		353

The following table summarizes restricted stock unit activity for the nine months ended September 30, 2019:


	Restricted
	Stock Units
	(in thousands)
Outstanding at December 31, 2018		1,426
Granted		140
Vested		(249)
Forfeited		(92)
Outstanding at September 30, 2019		1,225

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The weighted-average grant date fair value of restricted stock units granted during the nine months ended September 30, 2019 was $13.63.

On June 27, 2019, Thomas F. Wolfe, President of Good Sam Enterprises, LLC, a subsidiary of the Company, notified the Company of his plan to retire from his role, effective August 1, 2019 (“Wolfe Transition Date”). On July 2, 2019, the Company entered into a consulting agreement (the “Wolfe Consulting Agreement”) with Mr. Wolfe for him to provide consulting services for up to three years from the Wolfe Transition Date for which he is entitled to a monthly consulting fee of $10,000. On July 2, 2019, the Company also entered into a letter agreement with Mr. Wolfe pursuant to which Mr. Wolfe’s outstanding equity awards would remain in place and continue to vest in accordance with their terms as long as the Wolfe Consulting Agreement remains in effect, subject to the applicable award agreements. The restricted stock unit awards that would have been cancelled upon termination were considered modified as of July 2, 2019. Any previously recognized equity-based compensation expense on the unvested modified awards was reversed and the modification date fair value of those restricted stock units will be recognized over the vesting period, which is commensurate with the consulting services provided under the Wolfe Consulting Agreement.

17. 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 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:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands except per share amounts)	2019		2018		2019		2018
Numerator:
Net (loss) income	$	(65,263)	$	46,155	$	(39,447)	$	136,835
Less: net loss (income) attributable to non-controlling interests		34,571		(32,032)		7,377		(96,109)
Net income (loss) attributable to Camping World Holdings, Inc. — basic		(30,692)		14,123		(32,070)		40,726
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		—		8		—		56
Net income (loss) attributable to Camping World Holdings, Inc. — diluted	$	(30,692)	$	14,131	$	(32,070)	$	40,782
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		37,361		37,018		37,266		36,933
Dilutive options to purchase Class A common stock		—		—		—		104
Dilutive restricted stock units		—		37		—		103
Weighted-average shares of Class A common stock outstanding — diluted		37,361		37,055		37,266		37,140

Earnings (loss) per share of Class A common stock — basic	$	(0.82)	$	0.38	$	(0.86)	$	1.10
Earnings (loss) per share of Class A common stock — diluted	$	(0.82)	$	0.38	$	(0.86)	$	1.10

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		767		903		809		611
Restricted stock units		1,266		1,639		1,373		851
Common units of CWGS, LLC that are convertible into Class A common stock		51,669		51,708		51,671		51,751

Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.

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18. Segments Information

Following the resignation of Roger Nuttall from his position as President of Camping World on December 21, 2018, the Company took steps during the quarter ended March 31, 2019 to realign the reporting structure of the Company including management and internal reporting. As a result of these changes, the Company determined that its reportable segments had changed. The Company’s reportable segments have been identified based on various commonalities amongst the Company’s individual product lines, which is consistent with the Company’s operating structure and associated management structure and management evaluates the performance of and allocates resources to these segments based on segment revenues and segment profit. The segment reporting for prior comparative periods have been recast to conform to the current period presentation.

As previously discussed, the Company previously had three reportable segments: (i) Consumer Services and Plans; (ii) Dealership and, (iii) Retail. Following the realignment, the Company now has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. In conjunction with the first quarter 2019 realignment of its reporting structure, the Company combined its prior Dealership and Retail segments into the RV and Outdoor Retail segment and reclassified the Good Sam Club and co-branded credit card operations to the RV and Outdoor Retail segment from the Consumer Services and Plans segment to reflect the alignment and synergies of these businesses with the RV and Outdoor Retail locations. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing; shows and events; and publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; the sale of RV products and services, including the sale of parts, accessories, supplies and services for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities; commissions on the finance and insurance contracts related to the sale of RVs; and Good Sam Club memberships and co-branded credit cards.

The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is a group comprised of the Chief Executive Officer and the President.

Reportable segment revenue, intersegment eliminations, segment income, floor plan interest expense, depreciation and amortization, other interest expense, total assets, and capital expenditures are as follows:


	Three Months Ended September 30, 2019								Three Months Ended September 30, 2018
	Good Sam		RV and						Good Sam		RV and
	Services		Outdoor		Intersegment				Services and		Outdoor		Intersegment
($ in thousands)	and Plans⁽¹⁾		Retail⁽¹⁾		Eliminations		Total		Plans⁽¹⁾⁽²⁾		Retail⁽¹⁾⁽²⁾		Eliminations		Total
Revenue:
Good Sam services and plans	$	42,461	$	—	$	(226)	$	42,235	$	41,493	$	—	$	(182)	$	41,311
New vehicles		—		682,131		(1,415)		680,716		—		698,710		(1,393)		697,317
Used vehicles		—		247,707		(556)		247,151		—		198,328		(571)		197,757
Products, service and other		—		296,906		(6,135)		290,771		—		264,057		(7,907)		256,150
Finance and insurance, net		—		117,158		(2,692)		114,466		—		109,236		(3,018)		106,218
Good Sam Club		—		12,633		—		12,633		—		10,733		—		10,733
Total consolidated revenue	$	42,461	$	1,356,535	$	(11,024)	$	1,387,972	$	41,493	$	1,281,064	$	(13,071)	$	1,309,486

	Nine Months Ended September 30, 2019								Nine Months Ended September 30, 2018
	Good Sam		RV and						Consumer		RV and
	Services		Outdoor		Intersegment				Services and		Outdoor		Intersegment
($ in thousands)	and Plans⁽¹⁾		Retail⁽¹⁾		Eliminations		Total		Plans⁽¹⁾⁽²⁾		Retail⁽¹⁾⁽²⁾		Eliminations		Total
Revenue:
Good Sam services and plans	$	135,750	$	—	$	(1,855)	$	133,895	$	130,383	$	—	$	(1,909)	$	128,474
New vehicles		—		1,993,576		(4,413)		1,989,163		—		2,088,650		(4,304)		2,084,346
Used vehicles		—		674,843		(1,935)		672,908		—		582,155		(1,661)		580,494
Products, service and other		—		778,575		(18,502)		760,073		—		691,459		(20,798)		670,661
Finance and insurance, net		—		342,936		(8,354)		334,582		—		324,443		(8,920)		315,523
Good Sam Club		—		36,467		—		36,467		—		30,126		—		30,126
Total consolidated revenue	$	135,750	$	3,826,397	$	(35,059)	$	3,927,088	$	130,383	$	3,716,833	$	(37,592)	$	3,809,624

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(1)	Segment revenue includes intersegment revenue.

(2)	The Company has adjusted certain prior period amounts for the immaterial correction of errors. See Note 1 – Summary of Significant Accounting Policies – Revisions for Correction of Immaterial Errors.


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
($ in thousands)	2019		2018		2019		2018
Segment income (loss):⁽¹⁾
Good Sam Services and Plans⁽²⁾	$	18,247	$	18,701	$	61,869	$	61,139
RV and Outdoor Retail⁽²⁾		(42,800)		68,932		32,512		193,296
Total segment income (loss)		(24,553)		87,633		94,381		254,435
Corporate & other		(2,655)		(1,607)		(9,742)		(4,570)
Depreciation and amortization		(14,104)		(13,179)		(41,644)		(34,207)
Other interest expense, net		(17,568)		(16,794)		(53,422)		(45,740)
Tax Receivable Agreement liability adjustment		—		—		8,477		—
Loss and expense on debt restructure		—		—		—		(2,056)
Other expense, net		—		2		—		—
(Loss) income before income taxes	$	(58,880)	$	56,055	$	(1,950)	$	167,862

(1)

Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense.

(2)

The Company has adjusted certain prior period amounts for the immaterial correction of errors. See Note 1 – Summary of Significant Accounting Policies – Revisions for Correction of Immaterial Errors.


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
($ in thousands)	2019		2018		2019		2018
Depreciation and amortization:
Good Sam Services and Plans	$	810	$	952	$	2,498		2,457
RV and Outdoor Retail		13,294		12,032		39,146		31,555
Subtotal		14,104		12,984		41,644		34,012
Corporate & other		—		195		—		195
Total depreciation and amortization	$	14,104	$	13,179	$	41,644	$	34,207


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
($ in thousands)	2019		2018		2019		2018
Other interest expense, net:
Good Sam Services and Plans	$	—	$	1	$	(1)	$	(1)
RV and Outdoor Retail		2,450		1,361		6,863		4,184
Subtotal		2,450		1,362		6,862		4,183
Corporate & other		15,118		15,432		46,560		41,557
Total interest expense	$	17,568	$	16,794	$	53,422	$	45,740


	September 30,		December 31,
($ in thousands)	2019		2018
Assets:
Good Sam Services and Plans	$	99,803	$	174,623
RV and Outdoor Retail		3,166,381		2,438,908
Subtotal		3,266,184		2,613,531
Corporate & other		174,843		193,156
Total assets	$	3,441,027	$	2,806,687

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included in Part I, Item 1 of this Form 10-Q, as well as our Annual Report and reflects the effects of the immaterial correction of errors discussed in Note 1 – Summary of Significant Accounting Policies – Revisions for Correction of Immaterial Errors in of this Form 10-Q. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under “Risk Factors” included in Part I, Item 1A of our Annual Report, the “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q and in other parts of this Form 10-Q. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.

For purposes of this Form 10-Q, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is September 30, 2019, our most recently completed fiscal quarter. Additionally, references herein to the approximately 10 million U.S. households that own a recreational vehicle ("RV") are based on data from the RV Industry Association.

Overview

We are a leading outdoor and camping retailer, offering an extensive assortment of new and used recreational vehicles for sale, RV parts and accessories, RV maintenance and repair services, other outdoor recreation products, and, under the Good Sam brand, the industry’s broadest and deepest range of services, protection plans, products and resources.

To best serve the estimated 10 million U.S. households that own an RV and our base of 5.2 million Active Customers, we offer a comprehensive portfolio of services, protection plans, products and resources for RV and outdoor enthusiasts through our national network of retail locations and our direct marketing business. In connection with our previously announced plan to strategically shift our business away from locations where we do not have the ability or where it is not feasible to sell and/or service RVs (the “2019 Strategic Shift”), we have reduced our number of retail locations to 209 as of September 30, 2019 from 227 as of September 30, 2018. The table below summarizes our store location activity for the twelve months ended September 30, 2019, which includes the divestiture of 13 specialty retail locations during the three months ended September 30, 2019:


	Co-habited		Stand-alone		Stand-alone		Stand-alone
	RV and Outdoor		RV Retail		Outdoor		Specialty
	Retail locations		locations		Retail locations		Retail locations		Total
Store locations as of September 30, 2018		120		15		70		22		227
Opened		11		5		—		2		18
Closed / divested		(3)		(5)		(11)		(17)		(36)
Converted		10		—		(10)		—		—
Store locations as of September 30, 2019		138		15		49		7		209

After several years of strong growth, the overall RV industry experienced decelerating demand for new vehicles in 2018, and the first nine months of 2019. With the decelerating demand trends, RV dealers have been lowering their new RV inventory levels, and wholesale shipments of new RV vehicles declined 4.1% in 2018 and 18.2% for the first nine months of 2019 on a comparable period basis, according to the RV Industry Association’s survey of manufacturers. In an effort to sell through existing RV units and lower new RV inventory levels, we believe many dealers have lowered the pricing of new RV units to levels at or below cost in some instances. The result has been increased competition across the industry from lower RV pricing.

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In an effort to remain competitive and maintain our market share, we have pursued pricing, marketing and other programs that have adversely impacted our gross margin, selling, general and administrative expenses and operating margin. We expect these trends to continue through at least the end of the calendar year ending December 31, 2019.

Segments

As discussed in Note 18 – Segments Information to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, our reportable segments changed during the three months ended March 31, 2019. The segment reporting for prior periods has been reclassified to conform to the current period presentation.

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions The Company previously had three reportable segments: (i) Consumer Services and Plans; (ii) Dealership, and (iii) Retail. Following the realignment, the Company now has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. In conjunction with the first quarter 2019 realignment of our reporting structure, the Company combined our prior Dealership and Retail segments into the RV and Outdoor Retail segment and reclassified the Good Sam Club and co-branded credit card operations to the RV and Outdoor Retail segment from the Consumer Services and Plans segment to reflect the alignment and synergies of these businesses with the RV and Outdoor Retail locations. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing; shows and events; and publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; sale of RV products and services, including the sale of parts, accessories, supplies and service for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities; commissions on the finance and insurance contracts related to the sale of RVs; and Good Sam Club memberships and co-branded credit cards. See Note 18 — Segment Information to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Restructuring

As discussed in Note 4 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, we are executing against our plan for the 2019 Strategic Shift. The 2019 Strategic Shift will move our business away from retail locations where we do not have the ability or where it is not feasible to sell and/or service RVs. As of September 3, 2019, the date that our board of directors approved the plan for the 2019 Strategic Shift, we operated 37 Outdoor Lifestyle Locations that do not sell and/or service RVs but sell an assortment of outdoor lifestyle products, and an additional five Outdoor Lifestyle Locations that were previously closed or had not opened as of that date. In addition, we operated seven specialty retail locations operated by TheHouse.com, an indirect wholly-owned subsidiary of ours.

Of the Outdoor Lifestyle Locations operating at September 3, 2019, we closed three locations during September 2019 and currently expect to either sell, divest, repurpose, relocate or close 28 of the remaining Outdoor Lifestyle Locations, at which sales and/or service of RVs cannot be performed, and two of the seven specialty retail locations operated by TheHouse.com. We were able to, or are in the process of, acquiring and/or obtaining the developmental consents, approvals and permits necessary for the sale and/or service of RVs at six of the Outdoor Lifestyle Locations. As part of the 2019 Strategic Shift, we have evaluated the impact on our supporting infrastructure and operations, which included rationalizing inventory levels and composition, closing one of our distribution centers, and realigning other resources. We expect the majority of the store closures and/or divestitures related to the 2019 Strategic Shift to be completed by January 31, 2020. We will have a reduction of headcount and labor costs for those locations that are sold, divested or closed and we expect to incur material charges associated with the activities contemplated under the 2019 Strategic Shift. In connection with the 2019 Strategic Shift, we also expect to pursue fewer acquisitions during the remainder of 2019 and 2020 than in historical periods. For more information on these material charges,

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please see Note 4 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Balance Sheet

As discussed in Note 1 – Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements and Note 7 – Leases to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, we have adopted Accounting Standards Update (“ASU”) No. 2016-02 Leases (Topic 842) (“ASU 2016-02” or “ASC 842”) as of January 1, 2019. As of September 30, 2019, we had $823.5 million, $58.2 million, and $850.9 million of operating lease assets, current portion of operating lease liabilities, and noncurrent portion of operating lease liabilities, respectively, as a result of the adoption of ASC 842.

Results of Operations

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

The following table sets forth information comparing the components of net income for the three months ended September 30, 2019 and 2018:


	Three Months Ended
	September 30, 2019			September 30, 2018
			Percent of			Percent of	Favorable/ (Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Good Sam Services and Plans	$	42,235	3.0%	$	41,311	3.2%	$	924	2.2%
RV and Outdoor Retail:
New vehicles		680,716	49.0%		697,317	53.3%		(16,601)	(2.4%)
Used vehicles		247,151	17.8%		197,757	15.1%		49,394	25.0%
Products, service and other		290,771	20.9%		256,150	19.6%		34,621	13.5%
Finance and insurance, net		114,466	8.2%		106,218	8.1%		8,248	7.8%
Good Sam Club		12,633	0.9%		10,733	0.8%		1,900	17.7%
Subtotal		1,345,737	97.0%		1,268,175	96.8%		77,562	6.1%
Total revenue		1,387,972	100.0%		1,309,486	100.0%		78,486	6.0%

Gross profit (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		22,834	1.6%		22,782	1.7%		52	0.2%
RV and Outdoor Retail:
New vehicles		81,998	5.9%		88,073	6.7%		(6,075)	(6.9%)
Used vehicles		52,204	3.8%		45,195	3.5%		7,009	15.5%
Products, service and other		57,597	4.1%		102,983	7.9%		(45,386)	(44.1%)
Finance and insurance, net		114,466	8.2%		106,218	8.1%		8,248	7.8%
Good Sam Club		9,374	0.7%		7,763	0.6%		1,611	20.8%
Subtotal		315,639	22.7%		350,232	26.7%		(34,593)	(9.9%)
Total gross profit		338,473	24.4%		373,014	28.5%		(34,541)	(9.3%)
Operating expenses:
Selling, general and administrative expenses		299,564	21.6%		278,330	21.3%		(21,234)	(7.6%)
Depreciation and amortization		14,104	1.0%		13,179	1.0%		(925)	(7.0%)
Long-lived asset impairment		50,025	3.6%		—	—		(50,025)	(100.0%)
Loss on disposal of assets		7,087	0.5%		843	0.1%		(6,244)	(740.7%)
Income from operations		(32,307)	(2.3%)		80,662	6.2%		(112,969)	(140.1%)
Other income (expense):
Floor plan interest expense		(9,005)	(0.6%)		(7,815)	(0.6%)		(1,190)	(15.2%)
Other interest expense, net		(17,568)	(1.3%)		(16,794)	(1.3%)		(774)	(4.6%)
Other expense, net		—	—		2	0.0%		(2)	100.0%
Total other income (expense)		(26,573)	(1.9%)		(24,607)	(1.9%)		(1,966)	(8.0%)
(Loss) Income before income taxes		(58,880)	(4.2%)		56,055	4.3%		(114,935)	(205.0%)
Income tax expense		(6,383)	(0.5%)		(9,900)	(0.8%)		3,517	35.5%
Net (loss) income		(65,263)	(4.7%)		46,155	3.5%		(111,418)	(241.4%)
Less: net loss (income) attributable to non-controlling interests		34,571	2.5%		(32,032)	(2.4%)		66,603	(207.9%)
Net (loss) income attributable to Camping World Holdings, Inc.	$	(30,692)	(2.2%)	$	14,123	1.1%	$	(44,815)	(317.3%)

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Total Revenue

Total revenue increased 6.0%, or $78.5 million, to $1.4 billion in the three months ended September 30, 2019 from $1.3 billion in the three months ended September 30, 2018. The increase was driven by a 25.0% increase in used vehicles revenue to $247.2 million, a 13.5% increase in products, service and other revenue to $290.8 million, a 7.8% increase in finance and insurance revenue to $114.5 million, a 17.7% increase in Good Sam Club revenue to $12.6 million, and a 2.2% increase in Good Sam Services and Plans revenue to $42.2 million, partially offset by a 2.4% decrease in new vehicles revenue to $680.7 million. Aggregate same store revenue in the RV and Outdoor Retail segment decreased 5.0% to $1.0 billion for the three months ended September 30, 2019 as compared to the three months ended September 30, 2018. Aggregate same store revenue measures the performance of RV and Outdoor Retail locations during the current reporting period against the performance of the same locations in the corresponding period of the previous year. Same store revenue 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.

Good Sam Services and Plans

Good Sam Services and Plans revenue increased 2.2%, or $0.9 million, to $42.2 million in the three months ended September 30, 2019, from $41.3 million in the three months ended September 30, 2018. The increase was primarily attributable to a $0.9 million increase in our roadside assistance programs primarily resulting from price increases, and a $0.5 million increase in our vehicle insurance products, partially offset by a $0.5 million decrease in our extended vehicle warranty programs.

Good Sam Services and Plans gross profit increased 0.2%, or $0.1 million, to $22.8 million in the three months ended September 30, 2019, from $22.8 million in the three months ended September 30, 2018 and gross margin decreased to 54.1% from 55.1% in the same respective periods. The increase in gross profit was primarily attributable to a $1.6 million increase from price increases and lower program costs in our roadside assistance programs, and an $0.8 million increase from our vehicle insurance programs, partially offset by a $1.2 million decrease in our extended vehicle warranty programs, $0.9 million of additional marketing support expenses, and a $0.2 million reduction from other services and plans.

New Vehicles


	Three Months Ended
	September 30, 2019			September 30, 2018			Favorable/
($ in thousands,			Percent of			Percent of	(Unfavorable)
except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%
Revenue	$	680,716	100.0%	$	697,317	100.0%	$	(16,601)	(2.4%)
Gross profit	$	81,998	12.0%	$	88,073	12.6%	$	(6,075)	(6.9%)
Vehicles sold		18,592			19,512			(920)	(4.7%)
Average selling price per vehicle sold	$	36,613		$	35,738		$	876	2.4%
Average gross profit per vehicle sold	$	4,410		$	4,514		$	(103)	(2.3%)

Same store data:
Revenue	$	577,763		$	654,351		$	(76,587)	(11.7%)
Vehicles sold		15,553			18,242			(2,689)	(14.7%)
Average selling price per vehicle sold	$	37,148		$	35,871		$	1,277	3.6%

New vehicle revenue decreased 2.4%, or $16.6 million, to $680.7 million in the three months ended September 30, 2019 from $697.3 million in the three months ended September 30, 2018. The decrease was primarily due to a 4.7% reduction in vehicles sold and a shift towards towable units, partially offset by a 2.4% increase in average selling price. On a same store basis, new vehicle revenue decreased 11.7% to $577.8 million in the three months ended September 30, 2019 from $654.4 million in the three months ended September 30, 2018. The decrease was primarily driven by a 14.7% decrease in same store vehicles sold to 15,553 vehicles, partially offset by a 3.6% increase in average selling price per vehicle sold to $37,148.

New vehicle gross profit decreased 6.9%, or $6.1 million, to $82.0 million in the three months ended September 30, 2019 from $88.1 million in the three months ended September 30, 2018. The decrease was primarily due to a 4.7% decrease in vehicles sold and a 2.3% decrease in average gross profit per vehicle sold. Gross margin decreased to 12.0% in the three months ended September 30, 2019 from 12.6% in the

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three months ended September 30, 2018. The decrease was primarily due to lower demand for higher-priced new motorized vehicles and our inventory reduction/optimization efforts, in part to support a product mix shift toward towable vehicles.

Used Vehicles


	Three Months Ended
	September 30, 2019			September 30, 2018			Favorable/
($ in thousands,			Percent of			Percent of	(Unfavorable)
except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%
Revenue	$	247,151	100.0%	$	197,757	100.0%	$	49,394	25.0%
Gross profit	$	52,204	21.1%	$	45,195	22.9%	$	7,009	15.5%
Vehicles sold		10,061			8,776			1,285	14.6%
Average selling price per vehicle sold	$	24,565		$	22,534		$	2,031	9.0%
Average gross profit per vehicle sold	$	5,189		$	5,150		$	39	0.8%

Same store data:
Revenue	$	220,031		$	185,161		$	34,870	18.8%
Vehicles sold		8,732			8,165			567	6.9%
Average selling price per vehicle sold	$	25,198		$	22,677		$	2,521	11.1%

Used vehicle revenue increased 25.0%, or $49.4 million, to $247.2 million in the three months ended September 30, 2019 from $197.8 million in the three months ended September 30, 2018. The increase was primarily due to a 14.6% increase in vehicles sold and a 9.0% increase in average selling price per vehicle sold resulting from a change in the mix towards motorized units. On a same store basis, used vehicle revenue increased 18.8% to $220.0 million in the three months ended September 30, 2019 from $185.2 million in the three months ended September 30, 2018. The increase was primarily driven by an 11.1% increase in average price per vehicle and a 6.9% increase in same store vehicles sold in the three months ended September 30, 2019.

Used vehicle gross profit increased 15.5%, or $7.0 million, to $52.2 million in the three months ended September 30, 2019 from $45.2 million in the three months ended September 30, 2018. The increase was primarily from a 14.6% increase in vehicles sold and a 0.8% increase in average gross profit per vehicle sold resulting from a change in the unit mix towards motorized units. Used vehicle gross margin decreased to 21.1% in the three months ended September 30, 2019 from 22.9% in the three months ended September 30, 2018. This decrease was driven largely by reduced gross margins from motorized vehicles as the average vehicle cost increased faster than average sales prices.

Products, service and other


	Three Months Ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	290,771	100.0%	$	256,150	100.0%	$	34,621	13.5%

Gross profit		57,597	19.8%		102,983	40.2%		(45,386)	(44.1%)

Same store revenue		140,902			151,980			(11,078)	(7.3%)

Products, service and other revenue increased 13.5%, or $34.6 million, to $290.8 million in the three months ended September 30, 2019 from $256.2 million in the three months ended September 30, 2018. The increase was primarily attributable to higher product revenue driven by increased merchandise promotions and markdowns to drive customer traffic to reduce inventory as a part of our 2019 Strategic Shift away from non-RV centric retail locations, and new stores opened over the last twenty-one months. On a same store basis, products, service and other revenue decreased 7.3% to $140.9 million for the three months ended September 30, 2019 from $152.0 million in the three months ended September 30, 2018 primarily due to a decrease in warranty-related service and an increase in installation promotions. In the fourth quarter of 2019 and in subsequent periods, we expect Products, service and other revenue will be negatively impacted by the

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2019 Strategic Shift as we expect to close stores that generate significant Products, service and other revenue and eliminate certain product categories.

Products, service and other gross profit decreased 44.1%, or $45.4 million, to $57.6 million in the three months ended September 30, 2019 from $103.0 million in the three months ended September 30, 2018. The decrease was primarily due to promotions and merchandise markdowns to drive customer traffic to reduce inventory as part of the 2019 Strategic Shift, which we expect to continue through the fourth quarter of 2019, as well as incremental inventory reserve charges of $27.3 million related to the 2019 Strategic Shift. Products, service and other gross margin decreased to 19.8% in the three months ended September 30, 2019 from 40.2% in the three months ended September 30, 2018 primarily due to significant discounts to reduce inventory and incremental inventory reserve charges relating the 2019 Strategic Shift, as discussed above.

Finance and Insurance, net


	Three Months Ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	114,466	100.0%	$	106,218	100.0%	$	8,248	7.8%

Gross profit		114,466	100.0%		106,218	100.0%		8,248	7.8%

Same store revenue		98,251			99,786			(1,535)	(1.5%)

Finance and insurance, net revenue and gross profit each increased 7.8%, or $8.2 million, to $114.5 million in the three months ended September 30, 2019 from $106.2 million in the three months ended September 30, 2018. The increase was primarily due to an increase in our finance and insurance sales penetration rate to 12.3% of total new and used vehicle revenue in the three months ended September 30, 2019 from 11.9% in the three months ended September 30, 2018. On a same store basis, finance and insurance, net revenue and gross profit decreased 1.5%, or $1.5 million, to $98.3 million versus the three months ended September 30, 2018, primarily due to the ongoing shift toward used vehicles.

Good Sam Club


	Three months ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	12,633	100.0%	$	10,733	100.0%	$	1,900	17.7%

Gross profit		9,374	74.2%		7,763	72.3%		1,611	20.8%

Memberships		2,172,162			2,016,224			155,938	7.7%

Good Sam Club revenue increased 17.7%, or $1.9 million, to $12.6 million in the three months ended September 30, 2019 from $10.7 million in the three months ended September 30, 2018. The increase primarily resulted from a 7.7% increase in club memberships and an increase in average revenue per club member. The reduction in store count from the 2019 Strategic Shift may result in a reduction in future new membership sales.

Good Sam Club gross profit increased 20.8%, or $1.6 million, to $9.4 million in the three months ended September 30, 2019 from $7.8 million in the three months ended September 30, 2018. The increase was primarily due to the increase in club memberships and an increase in average revenue per club member. Good Sam Club gross margin increased to 74.2% in the three months ended September 30, 2019 from 72.3% in the three months ended September 30, 2018 primarily due to price increases partially offset by increased marketing expenses.

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Selling, general and administrative expenses

Selling, general and administrative expenses increased 7.6%, or $21.2 million, to $299.6 million in the three months ended September 30, 2019 from $278.3 million in the three months ended September 30, 2018. The $21.2 million increase was primarily due to the following increases: $8.0 million of wage-related expenses, $3.7 million of variable selling expense related to increased revenue and inventory reduction programs, $4.3 million of real property expenses related to new stores, $1.8 million of additional occupancy expenses related to new locations, $2.8 million of additional professional service expenses, and $0.6 million of other store and corporate overhead expenses. Selling, general and administrative expenses as a percentage of total gross profit increased to 88.5% in the three months ended September 30, 2019, from 74.6% in the three months ended September 30, 2018 primarily due to increased cost of sales in addition to increased marketing and other programs related to the 2019 Strategic Shift.

Depreciation and amortization

Depreciation and amortization increased 7.0%, or $0.9 million, to $14.1 million in the three months ended September 30, 2019 from $13.2 million in the three months ended September 30, 2018 due to growth in capital expenditures in 2018.

Long-lived asset impairment

As discussed in Note 4 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, we recognized $50.0 million of long-lived asset impairments during the three months ended September 30, 2019, of which $48.3 million related to the 2019 Strategic Shift discussed above.

Floor plan interest expense

Floor plan interest expense increased 15.2%, or $1.2 million, to $9.0 million in the three months ended September 30, 2019 from $7.8 million in the three months ended September 30, 2018. The increase was primarily due to a 23 basis point increase in the average floor plan borrowing rate, partially offset by a 9.3% decrease in average floor plan borrowings primarily from lower average inventory levels.

Other interest expense, net

Other interest expense increased 4.6%, or $0.8 million, to $17.6 million in the three months ended September 30, 2019 from $16.8 million in the three months ended September 30, 2018. The increase was primarily due to a 19 basis point increase in the average interest rate.

Income tax expense

Income tax expense decreased 35.5%, or $3.5 million to $6.4 million in the three months ended September 30, 2019 from $9.9 million in the three months ended September 30, 2018. The decrease was primarily due to a reduction in CWGS, LLC income for which we are subject to U.S. federal and state taxes on our allocable share, partially offset by the impact of operating losses recorded by our RV and Outdoor Retail segment for which no tax benefit can be recognized.

Net (loss) income

Net income decreased 241.4%, or $111.4 million, to a net loss of $65.3 million for the three months ended September 30, 2019 from a net income of $46.2 million in the three months ended September 30, 2018 primarily due to the items mentioned above.

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Segment results

The following tables sets forth a reconciliation of total segment income to consolidated income before income taxes for each of our segments for the periods presented:


	Three Months Ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Good Sam Services and Plans	$	42,461	3.1%	$	41,493	3.2%	$	968	2.3%
RV and Outdoor Retail		1,356,535	97.7%		1,281,064	97.8%		75,471	5.9%
Elimination of intersegment revenue		(11,024)	(0.8%)		(13,071)	(1.0%)		2,047	15.7%
Total consolidated revenue		1,387,972	100.0%		1,309,486	100.0%		78,486	6.0%
Segment income (loss):⁽¹⁾
Good Sam Services and Plans		18,247	1.3%		18,701	1.4%		(454)	(2.4%)
RV and Outdoor Retail		(42,800)	(3.1%)		68,932	5.3%		(111,732)	(162.1%)
Total segment income (loss)		(24,553)	(1.8%)		87,633	6.7%		(112,186)	(128.0%)
Corporate & other		(2,655)	(0.2%)		(1,607)	(0.1%)		(1,048)	(65.2%)
Depreciation and amortization		(14,104)	(1.0%)		(13,179)	(1.0%)		(925)	(7.0%)
Other interest expense, net		(17,568)	(1.3%)		(16,794)	(1.3%)		(774)	(4.6%)
Other non-operating expense, net		—	—		2	0.0%		(2)	100.0%
(Loss) income before income taxes	$	(58,880)	(4.2%)	$	56,055	4.3%	$	(114,935)	(205.0%)

Same store revenue- RV and Outdoor Retail⁽²⁾	$	1,036,948		$	1,091,278		$	(54,330)	(5.0%)

(1)	Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

(2)	Same store revenue definition not applicable to the Good Sam Services and Plans segment.

Good Sam Services and Plans

Good Sam Services and Plans segment revenue increased 2.3%, or $1.0 million, to $42.5 million in the three months ended September 30, 2019, from $41.5 million in the three months ended September 30, 2018. The increase was primarily attributable to increased revenue of $0.9 million from our roadside assistance programs primarily resulting from price increases, $0.5 million from additional policies in force from our vehicle insurance products, and $0.1 million of various other increases, partially offset by a $0.5 million decrease from the extended vehicle warranty programs.

Good Sam Services and Plans segment income decreased 2.4%, or $0.5 million, to $18.2 million in the three months ended September 30, 2019, from $18.7 million in the three months ended September 30, 2018. The decrease was primarily attributable to increased selling, general and administrative expenses. Good Sam Services and Plans segment income margin decreased 207 basis points to 43.2% in the three months ended September 30, 2019 from 45.3% in the three months ended September 30, 2018.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue increased 5.9%, or $75.5 million, to $1.4 billion in the three months ended September 30, 2019 from $1.3 billion in the three months ended September 30, 2018. The increase was primarily driven by a $49.4 million, or 24.9%, increase in used vehicle revenue, a $32.8 million, or 12.4%, increase in products, service and other revenue, a $7.9 million, or 7.3%, increase in finance and insurance revenue, and a $1.9 million, or 17.7%, increase in Good Sam Club revenue, partially offset by a $16.5 million, or 2.4%, decrease in new vehicle revenue. In the fourth quarter of 2019 and in subsequent periods, we expect RV and Outdoor Retail segment revenue will be negatively impacted by the 2019 Strategic Shift as we expect to close stores that generate significant Products, service and other revenue and eliminate certain product categories.

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RV and Outdoor Retail segment income decreased 162.1%, or $111.7 million, to a segment loss of $42.8 million in the three months ended September 30, 2019 from a segment income of $68.9 million in the three months ended September 30, 2018. The decrease was primarily related to a long-lived asset impairment of $50.0 million in 2019; reduced gross profit of $34.4 million primarily due to significant discounts to reduce inventory at locations that will be closing and product categories that will be eliminated as part of the 2019 Strategic Shift, both of which we expect to continue through the fourth quarter of 2019, as well as incremental inventory reserve charges of $27.3 million related to our 2019 Strategic Shift; $19.8 million of additional selling, general and administrative expenses; $6.3 million of increased loss on asset disposal; and $1.2 million of increased floor plan interest expense. RV and Outdoor Retail segment income margin decreased 862 basis points to -3.2% from 5.4% in the comparable prior year period.

Corporate and other expenses

Corporate and other expenses increased 65.2%, or $1.0 million, to $2.7 million in the three months ended September 30, 2019 from $1.6 million in the three months ended September 30, 2018 primarily from increased professional fees.

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Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

The following table sets forth information comparing the components of net income for the nine months ended September 30, 2019 and 2018:


	Nine Months Ended
	September 30, 2019			September 30, 2018
			Percent of			Percent of	Favorable/ (Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%

Revenue:
Good Sam Services and Plans	$	133,895	3.4%	$	128,474	3.4%	$	5,421	4.2%
RV and Outdoor Retail:
New vehicles		1,989,163	50.7%		2,084,346	54.7%		(95,183)	(4.6%)
Used vehicles		672,908	17.1%		580,494	15.2%		92,414	15.9%
Products, service and other		760,073	19.4%		670,661	17.6%		89,412	13.3%
Finance and insurance, net		334,582	8.5%		315,523	8.3%		19,059	6.0%
Good Sam Club		36,467	0.9%		30,126	0.8%		6,341	21.0%
Subtotal		3,793,193	96.6%		3,681,150	96.6%		112,043	3.0%
Total revenue		3,927,088	100.0%		3,809,624	100.0%		117,464	3.1%

Gross profit (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		75,017	1.9%		71,824	1.9%		3,193	4.4%
RV and Outdoor Retail:
New vehicles		246,002	6.3%		273,524	7.2%		(27,522)	(10.1%)
Used vehicles		142,434	3.6%		131,133	3.4%		11,301	8.6%
Products, service and other		222,188	5.7%		273,626	7.2%		(51,438)	(18.8%)
Finance and insurance, net		334,582	8.5%		315,523	8.3%		19,059	6.0%
Good Sam Club		26,567	0.7%		21,720	0.6%		4,847	22.3%
Subtotal		971,773	24.7%		1,015,526	26.7%		(43,753)	(4.3%)
Total gross profit		1,046,790	26.7%		1,087,350	28.5%		(40,560)	(3.7%)

Operating expenses:
Selling, general and administrative expenses		870,995	22.2%		807,738	21.2%		(63,257)	(7.8%)
Debt restructure expense		—	—		380	0.0%		380	100.0%
Depreciation and amortization		41,644	1.1%		34,207	0.9%		(7,437)	(21.7%)
Long-lived asset impairment		50,025	1.3%		—	—		(50,025)	(100.0%)
Loss on disposal of assets		9,247	0.2%		987	0.0%		(8,260)	(836.9%)
Income from operations		74,879	1.9%		244,038	6.4%		(169,159)	(69.3%)
Other income (expense):
Floor plan interest expense		(31,884)	(0.8%)		(28,760)	(0.8%)		(3,124)	(10.9%)
Other interest expense, net		(53,422)	(1.4%)		(45,740)	(1.2%)		(7,682)	(16.8%)
Loss on debt restructure		—	—		(1,676)	(0.0%)		1,676	100.0%
Tax Receivable Agreement liability adjustment		8,477	0.2%		—	—		8,477	100.0%
Total other income (expense)		(76,829)	(2.0%)		(76,176)	(2.0%)		(653)	(0.9%)
Income before income taxes		(1,950)	(0.0%)		167,862	4.4%		(169,812)	(101.2%)
Income tax expense		(37,497)	(1.0%)		(31,027)	(0.8%)		(6,470)	(20.9%)
Net (loss) income		(39,447)	(1.0%)		136,835	3.6%		(176,282)	(128.8%)
Less: net loss (income) attributable to non-controlling interests		7,377	0.2%		(96,109)	(2.5%)		103,486	107.7%
Net (loss) income attributable to Camping World Holdings, Inc.	$	(32,070)	(0.8%)	$	40,726	1.1%	$	(72,796)	(178.7%)

Total Revenue

Total revenue increased 3.1%, or $117.5 million, to $3.9 billion in the nine months ended September 30, 2019 from $3.8 billion in the nine months ended September 30, 2018. The increase was driven by a 15.9% increase in used vehicles revenue to $672.9 million, a 13.3% increase in products, service and other revenue to $760.1 million, a 6.0% increase in finance and insurance revenue to $334.6 million, a 21.0% increase in Good Sam Club revenue to $36.5 million, and a 4.2% increase in Good Sam Services and Plans revenue to $133.9 million, partially offset by a 4.6% decrease in new vehicles revenue to $2.0 billion. Aggregate same store revenue decreased 7.1% to $3.0 billion for the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018.

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Good Sam Services and Plans

Good Sam Services and Plans revenue increased 4.2%, or $5.4 million, to $133.9 million in the nine months ended September 30, 2019, from $128.5 million in the nine months ended September 30, 2018. The increase was primarily attributable to a $4.0 million increase in our roadside assistance programs primarily resulting from price increases, $1.0 million from additional policies in force for our vehicle insurance products and $0.4 million of various other increases.

Good Sam Services and Plans gross profit increased 4.4%, or $3.2 million, to $75.0 million in the nine months ended September 30, 2019, from $71.8 million in the nine months ended September 30, 2018 and gross margin increased to 56.0% from 55.9% in the same respective periods. The increased gross profit was primarily attributable to $5.6 million from price increases and lower claims costs in our roadside assistance programs, and $2.4 million from increased policies in force from our vehicle insurance programs, partially offset by $2.4 million of increased marketing support expense, $2.1 million of reduced gross profit from the extended vehicle warranty programs and $0.3 million of other decreases.

New Vehicles


	Nine Months Ended
	September 30, 2019			September 30, 2018			Favorable/
($ in thousands,			Percent of			Percent of	(Unfavorable)
except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	1,989,163	100.0%	$	2,084,346	100.0%	$	(95,183)	(4.6%)
Gross profit	$	246,002	12.4%	$	273,524	13.1%	$	(27,522)	(10.1%)
Vehicles sold		56,514			60,250			(3,736)	(6.2%)
Average selling price per vehicle sold	$	35,198		$	34,595		$	603	1.7%
Average gross profit per vehicle sold	$	4,353		$	4,540		$	(187)	(4.1%)

Same store data:
Revenue	$	1,730,715		$	1,978,532		$	(247,817)	(12.5%)
Vehicles sold		48,421			56,997			(8,576)	(15.0%)
Average selling price per vehicle sold	$	35,743		$	34,713		$	1,030	3.0%

New vehicle revenue decreased 4.6%, or $95.2 million, to $2.0 billion in the nine months ended September 30, 2019 from $2.1 billion in the nine months ended September 30, 2018. The decrease was primarily due to a 6.2% reduction in vehicles sold resulting from reduced demand across nearly all product types, and in particular travel trailers. On a same store basis, new vehicle revenue decreased 12.5% to $1.7 billion, driven by a 15.0% decrease in vehicles sold to 48,421 vehicles in the nine months ended September 30, 2018.

New vehicle gross profit decreased 10.1%, or $27.5 million, to $246.0 million in the nine months ended September 30, 2019 from $273.5 million in the nine months ended September 30, 2018 and gross margin decreased to 12.4% from 13.1% in the same respective periods. The decrease in gross profit was primarily due to lower demand for higher priced new motorized vehicles and our inventory reduction/ optimization program.

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Used Vehicles


	Nine Months Ended
	September 30, 2019			September 30, 2018			Favorable/
($ in thousands,			Percent of			Percent of	(Unfavorable)
except per vehicle data)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	672,908	100.0%	$	580,494	100.0%	$	92,414	15.9%
Gross profit	$	142,434	21.2%	$	131,133	22.6%	$	11,301	8.6%
Vehicles sold		29,047			26,222			2,825	10.8%
Average selling price per vehicle sold	$	23,166		$	22,138		$	1,029	4.6%
Average gross profit per vehicle sold	$	4,904		$	5,001		$	(97)	(1.9%)

Same store data:
Revenue	$	611,384		$	550,307		$	61,077	11.1%
Vehicles sold		25,833			24,641			1,192	4.8%
Average selling price per vehicle sold	$	23,667		$	22,333		$	1,334	6.0%

Used vehicle revenue increased 15.9%, or $92.4 million, to $672.9 million in the nine months ended September 30, 2019 from $580.5 million in the nine months ended September 30, 2018. The increase was primarily due to a 10.8% increase in used vehicles sold and a 4.6% increase in average selling price per vehicle sold. On a same store basis, used vehicle revenue increased 11.1% to $611.4 million, driven by a 4.8% increase in vehicles sold to 25,833 compared to 24,641 vehicles sold in the nine months ended September 30, 2018, and a 6.0% increase in the average selling price per vehicle.

Used vehicle gross profit increased 8.6%, or $11.3 million, to $142.4 million in the nine months ended September 30, 2019 from $131.1 million in the nine months ended September 30, 2018. The increase was primarily from a 10.8% increase in vehicles sold, driven by travel trailer units, which was partially offset by a 1.9% reduction in average gross profit per vehicle sold. Used vehicle gross margin decreased to 21.2% in the nine months ended September 30, 2019 from 22.6% in the nine months ended September 30, 2018. The decrease was primarily driven by reduced motorized gross margins as the average cost per vehicle increased faster than average sales prices.

Products, service and other


	Nine Months Ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	760,073	100.0%	$	670,661	100.0%	$	89,412	13.3%

Gross profit		222,188	29.2%		273,626	40.8%		(51,438)	(18.8%)

Same store revenue		391,566			431,532			(39,966)	(9.3%)

Products, service and other revenue increased 13.3%, or $89.4 million, to $760.1 million in the nine months ended September 30, 2019 from $670.7 million in the nine months ended September 30, 2018. The increase was primarily attributable to promotions and merchandise markdowns to drive customer traffic to reduce inventory as a part of our 2019 Strategic Shift away from non-RV centric retail locations and an increase in product revenue related to the new stores opened over the last twenty-one months. On a same store basis, products, service and other revenue decreased 9.3% to $391.6 million for the nine months ended September 30, 2019 from $431.5 million in the nine months ended September 30, 2018 primarily due to a decrease in warranty-related service and installation promotions. In the fourth quarter of 2019 and in subsequent periods, we expect Products, service and other revenue will be negatively impacted by the 2019 Strategic Shift as we expect to close stores that generate significant Products, service and other revenue and eliminate certain product categories.

Products, service and other gross profit decreased 18.8%, or $51.4 million, to $222.2 million in the nine months ended September 30, 2019 from $273.6 million in the nine months ended September 30, 2018. The decrease was primarily due to significant discounts to reduce inventory at locations that will be closing and product categories that will be eliminated as part of the 2019 Strategic Shift, both of which we expect to

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continue through the fourth quarter of 2019, as well as incremental inventory reserve charges of $27.3 million related to the 2019 Strategic Shift. Products, service and other gross margin decreased to 29.2% in the nine months ended September 30, 2019 from 40.8% in the nine months ended September 30, 2018 primarily due to significant discounts to reduce inventory and incremental inventory reserve charges relating the 2019 Strategic Shift, as discussed above.

Finance and Insurance, net


	Nine Months Ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	334,582	100.0%	$	315,523	100.0%	$	19,059	6.0%

Gross profit		334,582	100.0%		315,523	100.0%		19,059	6.0%

Same store revenue		295,140			298,870			(3,730)	(1.2%)

Finance and insurance, net revenue and gross profit each increased 6.0%, or $19.1 million, to $334.6 million in the nine months ended September 30, 2019 from $315.5 million in the nine months ended September 30, 2018. The increase was due to an increase in our finance and insurance gross profit per contract, which overcame the net decrease in total new and used vehicles sold. On a same store basis, finance and insurance net revenue decreased 1.2% to $295.1 million in the nine months ended September 30, 2019 from $298.9 million in the comparable period in 2018. This decrease was due to lower total new and used vehicle sales, which was partially offset by higher gross profit per finance and insurance contract.

Good Sam Club


	Nine Months Ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%

Revenue	$	36,467	100.0%	$	30,126	100.0%	$	6,341	21.0%

Gross profit		26,567	72.9%		21,720	72.1%		4,847	22.3%

Memberships		2,172,162			2,016,224			155,938	7.7%

Good Sam Club revenue increased 21.0%, or $6.3 million, to $36.5 million in the nine months ended September 30, 2019 from $30.1 million in the nine months ended September 30, 2018. The increase primarily resulted from a 7.7% increase in club memberships driven by an increase in retail locations, and an increase in average revenue per club member.

Good Sam Club gross profit increased 22.3%, or $4.8 million, to $26.6 million in the nine months ended September 30, 2019 from $21.7 million in the nine months ended September 30, 2018. The increase was primarily due to the increase in club memberships and increase in the average revenue per club member, partially offset by increased marketing expenses. Good Sam Club gross margin increased to 72.9% in the nine months ended September 30, 2019 from 72.1% in the nine months ended September 30, 2018 primarily due to increased primarily due to increased membership prices.

Selling, general and administrative expenses

Selling, general and administrative expenses increased 7.8%, or $63.3 million, to $871.0 million in the nine months ended September 30, 2019 from $807.7 million in the nine months ended September 30, 2018. The increase was primarily due to increases of $23.6 million of variable selling expense, $15.7 million of real property expenses related to new stores, $7.5 million of services expenses, $6.3 million of wage-related expenses, $5.8 million of occupancy expenses, and $4.4 million of other store and corporate overhead expenses. Selling, general and administrative expenses as a percentage of total gross profit increased to

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83.2% in the nine months ended September 30, 2019, from 74.3% in the nine months ended September 30, 2018 primarily due to increased cost of sales in addition to increased marketing and other programs related to the 2019 Strategic Shift.

Debt restructure expense

Debt restructure expense was $0.4 million in the nine months ended September 30, 2018 and was related to the Third Amendment to the Credit Agreement entered into on March 28, 2018. There was no debt restructure expense during the nine months ended September 30, 2019.

Depreciation and amortization

Depreciation and amortization increased 21.7%, or $7.4 million, to $41.6 million in the nine months ended September 30, 2019 from $34.2 million in the nine months ended September 30, 2018 primarily due to growth in capital expenditures in 2018.

Long-lived asset impairment

As discussed in Note 4 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, we recognized $50.0 million of long-lived asset impairments during the nine months ended September 30, 2019, of which $48.3 million related to the 2019 Strategic Shift discussed above.

Floor plan interest expense

Floor plan interest expense increased 10.9%, or $3.1 million, to $31.9 million in the nine months ended September 30, 2019 from $28.8 million in the nine months ended September 30, 2018. The increase was primarily due to a 65 basis point increase in the average floor plan borrowing rate, partially offset by an 4.2% decrease in average floor plan borrowings primarily from lower average inventory levels.

Other interest expense, net

Other interest expense increased 16.8%, or $7.7 million, to $53.4 million in the nine months ended September 30, 2019 from $45.7 million in the nine months ended September 30, 2018. The increase was primarily due to increased average debt outstanding primarily due to financing the rollout of RV and Outdoor Retail store openings in 2018 and a 47 basis point increase in the average interest rate.

Income tax expense

Income tax expense increased 20.9%, or $6.5 million to $37.5 million in the nine months ended September 30, 2019 from $31.0 million in the nine months ended September 30, 2018. The increase was primarily due to the revaluation of certain deferred tax assets and related changes in valuation allowance pertaining to a transfer of assets to a wholly-owned corporate subsidiary, operating losses recorded by our RV and Outdoor Retail segment for which no tax benefit can be recognized, and an increased ownership percentage of CWGS, LLC for which we are subject to U.S. federal and state taxes on our allocable share of income of CWGS, LLC.

Net income

Net income decreased 128.8%, or $176.3 million, to a net loss of $39.4 million for the nine months ended September 30, 2019 from a net income of $136.8 million in the nine months ended September 30, 2018 primarily due to the items mentioned above.

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Segment results

The following tables sets forth a reconciliation of total segment income to consolidated income before income taxes for each of our segments for the periods presented:


	Nine Months Ended
	September 30, 2019			September 30, 2018			Favorable/
			Percent of			Percent of	(Unfavorable)
($ in thousands)	Amount		Revenue	Amount		Revenue	$		%
Revenue:
Good Sam Services and Plans	$	135,750	3.5%	$	130,383	3.4%	$	5,367	4.1%
RV and Outdoor Retail		3,826,397	97.4%		3,716,833	97.6%		109,564	2.9%
Elimination of intersegment revenue		(35,059)	(0.9%)		(37,592)	(1.0%)		2,533	(6.7%)
Total consolidated revenue		3,927,088	100.0%		3,809,624	100.0%		117,464	3.1%
Segment income:⁽¹⁾
Good Sam Services and Plans		61,869	1.6%		61,139	1.6%		730	1.2%
RV and Outdoor Retail		32,512	0.8%		193,296	5.1%		(160,784)	(83.2%)
Total segment income		94,381	2.4%		254,435	6.7%		(160,054)	(62.9%)
Corporate & other		(9,742)	(0.2%)		(4,570)	(0.1%)		(5,172)	(113.2%)
Depreciation and amortization		(41,644)	(1.1%)		(34,207)	(0.9%)		(7,437)	(21.7%)
Tax Receivable Agreement liability adjustment		8,477	0.2%		—	—		8,477	100.0%
Other interest expense, net		(53,422)	(1.4%)		(45,740)	(1.2%)		(7,682)	(16.8%)
Loss and expense on debt restructure		—	—		(2,056)	(0.1%)		2,056	100.0%
(Loss) income before income taxes	$	(1,950)	(0.0%)	$	167,862	4.4%	$	(169,812)	(101.2%)

Same store revenue- RV and Outdoor Retail⁽²⁾	$	3,028,805		$	3,259,241		$	(230,436)	(7.1%)

(1)	Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

(2)	Same store revenue definition not applicable to the Good Sam Services and Plans segment.

Good Sam Services and Plans

Good Sam Services and Plans segment revenue increased 4.1%, or $5.4 million, to $135.8 million in the nine months ended September 30, 2019, from $130.4 million in the nine months ended September 30, 2018. The increase was primarily attributable to a $4.0 million increase in our roadside assistance programs primarily resulting from price increases, $1.0 million from additional policies in force for our vehicle insurance products and $0.4 million of various other increases.

Good Sam Services and Plans segment income increased 1.2%, or $0.7 million, to $61.9 million in the nine months ended September 30, 2019, from $61.1 million in the nine months ended September 30, 2018. The increase was primarily attributable to increased gross profit of $3.0 million, primarily attributable to price increases and lower claims costs from our roadside assistance programs and additional gross profit from the vehicle insurance products, partially offset by reduced gross profit from the extended vehicle warranty programs and additional marketing support expense; partially offset by a $2.3 million increase in selling, general and administrative expenses. Good Sam Services and Plans segment income margin decreased 138 basis points to 46.2% in the nine months ended September 30, 2019 from 47.6% in the nine months ended September 30, 2018.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue increased 2.9%, or $109.6 million, to $3.8 billion in the nine months ended September 30, 2019 from $3.7 billion in the nine months ended September 30, 2018. The increase was primarily driven by a $92.7 million, or 15.9%, increase in used vehicle revenue, an $87.1 million, or 12.6%, increase in products, service and other revenue, an $18.5 million, or 5.7%, increase in finance and insurance revenue, and a $6.4 million or 21.0% increase in Good Sam Club revenue, partially offset by a $95.1 million, or 4.6%, decrease in new vehicle revenue. In the fourth quarter of 2019 and in subsequent periods, we expect RV and Outdoor Retail segment revenue will be negatively impacted by the 2019 Strategic Shift as we expect to close stores that generate significant Products, service and other revenue and eliminate certain product categories.

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RV and Outdoor Retail segment income decreased 83.2%, or $160.8 million, to $32.5 million in the nine months ended September 30, 2019 from $193.3 million of segment income in the nine months ended September 30, 2018. The decrease was primarily related to long-lived asset impairment of $50.0 million; a gross profit reduction of $43.6 million primarily due to significant discounts to reduce inventory at locations that will be closing and product categories that will be eliminated as part of the 2019 Strategic Shift which we expect to continue through the fourth quarter of 2019, as well as incremental inventory reserve charges of $27.3 million related to our 2019 Strategic Shift; $55.7 million of additional selling, general and administrative expenses; $8.3 million of additional loss on disposal of assets; and $3.2 million of additional floor plan interest. RV and Outdoor Retail segment income margin decreased 439 basis points to 0.9% from 5.3% in the comparable prior year period.

Corporate and other expenses

Corporate and other expenses increased 113.2%, or $5.2 million, to $9.7 million in the nine months ended September 30, 2019 from $4.6 million in the nine months ended September 30, 2018 primarily from increased professional fees.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and they should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these non-GAAP measures. In evaluating these non-GAAP 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, loss on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, Gander Outdoors pre-opening costs, 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

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that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

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


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
($ in thousands)	2019		2018		2019		2018
EBITDA:
Net (loss) income	$	(65,263)	$	46,155	$	(39,447)	$	136,835
Other interest expense, net		17,568		16,794		53,422		45,740
Depreciation and amortization		14,104		13,179		41,644		34,207
Income tax expense		6,383		9,900		37,497		31,027
Subtotal EBITDA		(27,208)		86,028		93,116		247,809
Loss and expense on debt restructure (a)		—		—		—		2,056
Long-lived asset impairment (b)		50,025		—		50,025		—
Loss on disposal of assets and other expense, net (c)		7,087		841		9,247		987
Equity-based compensation (d)		2,934		4,188		9,513		10,535
Tax Receivable Agreement liability adjustment (e)		—		—		(8,477)		—
Gander Outdoors pre-opening costs (f)		—		5,765		—		40,771
Restructuring costs (g)		27,724		—		27,724		—
Adjusted EBITDA	$	60,562	$	96,822	$	181,148	$	302,158


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
(as percentage of total revenue)	2019		2018		2019		2018
EBITDA margin:
Net (loss) income margin		(4.7%)		3.5%		(1.0%)		3.6%
Other interest expense, net		1.3%		1.3%		1.4%		1.2%
Depreciation and amortization		1.0%		1.0%		1.1%		0.9%
Income tax expense		0.5%		0.8%		1.0%		0.8%
Subtotal EBITDA margin		(2.0%)		6.6%		2.4%		6.5%
Loss and expense on debt restructure (a)		—		—		—		0.1%
Long-lived asset impairment (b)		3.6%		—		1.3%		—
Loss on disposal of assets and other expense, net (c)		0.5%		0.1%		0.2%		0.0%
Equity-based compensation (d)		0.2%		0.3%		0.2%		0.3%
Tax Receivable Agreement liability adjustment (e)		—		—		(0.2%)		—
Gander Outdoors pre-opening costs (f)		—		0.4%		—		1.1%
Restructuring costs (g)		2.0%		—		0.7%		—
Adjusted EBITDA margin		4.4%		7.4%		4.6%		7.9%

(a)

Represents the loss and expense incurred on debt restructure and financing expense incurred from the Third Amendment to the Credit Agreement in 2018.

(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. See Note 4 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information

(c)

Represents an adjustment to eliminate the losses and gains on disposal and sales of various assets and other expense, net.

(d)

Represents non-cash equity-based compensation expense relating to employees and directors of the Company.

(e)

Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate and the transfer of certain assets from GSS to CWI. See Note 12 — Income Taxes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

(f)

Represents pre-opening store costs associated with the Gander Outdoors store openings in 2018, which is comprised of 1) Gander Outdoors-specific corporate and retail overhead, 2) distribution center expenses, and 3) store-level startup expenses. Based on the nature of the acquisition through a bankruptcy auction and the large quantity of retail locations opened in 2018 in a very compressed timeframe, the Company does not deem the pre-opening store costs for the initial rollout of Gander Outdoors locations to be normal, recurring charges. The Company does not intend to adjust for pre-opening store costs other than for the initial rollout of Gander Outdoors.

(g)

Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, contract termination costs, incremental inventory reserve charges, and other associated costs. See Note 4 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

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

We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic” as net income attributable to Camping World Holdings, Inc. adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, loss on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, Gander Outdoors pre-opening costs, 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.

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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 30,		September 30,		September 30,		September 30,
(In thousands except per share amounts)	2019		2018		2019		2018
Numerator:
Net income (loss) attributable to Camping World Holdings, Inc.	$	(30,692)	$	14,123	$	(32,070)	$	40,726
Adjustments related to basic calculation:
Loss and expense on debt restructure (a):
Gross adjustment		—		—		—		2,056
Income tax expense for above adjustment (b)		—		—		—		(217)
Long-lived asset impairment (c):
Gross adjustment		50,025		—		50,025		—
Income tax expense for above adjustment (b)		(82)		—		(82)		—
Loss on disposal of assets and other expense, net (d):
Gross adjustment		7,087		841		9,247		987
Income tax (expense) benefit for above adjustment (b)		(467)		1		(461)		—
Equity-based compensation (e):
Gross adjustment		2,934		4,188		9,513		10,535
Income tax expense for above adjustment (b)		(246)		(345)		(815)		(894)
Tax Receivable Agreement liability adjustment (f):
Gross adjustment		—		—		(8,477)		—
Income tax benefit for above adjustment (b)		—		—		2,143		—
Gander Outdoors pre-opening costs (g):
Gross adjustment		—		5,765		—		40,771
Income tax benefit for above adjustment (b)		—		—		—		—
Restructuring costs (h):
Gross adjustment		27,724		—		27,724		—
Income tax benefit for above adjustment (b)		—		—		—		—
Adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments (i)		(50,937)		(6,289)		(56,014)		(31,727)
Adjusted net (loss) income attributable to Camping World Holdings, Inc. – basic		5,346		18,284		733		62,237
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)		4		16		—		225
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k)		(2)		(5)		—		(78)
Adjusted net income attributable to Camping World Holdings, Inc. – diluted	$	5,348	$	18,295	$	733	$	62,384
Denominator:
Weighted-average Class A common shares outstanding – basic		37,361		37,018		37,266		36,933
Adjustments related to diluted calculation:
Dilutive options to purchase Class A common stock (l)		—		—		—		104
Dilutive restricted stock units (l)		21		37		—		103
Adjusted weighted average Class A common shares outstanding – diluted		37,382		37,055		37,266		37,140

Adjusted earnings per share - basic	$	0.14	$	0.49	$	0.02	$	1.69
Adjusted earnings per share - diluted	$	0.14	$	0.49	$	0.02	$	1.68

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	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
(In thousands except per share amounts)	2019		2018		2019		2018
Anti-dilutive amounts (m):
Numerator:
Reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (j)	$	16,362	$	38,305	$	48,637	$	127,610
Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (k)	$	(8,958)	$	(12,669)	$	(26,049)	$	(40,114)
Assumed income tax benefit of combining C-corporations with full valuation allowances with the income of other consolidated entities after the anti-dilutive exchange of common units in CWGS, LLC (n)	$	28,228	$	5,623	$	44,252	$	14,753
Denominator:
Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (l)		51,669		51,708		51,671		51,751
Anti-dilutive restricted stock units (l)		—		—		15		—

(a)	Represents the loss and expense incurred on debt restructure and financing expense incurred from the Third Amendment to the Credit Agreement in 2018.

(b)

Represents the current and deferred income tax expense 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 25.3% for the adjustments for 2019 and 2018, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c)

(d)	Represents an adjustment to eliminate the losses and gains on disposals and sales of various assets and other expense, net.

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

(f)

(g)

Represents pre-opening store costs associated with the Gander Outdoors store openings, which is comprised of 1) Gander Outdoors-specific corporate and retail overhead, 2) distribution center expenses, and 3) store-level startup expenses. The Company incurred significant costs related to the initial rollout of Gander Outdoors locations, which was substantially complete by December 31, 2018. Based on the nature of the acquisition through a bankruptcy auction and the large quantity of retail locations opened and to be opened in a very compressed timeframe, the Company does not deem the pre-opening store costs for the initial rollout of Gander Outdoors locations to be normal, recurring charges. The Company does not intend to adjust for pre-opening store costs other than for the initial rollout of Gander Outdoors.

(h)

(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 58.0% and 58.3% for the three months ended September 30, 2019 and 2018, respectively, and 58.1% and 58.4% for the nine months ended September 30, 2019 and 2018, 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 25.3% for the adjustments for 2019 and 2018.

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

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

(n)

Represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.3% during 2019 and 2018, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods are included in these amounts.

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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 consolidated financial statements included elsewhere in this Form 10-Q 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, loss on disposal of assets, equity-based compensation, Tax Receivable Agreement liability, Gander Outdoors pre-opening costs, long-lived asset impairment, 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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Liquidity and Capital Resources

General

Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new retail locations, the improvement and expansion of existing retail locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs. These cash requirements have been met through cash provided by operating activities, cash and cash equivalents, proceeds from our IPO, May 2017 public equity offering and October 2017 public equity offering, borrowings under our Senior Secured Credit Facilities (as defined below) or our previous senior secured credit facilities, borrowings under our Floor Plan Facility (as defined below) and borrowings under our Real Estate Facility (as defined below).

As a public company, our additional liquidity needs include public company costs, payment of regular and special cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to exchange common units for a cash payment), payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced as a result of the Tax Receivable Agreement. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners and Crestview Partners II GP, L.P. will be significant. Any payments made by us to Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see Note 12 — Income Taxes to our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders, including us, of approximately $0.08 per common unit and we intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend of approximately $0.08 per share on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. During the three months ended September 30, 2019, we paid one regular quarterly cash dividend of $0.08 per share of our Class A common stock. CWGS, LLC is required to make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of our Annual Report) to the holders of our Class A common stock from time to time subject to the discretion of our board of directors as described under “Dividend Policy” in our Annual Report. During the three months ended September 30, 2019, we paid one special cash dividend of $0.0732 per share of our Class A common stock.

During the three months ended September 30, 2019, we incurred long-lived asset impairment charges of $50.0 million, including $48.3 million in connection with the 2019 Strategic Shift. We expect that none of the foregoing charges will result in future cash expenditures. Additionally, in connection with the 2019 Strategic Shift, we have incurred or expect to incur costs relating to one-time employee termination benefits of $1.0 million, contract termination costs of between $10.0 million and $15.0 million, incremental inventory reserve charges of $27.3 million, and other associated costs of between $4.0 million and $6.0 million, resulting in total estimated costs of approximately $42.3 million to $49.3 million. We expect that approximately $15.0 million to $22.0 million of these costs will result in future cash expenditures. For a discussion of the 2019 Strategic Shift, see Note 4 — Restructuring and Long-lived Asset Impairment to our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

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Notwithstanding our obligations under the Tax Receivable Agreement, we believe that our sources of liquidity and capital, including potentially incurring additional borrowings under our Floor Plan Facility, borrowings under our Real Estate Facility and proceeds from real estate sale leaseback transactions in the fourth quarter of 2018, will be sufficient to finance our continued operations, growth strategy, including the anticipated opening of additional RV and outdoor retail locations, regular quarterly cash dividends (as described above) and additional expenses we expect to incur for at least the next twelve months. However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our Revolving Credit Facility or our Floor Plan Facility, including the potential additional borrowings noted above, will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may impose significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all, including the expected additional borrowings noted above. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” included in Part I, Item 1A of our Annual Report.

As of September 30, 2019 and December 31, 2018, we had working capital of $470.8 million and $583.0 million, respectively, including $130.2 million and $138.6 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $93.6 million and $88.1 million as of September 30, 2019 and December 31, 2018, respectively, which reduces working capital. Deferred revenue primarily consists of cash collected for club memberships in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs.

Seasonality

We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

We generate a disproportionately higher amount of our annual revenue in our second and third fiscal quarters, which include the spring and summer months. We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs. If, for any reason, we miscalculate the demand for our products or our product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could cause our annual results of operations to suffer and our stock price to decline.

Additionally, SG&A expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the timing of acquisitions and the seasonality of our business. We prefer to acquire new retail locations in the first and fourth quarters of each year in order to provide time for the location to be re-modeled and to ramp up operations ahead of the spring and summer months. The timing of our acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has historically resulted in SG&A expenses as a percentage of gross profit being higher in these quarters.

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Cash Flow

The following table shows summary cash flows information for the nine months ended September 30, 2019 and 2018:


	Nine Months Ended
	September 30,
(In thousands)	2019		2018
Net cash provided by operating activities	$	323,141	$	254,073
Net cash used in investing activities		(91,691)		(289,798)
Net cash used in financing activities		(239,773)		(63,072)
Net decrease in cash and cash equivalents	$	(8,323)	$	(98,797)

Operating activities. Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail products and services and Good Sam services and plans. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned. Our primary uses of cash from operating activities, are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various services and program costs as well as pre-opening costs for Gander Outdoors locations during the nine months ended September 30, 2018.

Net cash provided by operating activities was $323.1 million in the nine months ended September 30, 2019, an increase of $69.1 million from $254.1 million net cash provided by operating activities in the nine months ended September 30, 2018. The increase was primarily due to $237.8 million of reduced inventory purchases, $50.0 million of long-lived asset impairment, and $40.7 million of non-cash lease expense, partially offset by a $176.3 million decrease in net income, $65.2 million of decreased accounts payable and other accrued items, and $17.9 million of other decreases.

Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of retail locations. Substantially all of our new retail locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our Senior Secured Credit Facilities.

The table below summarizes our capital expenditures for the nine months ended September 30, 2019 and 2018:


	Nine Months Ended
	September 30,
(In thousands)	2019		2018
IT hardware and software	$	7,045	$	9,112
Greenfield and acquired retail locations		23,666		84,222
Existing retail locations		13,050		13,158
Corporate and other		1,278		1,930
Total capital expenditures	$	45,039	$	108,422

Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing retail locations, information technology, hardware, and software. There were no material commitments for capital expenditures as of September 30, 2019.

Net cash used in investing activities was $91.7 million for the nine months ended September 30, 2019. The $91.7 million of cash used in investing activities was comprised of $48.4 million for the acquisition of RV dealerships, $45.0 million of capital expenditures related to retail locations, and $27.8 million for the purchase of real property, partially offset by proceeds of $24.6 million from the sale of real property and $4.9 million of proceeds from the sale of property and equipment. See Note 11 – Acquisitions to our unaudited consolidated financial statements included in Part 1, Item 1 of this Form 10-Q.

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Net cash used in investing activities was $289.8 million for the nine months ended September 30, 2018. The $289.8 million of cash used in investing activities included $108.4 million of capital expenditures primarily for the build-out of Gander Outdoors locations, $100.1 million for the purchase of real property, and $82.2 million for the acquisition of eight RV dealership locations, four Erehwon Mountain Outfitters locations, seven Rock Creek locations, and eight consumer shows (see Note 11 – Acquisitions to our unaudited condensed consolidated financial statements include in Part 1, Item 1 of this Form 10-Q), partially offset by proceeds of $0.9 million from the sale of property and equipment.

Financing activities. Our financing activities primarily consist of proceeds from the issuance of debt and the repayment of principal and debt issuance costs.

Our net cash used in financing activities was $239.8 million for the nine months ended September 30, 2019. The $239.8 million of cash used in financing activities was primarily due to $170.2 million of net payments under the Floor Plan Facility, $60.7 million of non-controlling member distributions, $17.1 million of dividends paid on Class A common stock, $10.1 million of payments on our long-term debt, and $7.4 million of other financing uses, partially offset by $14.0 million of proceeds from our Revolving Credit Facility and $11.7 million of proceeds from long-term debt during the nine months ended September 30, 2019.

Our net cash used in financing activities was $63.1 million for the nine months ended September 30, 2018. The $63.1 million of cash used in financing activities was primarily due to $212.1 million of net payments under the Floor Plan Facility, $98.3 million of non-controlling interest member distributions, $76.7 million of payments on our long-term debt, $17.0 million of dividends paid on Class A common stock, and other financing uses of $3.3 million, partially offset by $319.9 million of proceeds from long-term debt, and $24.4 million of proceeds from our Revolving Credit Facility during the nine months ended September 30, 2018.

Description of Senior Secured Credit Facilities, Floor Plan Facility and Real Estate Facility

As of September 30, 2019 and December 31, 2018, we had outstanding debt in the form of our Senior Secured Credit Facilities, our Floor Plan Facility, and our Real Estate Facility. We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In the past, we have used interest rate swap derivatives to diversify our debt portfolio between fixed and variable rate instruments. For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part I, Item 3 of this Form 10-Q.

Senior Secured Credit Facilities

As of September 30, 2019 and December 31, 2018, CWGS Group, LLC (the “Borrower”), an indirect subsidiary of the Company, was party to a credit agreement (as amended from time to time, the “Credit Agreement”) for a senior secured credit facility (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a term loan facility (the “Term Loan Facility”) and a $35.0 million revolving credit facility (the “Revolving Credit Facility”). The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $3.0 million, which were paid on July 1, 2019 and September 30, 2019

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The Credit Agreement for our Senior Secured Credit Facilities requires the CWGS Group, LLC (the “Borrower”), an indirect subsidiary of the Company, and its subsidiaries to comply on a quarterly basis with a maximum Total Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding) is greater than 30% of the aggregate amount of the Revolving Lenders’ Revolving Commitments (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding), as defined in the Credit Agreement. As of September 30, 2019, we were not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 30% threshold. At September 30, 2019, we would not have met this covenant if we had exceeded the 30% threshold. As such, our borrowing capacity under the Revolving Credit Facility at September 30, 2019 was limited to $9.4 million of additional borrowings. We were in compliance with all applicable debt covenants at September 30, 2019 and December 31, 2018.

The following table details the outstanding amounts and available borrowings under our Senior Secured Credit Facilities as of September 30, 2019 and December 31, 2018 (in thousands):


	September 30,		December 31,
	2019		2018
Senior Secured Credit Facilities:
Term Loan Facility:
Principal amount of borrowings	$	1,195,000	$	1,195,000
Less: cumulative principal payments		(28,900)		(19,907)
Less: unamortized original issue discount		(4,582)		(5,358)
Less: finance costs		(11,348)		(13,390)
		1,150,170		1,156,345
Less: current portion		(11,991)		(11,991)
Long-term debt, net of current portion	$	1,138,179	$	1,144,354
Revolving Credit Facility:
Total commitment	$	35,000	$	35,000
Less: outstanding letters of credit		(3,689)		(3,689)
Less: availability reduction due to Total Leverage Ratio		(21,918)		—
Additional borrowing capacity	$	9,393	$	31,311

See our Annual Report and Note 6 – Long-term Debt to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a further discussion of the terms of the Senior Secured Credit Facilities.

Floor Plan Facility

As of September 30, 2019 and December 31, 2018, FreedomRoads, LLC (“FR”), an indirect subsidiary of the Company, maintained floor plan financing through the Seventh Amended and Restated Credit Agreement (“Floor Plan Facility”). On October 8, 2019, FR entered into a Second Amendment to the Seventh Amended and Restated Credit Agreement, (the “Amendment’). The Amendment reduced the total commitment under the Floor Plan Facility to $1.38 billion, and extends the maturity date of the Floor Plan Facility from December 12, 2020 to March 14, 2023, among other immaterial changes. The applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR. At September 30, 2019, the Floor Plan Facility allowed FR to borrow (a) up to $1.415 billion under a floor plan facility, (b) up to $15.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $60.0 million under the revolving line of credit, which maximum amount outstanding will decrease by $3.0 million on the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2020.

The credit agreement governing the Floor Plan Facility contains certain financial covenants which we were in compliance with at September 30, 2019 and December 31, 2018.

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The following table details the outstanding amounts and available borrowings under our Floor Plan Facility as of September 30, 2019 and December 31, 2018 (in thousands):


	September 30,		December 31,
	2019		2018
Floor Plan Facility:
Notes payable — floor plan:
Total commitment	$	1,415,000	$	1,415,000
Less: borrowings, net		(693,889)		(885,980)
Less: flooring line aggregate interest reduction account		(156,751)		(97,757)
Additional borrowing capacity		564,360		431,263
Less: accounts payable for sold inventory		(55,804)		(33,928)
Less: purchase commitments		(33,962)		(22,530)
Unencumbered borrowing capacity	$	474,594	$	374,805

Revolving line of credit	$	60,000	$	60,000
Less borrowings		(46,340)		(38,739)
Additional borrowing capacity	$	13,660	$	21,261

Letters of credit:
Total commitment	$	15,000	$	15,000
Less: outstanding letters of credit		(10,280)		(10,380)
Additional letters of credit capacity	$	4,720	$	4,620

See our Annual Report and Note 3 – Inventories and Floor Plan Payable to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a further discussion of the terms of the Floor Plan Facility.

Real Estate Facility

The Real Estate Facility is subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants which we were in compliance with at September 30, 2019 and December 31, 2018.

The outstanding principal of the Real Estate Facility was $20.3 million and $9.7 million as of September 30, 2019 and December 31, 2018.

See our Annual Report and Note 6 – Long-term Debt to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a further discussion of the terms of the Real Estate Facility.

Sale/Leaseback Arrangements

We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which vary from period to period.

Deferred Revenue

Deferred revenue consists of our sales for products not yet recognized as revenue at the end of a given period. Our deferred revenue as of September 30, 2019 was $153.7 million.

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Off-Balance Sheet Arrangements

As of September 30, 2019, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP, and in doing so, we have to make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances. Different assumptions and judgments would change estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change our results from those reported. We evaluate our critical accounting estimates, assumptions and judgments on an ongoing basis.

There has been no material change in our critical accounting policies from those previously reported and disclosed in our Annual Report.

Recent Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements in Item 1, Part I of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of the Company’s quantitative and qualitative disclosures about market risks, see Item 7A. Quantitative and Qualitative Disclosures About Market Risks, in our Annual Report on Form 10-K for the year ended December 31, 2018. As of September 30, 2019, there have been no material changes in this information.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2019. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2019 as a result of the material weaknesses described in our Annual Report on Form 10-K and below.

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2018, we identified the following material weaknesses in internal control over financial reporting:

●

the Company identified the necessity to adjust the manner in which reserves related to certain dealership finance and insurance product cancellation provisions are calculated, resulting from a

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deficiency in the design and operation of the review of such reserves, which we determined to be a material weakness;

●

deficiencies related to areas such as (1) the review of asset activity and valuations, (2) the appropriate assignment of resources for the review of certain accounting analyses and associated journal entries, and (3) the financial statement presentation and disclosure review process that collectively represent a material weakness; and

●

the previously reported material weaknesses in internal controls related to our management review control process to ensure appropriate accounting for income taxes, including the calculation and realization of deferred tax assets.

Management’s Remediation Efforts

We have identified and begun to implement several steps, as further described below, designed to remediate the material weaknesses described in this Item 4 and to enhance our overall control environment. We will not consider the material weaknesses remediated until our enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively.

Our remediation activity has included, but is not limited to, the following measures:

●

We adjusted the manner in which our reserves related to certain dealership finance and insurance product cancellation provisions are calculated, using third-party actuarial analysis to assist in determining the estimated cancellation rate to be used in the reserve.

●

We assessed our accounting resource requirements across the Company and as a result have hired, or are in the process of hiring, additional experienced accounting personnel, and taken steps to improve the overall efficiency of our accounting and reporting processes. We will continue to regularly monitor accounting resource sufficiency, and may undertake additional measures as deemed necessary to fully remediate the control deficiencies. We expect that the additional resources and process improvements will: enable the proper and timely review of asset activity, valuations, and reserves; allow us to appropriately assign resources for review of accounting analyses and associated journal entries; and provide additional review over the financial statement presentation and disclosure review process.

●

We improved the design of our existing tax controls to include additional review of the analysis to determine the amount of our income tax liabilities and related deferred income tax balances, and the ability to realize deferred tax assets, including additional review over the computation processes for the determination of the allocation of basis between the Continuing Equity Owners and the Company. We have employed specialized resources for the review of the basis allocations and the related computations surrounding our income tax liabilities and related deferred income tax balances. As part of our remediation efforts in this area, we will continue to improve the process as needed until we can conclude that the process is designed and is operating effectively.

While the foregoing measures are intended to effectively remediate the material weaknesses described in this Item 4, it is possible that additional remediation steps will be necessary. As such, as we continue to evaluate and implement our plan to remediate the material weaknesses, our management may decide to take additional measures to address the material weaknesses or modify the remediation steps described above. Until these material weaknesses are remediated, we plan to continue to perform additional analyses and other procedures to help ensure that our consolidated financial statements are prepared in accordance with GAAP.

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Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal controls over financial reporting, as described above. Except as discussed above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the three months ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

On October 19, 2018, a purported stockholder of the Company filed a putative class action lawsuit, captioned Ronge v. Camping World Holdings, Inc. et al., in the United States District Court for the Northern District of Illinois against us, certain of our officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Ronge Complaint”). On October 25, 2018, a different purported stockholder of the Company filed a putative class action lawsuit, captioned Strougo v. Camping World Holdings, Inc. et al., in the United States District Court for the Northern District of Illinois against us, certain of our officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Strougo Complaint”).

The Ronge and Strougo Complaints were consolidated and lead plaintiffs appointed by the court. On February 27, 2019, lead plaintiffs filed a consolidated complaint against us, certain of our officers and directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C., and the underwriters of the May and October 2017 secondary offerings of our Class A common stock (the “Consolidated Complaint”). The Consolidated Complaint alleges violations of Sections 11 and 12(a)(2) of the Securities Act of 1933, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended, and rule 10b-5 thereunder, based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading related to the business, operations, and management of the Company. Additionally, it alleges that certain of our officers and directors, Crestview Partners II GP, L.P., and Crestview Advisors, L.L.C. violated Section 15 of the Securities Act of 1933 and Section 20(a) of the Securities Exchange Act of 1934, as amended, by allegedly acting as controlling persons of the Company. The lawsuit brings claims on behalf of a putative class of purchasers of our Class A common stock between March 8, 2017 and August 7, 2018, and seeks compensatory damages, rescission, attorneys’ fees and costs, and any equitable or injunctive relief the court deems just and proper. On May 17, 2019, the Company, along with the other defendants, moved to dismiss the Consolidated Complaint.

On December 12, 2018, a putative class action complaint styled International Union of Operating Engineers Benefit Funds of Eastern Pennsylvania and Delaware v. Camping World Holdings Inc., et al. was filed in the Supreme Court of the State of New York, New York County, on behalf of all purchasers of Camping World Class A common stock issued pursuant and/or traceable to a secondary offering of such securities in October 2017 (“IUOE Complaint”). The IUOE Complaint names as defendants the Company, and certain of its officers and directors, among others, and alleges violations of Sections 11, 12(a), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading and seeks compensatory damages, including prejudgment and post-judgment interest, attorneys’ fees and costs, and any equitable or injunctive relief the court deems just and proper, including rescission. On February 28, 2019, we, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendants’ motion to dismiss before the Supreme Court of the State of New York, Commercial Division, on September 6, 2019.

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compensatory damages, prejudgment and post-judgment interest, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On April 19, 2019, we, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendants’ motion to dismiss before the Circuit Court of Cook County, Illinois, Chancery Division on August 20, 2019. On August 26, 2019, the Court stayed the Geis Complaint pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois.

On March 5, 2019, a shareholder derivative suit captioned Hunnewell v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading (the “Hunnewell Complaint”). The Hunnewell Complaint names the Company as nominal defendant, and names certain of its officers and directors, among others, as defendants and seeks restitutionary and/or compensatory damages, disgorgement of all management fees, advisory fees, expenses and other fees paid by us during the period in question, disgorgement of profits pursuant to the alleged insider trading, attorneys’ fees and costs, and any other and further relief the court deems just and proper.

On April 17, 2019, a shareholder derivative suit captioned Lincolnshire Police Pension Fund v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading and unjust enrichment for compensation received during that time (the “LPPF Complaint”). The LPPF Complaint names us as nominal defendant, and names certain of our officers and directors, among others, as defendants and seeks compensatory damages, extraordinary equitable and/or injunctive relief, restitution and disgorgement, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On May 30, 2019, the Court granted the parties’ joint motion to consolidate the Hunnewell and LPPF Complaints (as well as any future filed actions relating to the subject matter) and stay the newly consolidated action pending the resolution of defendants’ motion to dismiss the Consolidated Complaint pending in the United States District Court for the Northern District of Illinois.

On August 6, 2019, two shareholder derivative suits, styled Janssen v. Camping World Holdings, Inc., et al., and Sandler v. Camping World Holdings, Inc. et al., were filed in the U.S. District Court of Delaware. Both actions name us as a nominal defendant, and name certain of our officers and directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. as defendants, and allege: (i) violations of Section 14(a) of the Securities Exchange Act for issuing proxy statements that allegedly omitted material information and allegedly included materially false and misleading financial statements; (ii) violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, seeking contribution for causing us to issue allegedly false and misleading statements and/or allegedly omit material information in public statements and/or filings concerning our financial performance, the effectiveness of internal controls to ensure accurate financial reporting, and the success and profitability of the integration and rollout of Gander Outdoors stores; (iii) breaches of fiduciary duty, unjust enrichment, abuse of control, and gross mismanagement for allegedly causing or allowing us to disseminate to our shareholders materially misleading and inaccurate information through our SEC filings; and (iv) breach of fiduciary duties for alleged insider selling and misappropriation of information (together, the “Janssen and Sandler Complaints”). The Janssen and Sandler Complaints seek restitutionary and/or compensatory damages, injunctive relief, disgorgement of all profits, benefits, and other compensation obtained by the certain of our officers and directors, attorneys’ fees and costs, and any other and further relief the court deems just and proper. We are only a nominal defendant in the Janssen and Sandler Complaints. On September 25, 2019, the Court granted the parties’ joint motion to consolidate the action and stay the action pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois. The Company is only a nominal defendant in the Janssen and Sandler Complaints.

We are also engaged in various other legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment-related matters, breach of contracts, products liabilities, consumer protection and intellectual property matters resulting from our business activities. We do not believe that the ultimate resolution of such matters will have a material adverse effect on our business, financial condition or results of operations. However, litigation is subject to many uncertainties, and the

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outcome of certain of such individual litigated matters may not be reasonably predictable and any related damages may not be estimable. Certain of these litigation matters could result in an adverse outcome to us, and any such adverse outcome could have a material adverse effect on our business, financial condition and results of operations.

Item 1A. Risk Factors

Other than as described below, there have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 15, 2019.

We may not successfully execute or achieve the expected benefits of our 2019 Strategic Shift and this program may result in further asset impairment charges and adversely affect the Company's business.

In the third fiscal quarter of 2019, we announced a plan to strategically shift business away from locations where we do not have the ability or where it is not feasible to sell and/or service recreational vehicles (the “2019 Strategic Shift”). Implementation of the program may be costly and disruptive to our business. We may not be able to realize the benefits initially anticipated and the expected costs may be greater than expected. A variety of factors could cause the Company not to realize some or all of the expected benefits or incur greater costs, including, among others, delays in the anticipated timing of activities related to the 2019 Strategic Shift, unexpected costs associated with executing the 2019 Strategic Shift, or the Company's ability to achieve the benefits contemplated by the program. Further, any cost savings that the Company realizes may be offset, in whole or in part, by a reduction in revenues or through increases in other expenses. In addition, the Company may need to incur further impairment charges to its long-lived assets, including its Right of Use lease assets, as a result of the 2019 Strategic Shift. The 2019 Strategic Shift has and may continue to require a significant amount of management's and other employees' time and focus, which may divert attention from effectively operating and growing our business.

Our business model is impacted by general economic conditions in our markets, and ongoing economic and financial uncertainties has caused a decline in consumer spending that has adversely affected our business, financial condition and results of operations.

As a business that relies on consumer discretionary spending, we have in the past and may in the future be adversely affected if our customers reduce, delay or forego their purchases of our services, protection plans, products and resources as a result of:

●

job losses;

●

bankruptcies;

●

higher consumer debt and interest rates;

●

reduced access to credit;

●

higher energy and fuel costs;

●

relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail;

●

falling home prices;

●

lower consumer confidence;

●

uncertainty or changes in tax policies and tax rates; or

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●

uncertainty due to national or international security concerns.

We also rely on our retail locations to attract and retain customers and to build our customer database. If we close retail locations, are unable to open or acquire new retail locations due to general economic conditions or otherwise, or experience declines in customer transactions in our existing retail locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operation.

Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans would negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business. Promotional activities and decreased demand for consumer products have also affected our profitability and margins, particularly in recent quarters, and this negative impact could continue or worsen in future periods. In addition, adverse economic conditions may result in an increase in our operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities, as well as higher tariffs. Due to fluctuations in the U.S. economy, our sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, we are subject to economic fluctuations in local markets that may not reflect the economic conditions of the U.S. economy. Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

In addition, the success of our recurring Good Sam services and plans depends, in part, on our customers’ use of certain RV sites and/or the purchase of services, protection plans, products and resources through participating merchants, as well as the health of the RV industry generally. If general economic conditions worsen, our customers may perceive that they have less disposable income for leisure activities or they may not be able to obtain credit for discretionary purchases. As a result, they may travel less frequently, spend less when they travel and purchase and utilize our services, protection plans, products and resources less often, if at all, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, we have faced increased competition from other businesses with similar product and service offerings during recent periods. For example, our competitors have listed RVs at or below cost and we have had little visibility into our competitors or manufacturers’ inventories. As a result, we have responded and may need to further respond by establishing pricing, marketing and other programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain in more favorable economic environments. Such programs have adversely impacted our gross margin, operating margin and selling, general and administrative expenses. In addition, declines in the national economy could cause merchants who participate in our programs to go out of business. It is likely that, should the number of merchants entering bankruptcy rise, the number of uncollectible accounts would also rise. These factors could have a material adverse effect on our business, financial condition and results of operations.

Changes in consumer preferences for our products or our failure to gauge those preferences could lead to reduced sales and have increased our cost of sales and selling, general and administrative expenses.

We cannot be certain that historical consumer preferences for RVs in general, and any related products, will remain unchanged. RVs are generally used for recreational purposes, and demand for our products may be adversely affected by competition from other activities that occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern, or taste. Similarly, an overall decrease in consumer leisure time may reduce consumers’ willingness to purchase our products. Over the past several years, we have seen a shift in our overall sales mix towards new travel trailer vehicles, which has led to declines in our average selling price of a new vehicle unit. From 2015 to 2018, new vehicle travel trailer units increased from 62% of total new vehicle unit sales to more than 68% of total new vehicle unit sales and the average selling price of a new vehicle unit has declined from $39,853 to $35,221. The increased popularity of new travel trailer vehicles and the lower price points of these units compared to other new vehicle classes, such as motorhomes and fifth wheels, could continue to lower our average selling price of a new vehicle unit and

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impact our ability to grow same store revenue. However, after several years of strong growth, the overall RV industry experienced decelerating demand for new vehicles in 2018 and wholesale shipments of new RV vehicles declined 4.1% for the full year of 2018 and 18.2% for the nine months ended September 30, 2019 on a period-over-period comparable period basis. Decelerating industry trends in 2018 and 2019 have also negatively impacted our same store revenue trends during those periods. These factors have negatively impacted our results of operations and may continue to negatively impact our results of operations in the future, which could have a material adverse effect on our business, financial condition and results of operations.

Our failure to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends has and may continue to have an adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products appeal to consumers who are, or could become, RV owners and/or outdoor and active sports enthusiasts across North America. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control. We cannot predict consumer preferences with certainty, and consumer preferences often change over time. We typically order merchandise well in advance of the following selling season. The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. If we misjudge either the market for our merchandise or our consumers’ purchasing habits in the future, our revenues may decline significantly, and we may not have sufficient quantities of merchandise to satisfy consumer demand or sales orders, or we may be required to discount excess inventory, either of which could have a material adverse effect on our business, financial condition and results of operations. For example, in recent periods we have implemented discounting programs to reduce our excess RV inventory. In addition, we have exited or are exiting certain non-RV retail categories because we felt those categories did not have sufficient demand or sales margins to justify our inventory levels. These activities have negatively impacted our gross margin, operating margin and selling, general and administrative expenses.

Because certain of the products that we sell are manufactured abroad, we may face delays, new or increased tariffs, increased cost or quality control deficiencies in the importation of these products, which could reduce our net sales and profitability.

Like many other outdoor and active sports-oriented retailers, a portion of the products that we purchase for resale, including those purchased from domestic suppliers, is manufactured abroad in China and other countries. In addition, we believe most of our private label merchandise is manufactured abroad. Trade tensions between the U.S. and China, as well as those between the U.S. and Canada, Mexico and other countries have been escalating in recent months. Most notably, multiple rounds of U.S. tariffs were placed on Chinese goods being exported to the U.S. during 2018 and 2019. Each of these U.S. tariff impositions against Chinese exports were followed by a round of retaliatory Chinese tariffs on U.S. exports to China. The competing tariff regimes imposed by the U.S. and Chinese administrations have continued in recent months, including new tariffs by the U.S. administration that went into effect in September 2019 and retaliatory tariffs by the Chinese administration.

As a result, our foreign imports, in particular imports from China, subject us to the risks of changes in, or the imposition of new import tariffs, duties or quotas, new restrictions on imports, loss of “most favored nation” status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations and economic uncertainties. If any of these or other factors were to cause a disruption of trade from the countries in which the suppliers of our vendors are located or impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.

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To the extent that any foreign manufacturers which supply products to us directly or indirectly utilize quality control standards, labor practices or other practices that vary from those legally mandated or commonly accepted in the United States, we could be hurt by any resulting negative publicity or, in some cases, face potential liability.

In addition, instability in the political and economic environments of the countries in which our vendors or we obtain our products, or general international instability, could have an adverse effect on our operations. In the event of disruptions or delays in supply due to economic or political conditions in foreign countries, such disruptions or delays could adversely affect our results of operations unless and until alternative supply arrangements could be made. In addition, merchandise purchased from alternative sources may be of lesser quality or more expensive than the merchandise we currently purchase abroad.

We have been named in litigation, which has resulted in substantial costs and may result in reputational harm and divert management’s attention and resources.

We face legal risks in our business, including claims from disputes with our employees and our former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time.

We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits. For example, we were named as a defendant in a class action lawsuit by Camp Coast to Coast club members, which alleged certain violations of California’s Unfair Competition Law at Business and Professions Code and other laws, relating to our sale of trip points and certain advertising and marketing materials. In addition, we were also named as a defendant in a putative class action lawsuit filed by former employees in the State of California, which alleged various wage and hour claims under the California Labor Code. We have since settled both actions.

We are currently subject to securities class action litigation and may be subject to similar or other litigation in the future. For example, on October 19, 2018, a purported stockholder of the Company filed a putative class action lawsuit, captioned Ronge v. Camping World Holdings, Inc. et al., in the United States District Court for the Northern District of Illinois against us, certain of our officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Ronge Complaint”). On October 25, 2018, a different purported stockholder of the Company filed a putative class action lawsuit, captioned Strougo v. Camping World Holdings, Inc. et al., in the United States District Court for the Northern District of Illinois against us, certain of our officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Strougo Complaint”).

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Camping World Class A common stock issued pursuant and/or traceable to a secondary offering of such securities in October 2017 (“IUOE Complaint”). The IUOE Complaint names as defendants Camping World, and certain of our officers and directors, among others, and alleges violations of Sections 11, 12(a), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading and seeks compensatory damages, including prejudgment and post-judgment interest, attorneys’ fees and costs, and any equitable or injunctive relief the court deems just and proper, including rescission. On February 28, 2019, we, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendants’ motion to dismiss before the Supreme Court of the State of New York, Commercial Division, on September 6, 2019.

On February 22, 2019, a putative class action complaint styled Daniel Geis v. Camping World Holdings, Inc., et al. was filed in the Circuit Court of Cook County, Illinois, Chancery Division, on behalf of all purchasers of Camping World Class A common stock in and/or traceable to our initial public offering on October 6, 2016 (“Geis Complaint”). The Geis Complaint names as defendants Camping World, certain of our officers and directors, and the underwriters of the offering, and alleges violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading. The Geis Complaint seeks compensatory damages, prejudgment and post-judgment interest, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On April 19, 2019, we, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendants’ motion to dismiss before the Circuit Court of Cook County, Illinois, Chancery Division on August 20, 2019. On August 26, 2019, the Court stayed the Geis Complaint pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois.

On March 5, 2019, a shareholder derivative suit captioned Hunnewell v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading (the “Hunnewell Complaint”). The Hunnewell Complaint names us as nominal defendant, and names certain of its officers and directors, among others, as defendants and seeks restitutionary and/or compensatory damages, disgorgement of all management fees, advisory fees, expenses and other fees paid by us during the period in question, disgorgement of profits pursuant to the alleged insider trading, attorneys’ fees and costs, and any other and further relief the court deems just and proper.

On April 17, 2019, a shareholder derivative suit captioned Lincolnshire Police Pension Fund v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading and unjust enrichment for compensation received during that time (the “LPPF Complaint”). The LPPF Complaint names us as nominal defendant, and names certain of our officers and directors, among others, as defendants and seeks compensatory damages, extraordinary equitable and/or injunctive relief, restitution and disgorgement, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On May 30, 2019, the Court granted the parties’ joint motion to consolidate the Hunnewell and LPPF Complaints (as well as any future filed actions relating to the subject matter) and stay the newly consolidated action pending the resolution of defendants’ motion to dismiss the Consolidated Complaint pending in the United States District Court for the Northern District of Illinois.

On August 6, 2019, two shareholder derivative suits, styled Janssen v. Camping World Holdings, Inc., et al., and Sandler v. Camping World Holdings, Inc. et al., were filed in the U.S. District Court of Delaware. Both actions name us as a nominal defendant, and name certain of our officers and directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. as defendants, and allege: (i) violations of Section 14(a) of the Securities Exchange Act for issuing proxy statements that allegedly omitted material information and allegedly included materially false and misleading financial statements; (ii) violations of Section 10(b) and 20(a) of the Securities Exchange Act, seeking contribution for causing us to issue allegedly false and misleading statements and/or allegedly omit material information in public statements and/or filings concerning our financial performance, the effectiveness of internal controls to ensure accurate financial reporting, and the success and profitability of the integration and rollout of Gander Outdoors stores; (iii)

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breaches of fiduciary duty, unjust enrichment, abuse of control, and gross mismanagement for allegedly causing or allowing us to disseminate to our shareholders materially misleading and inaccurate information through our SEC filings; and (iv) breach of fiduciary duties for alleged insider selling and misappropriation of information (together, the “Janssen and Sandler Complaints”). The Janssen and Sandler Complaints seek restitutionary and/or compensatory damages, injunctive relief, disgorgement of all profits, benefits, and other compensation obtained by the certain of our officers and directors, attorneys’ fees and costs, and any other and further relief the court deems just and proper. On September 25, 2019, the Court granted the parties’ joint motion to consolidate the action and stay the action pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois. The Company is only a nominal defendant in the Janssen and Sandler Complaints.

The results of the securities class action lawsuits, shareholder derivative lawsuit, and any other future legal proceedings cannot be predicted with certainty. Regardless of their subject matter or merits, such legal proceedings have resulted in and are likely to continue to result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost, could materially damage our reputation and could have a material adverse effect on our business, financial condition, results of operations, and the price of our Class A common stock. In addition, such legal proceedings may make it more difficult to finance our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Following approval by the Compensation Committee of the Board of Directors of the Company, on November 11, 2019, the Company and Melvin Flanigan, the Company’s Chief Financial Officer and Secretary, entered into an amendment to Mr. Flanigan’s employment agreement (the “Amendment”). The Amendment provides that Mr. Flanigan’s annual base salary will be $350,000, increased from $250,000, effective as of October 1, 2019.

Item 6. Exhibits

Exhibits Index


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc.	10-Q	001-37908	3.1	11/10/16

3.2	Amended and Restated Bylaws of Camping World Holdings, Inc.	10-Q	001-37908	3.2	11/10/16

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		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith

4.1	Specimen Stock Certificate evidencing the shares of Class A common stock	S-1/A	333-211977	4.1	9/13/16

10.1	Second Amendment to Seventh Amended and Restated Credit Agreement dated October 8, 2019 by and among FreedomRoads, LLC as borrower, the lenders party thereto, and Bank of America, N.A. as administrative agent	8-K	001-37908	10.1	10/10/19

10.2	Amendment to Employment Agreement, dated November 8, 2019, by and between the Company and Melvin Flanigan					*

31.1	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer					*

31.2	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer					*

32.1	Section 1350 Certification of Chief Executive Officer					**

32.2	Section 1350 Certification of Chief Financial Officer					**

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					***

101.SCH	Inline XBRL Taxonomy Extension Schema Document					***

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					***

101.DEF	Inline XBRL Extension Definition Linkbase Document					***

101.LAB	Inline XBRL Taxonomy Label Linkbase Document					***

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					***

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		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)					***

* Filed herewith

** Furnished herewith

*** Submitted electronically herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Camping World Holdings, Inc.

Date: November 12, 2019	By:	/s/ Melvin L. Flanigan
		Melvin L. Flanigan
		Chief Financial Officer and Secretary

		(Authorized Officer and Principal Financial Officer)