Camping World Holdings, Inc. Reports Record First Quarter Revenue and Second Strongest First Quarter Earnings Since Inception

LINCOLNSHIRE, IL--(BUSINESS WIRE)--Camping World Holdings, Inc. (NYSE: CWH) (the “Company” or “CWH”), America’s Recreation Dealer, today reported results for the first quarter ended March 31, 2022.

Marcus Lemonis, Chairman and CEO of Camping World Holdings, Inc. stated, “I am pleased with how the year has started, particularly in light of general macroeconomic conditions. We know how to navigate when things change up or down. I’ve been reminded of the value of our nimbleness and I am very pleased with how our team pivots and adjusts to maximize profitability.”

First Quarter Operating Highlights

• Revenue was a record $1.7 billion, an increase of $104.6 million, or 6.7%.
• Gross profit was $560.2 million, an increase of $39.7 million, or 7.6%, and gross margin was 33.7%, an increase of 29 basis points.
• Net income of $107.3 million included $8.8 million of pre-tax accelerated intangible asset amortization related to brand transitions and an increase of $5.6 million in pre-tax equity-based compensation expense in 2022 due in part to certain management separations. Additionally, $19.0 million of deferred income tax benefits in 2021 contributed to the net income decrease of $40.1 million, or 27.2%.
• Diluted earnings per share of Class A common stock was $1.02 in 2022 versus $1.40 in 2021, in large part due to the accelerated amortization, equity-based compensation, and 2021 income tax benefits described above. Adjusted earnings per share - diluted ⁽¹⁾ of Class A common stock was $1.15 in 2022 versus $1.40 in 2021.
• Adjusted EBITDA⁽¹⁾ was $182.1 million, a decrease of $7.2 million, or 3.8%.
• New and used vehicle inventories were $1.8 billion, an increase of $ 938.3 million. This increase was driven by strategic growth of our used vehicle business, an additional 14 locations, and the easing of new vehicle supply chain constraints in our core categories experienced in much of the prior year.
• On March 29, 2022, the Company paid our regular quarterly dividend of $0.625 per share of Class A common stock, or $2.50 per share on an annualized basis.

________________________

^(1) Adjusted earnings per share – diluted and adjusted EBITDA are non-GAAP measures. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section later in this press release.

Stock Repurchase Program

During the three months ended March 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under its stock repurchase program for approximately $79.8 million, including commissions paid, at a weighted average price per share of $30.76, which is recorded as treasury stock on the consolidated balance sheets. As of March 31, 2022, the remaining approved amount for repurchases of Class A common stock under the stock repurchase program was approximately $120.2 million and the program expires on December 31, 2025. Between March 31, 2021 and March 31, 2022, total common units in CWGS, LLC, including those held by CWH and the non-controlling interest, decreased 5.4 million to 83.7 million.

Earnings Conference Call and Webcast Information

A conference call to discuss the Company’s first quarter 2022 financial results is scheduled for May 4, 2022, at 7:30 am Central Time. Investors and analysts can participate on the conference call by dialing 1-877-425-9470 (international callers please dial 1-201-389-0878) and using conference ID# 13729203. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at http://investor.campingworld.com. The replay of the conference call webcast will be available on the investor relations website for approximately 90 days.

Presentation

This press release presents historical results for the periods presented for the Company and its subsidiaries, which are presented in accordance with accounting principles generally accepted in the United States (“GAAP”), unless noted as a non-GAAP financial measure. The Company’s initial public offering (“IPO”) and related reorganization transactions (“Reorganization Transactions”) that occurred on October 6, 2016 resulted in the Company as the sole managing member of CWGS Enterprises, LLC (“CWGS, LLC”), with sole voting power in and control of the management of CWGS, LLC. The Company’s position as sole managing member of CWGS, LLC includes periods where the Company has held a minority economic interest in CWGS, LLC. As of March 31, 2022 and December 31, 2021, the Company owned 49.8% and 51.2%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. Unless otherwise indicated, all financial comparisons in this press release compare our financial results for the first quarter ended March 31, 2022 to our financial results from the first quarter ended March 31, 2021.

About Camping World Holdings, Inc.

Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (together with its subsidiaries) is America’s largest retailer of RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle. With over 185 locations in 42 states, Camping World has grown to become prime destinations for everything RV.

For more information, please visit http://www.CampingWorld.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about macroeconomic trends and our business plans and goals, including statements regarding the strength of our business, our long-term plan, potential stock repurchases, future dividend payments and our future financial results. These forward-looking statements are based on management’s current expectations.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the COVID-19 pandemic, which has had, and could have in the future, certain negative impacts on our business; risks related to the cybersecurity incident announced in February 2022; our ability to execute and achieve the expected benefits of our 2019 Strategic Shift; the availability of financing to us and our customers; fuel shortages or high prices for fuel; the success of our manufacturers; general economic conditions in our markets; changes in consumer preferences; competition in our industry; risks related to acquisitions and expansion into new markets; our failure to maintain the strength and value of our brands; our ability to manage our inventory; fluctuations in our same store sales; the cyclical and seasonal nature of our business; our dependence on the availability of adequate capital and risks related to our debt; our reliance on six fulfillment and distribution centers; natural disasters, including epidemic outbreaks; risks associated with selling goods manufactured abroad; our dependence on our relationships with third party suppliers and lending institutions; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; regulatory risks; data privacy and cybersecurity risks; risks related to our intellectual property; the impact of ongoing or future lawsuits against us and certain of our officers and directors; and risks related to our organizational structure.

These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed for the year ended December 31, 2021 and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

In addition, this press release references projected annualized dividend payments. Future declarations of quarterly dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, receipt of excess tax distributions from CWGS Enterprises, LLC, its business prospects and other factors that Camping World’s Board of Directors may deem relevant.

We intend to use our official Facebook, Twitter, and Instagram accounts, each at the handle @CampingWorld, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, investors should subscribe to these accounts, in addition to following our press releases, SEC filings, public conference calls and webcasts. These social media channels may be updated from time to time.

Camping World Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In Thousands Except Per Share Amounts)
	Three Months Ended
	March 31,
		2022			2021
Revenue:
Good Sam Services and Plans	$	44,559		$	40,871
RV and Outdoor Retail
New vehicles		834,959			821,976
Used vehicles		403,032			294,257
Products, service and other		214,973			251,270
Finance and insurance, net		153,378			138,254
Good Sam Club		11,495			11,153
Subtotal		1,617,837			1,516,910
Total revenue		1,662,396			1,557,781
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Good Sam Services and Plans		16,703			14,424
RV and Outdoor Retail
New vehicles		644,370			643,680
Used vehicles		302,825			223,193
Products, service and other		136,160			154,146
Good Sam Club		2,136			1,844
Subtotal		1,085,491			1,022,863
Total costs applicable to revenue		1,102,194			1,037,287
Gross profit:
Good Sam Services and Plans		27,856			26,447
RV and Outdoor Retail
New vehicles		190,589			178,296
Used vehicles		100,207			71,064
Products, service and other		78,813			97,124
Finance and insurance, net		153,378			138,254
Good Sam Club		9,359			9,309
Subtotal		532,346			494,047
Total gross profit		560,202			520,494
Operating expenses:
Selling, general, and administrative		385,315			337,034
Depreciation and amortization		25,535			12,701
Long-lived asset impairment		—			546
Lease termination		178			1,756
Loss (gain) on sale or disposal of assets		49			(99	)
Total operating expenses		411,077			351,938
Income from operations		149,125			168,556
Other expense:
Floor plan interest expense		(6,266	)		(3,390	)
Other interest expense, net		(14,301	)		(12,223	)
Tax Receivable Agreement liability adjustment		—			(3,520	)
Other (expense) income, net		(223	)		45
Total other expense		(20,790	)		(19,088	)
Income before income taxes		128,335			149,468
Income tax expense		(21,036	)		(2,043	)
Net income		107,299			147,425
Less: net income attributable to non-controlling interests		(62,569	)		(85,103	)
Net income attributable to Camping World Holdings, Inc.	$	44,730		$	62,322
Earnings per share of Class A common stock:
Basic	$	1.03		$	1.43
Diluted	$	1.02		$	1.40
Weighted average shares of Class A common stock outstanding:
Basic		43,553			43,584
Diluted		44,215			90,238

Camping World Holdings, Inc.
Supplemental Data
	Three Months Ended March 31,						Increase				Percent
		2022			2021		(decrease)				Change
Unit sales
New vehicles		19,020			21,433			(2,413	)		(11.3	%)
Used vehicles		10,976			10,319			657			6.4	%
Total		29,996			31,752			(1,756	)		(5.5	%)
Average selling price
New vehicles	$	43,899		$	38,351		$	5,548			14.5	%
Used vehicles	$	36,719		$	28,516		$	8,203			28.8	%
Same store unit sales^(1)
New vehicles		17,623			21,143			(3,520	)		(16.6	%)
Used vehicles		10,249			10,233			16			0.2	%
Total		27,872			31,376			(3,504	)		(11.2	%)
Same store revenue^(1) ($ in 000's)
New vehicles	$	777,362		$	812,450		$	(35,088	)		(4.3	%)
Used vehicles		380,149			292,458			87,691			30.0	%
Products, service and other		146,523			181,790			(35,267	)		(19.4	%)
Finance and insurance, net		143,258			136,713			6,545			4.8	%
Total	$	1,447,292		$	1,423,411		$	23,881			1.7	%
Average gross profit per unit
New vehicles	$	10,020		$	8,319		$	1,702			20.5	%
Used vehicles	$	9,130			6,887		$	2,243			32.6	%
Finance and insurance, net per vehicle unit	$	5,113			4,354		$	759			17.4	%
Total vehicle front-end yield^(2)	$	14,808			12,208		$	2,600			21.3	%
Gross margin
Good Sam Services and Plans		62.5	%		64.7	%		(219	)	bps
New vehicles		22.8	%		21.7	%		114		bps
Used vehicles		24.9	%		24.2	%		71		bps
Products, service and other		36.7	%		38.7	%		(199	)	bps
Finance and insurance, net		100.0	%		100.0	%	unch.			bps
Good Sam Club		81.4	%		83.5	%		(205	)	bps
Subtotal RV and Outdoor Retail		32.9	%		32.6	%		34		bps
Total gross margin		33.7	%		33.4	%		29		bps
Inventories ($ in 000's)
New vehicles	$	1,420,136		$	715,085		$	705,051			98.6	%
Used vehicles		423,409			190,176			233,233			122.6	%
Products, parts, accessories and misc.		308,855			284,203			24,652			8.7	%
Total RV and Outdoor Retail inventories	$	2,152,400		$	1,189,464		$	962,936			81.0	%
Vehicle inventory per location ($ in 000's)
New vehicle inventory per dealer location	$	7,934		$	4,334		$	3,600			83.1	%
Used vehicle inventory per dealer location	$	2,365			1,153		$	1,213			105.2	%
Vehicle inventory turnover^(3)
New vehicle inventory turnover		2.5			3.8			(1.3	)		(33.6	%)
Used vehicle inventory turnover		3.4			5.2			(1.8	)		(35.3	%)
Retail locations
RV dealerships		179			165			14			8.5	%
RV service & retail centers		10			10			—			0.0	%
Subtotal		189			175			14			8.0	%
Other retail stores		1			1			—			0.0	%
Total		190			176			14			8.0	%
Other data
Active Customers^(4)		5,464,510			5,488,280			(23,770	)		(0.4	%)
Good Sam Club members		2,101,399			2,120,143			(18,744	)		(0.9	%)
Service bays ^(5)		2,538			2,463			75			3.0	%
Finance and insurance gross profit as a % of total vehicle revenue		12.4	%		12.4	%		0		bps	n/a
Same store locations		170			n/a			n/a			n/a

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

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

^(3)Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

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

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

Camping World Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
($ in Thousands Except Per Share Amounts)
	March 31,			December 31,
		2022			2021
Assets
Current assets:
Cash and cash equivalents	$	139,480		$	267,332
Contracts in transit		135,513			57,741
Accounts receivable, net		116,593			101,644
Inventories		2,152,400			1,792,865
Prepaid expenses and other assets		57,763			64,295
Total current assets		2,601,749			2,283,877
Property and equipment, net		636,500			599,324
Operating lease assets		748,893			750,876
Deferred tax assets, net		185,616			199,321
Intangible assets, net		21,450			30,970
Goodwill		506,954			483,634
Other assets		26,373			24,927
Total assets	$	4,727,535		$	4,372,929
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	221,990		$	136,757
Accrued liabilities		224,995			189,595
Deferred revenues		92,747			95,467
Current portion of operating lease liabilities		63,490			62,217
Current portion of finance lease liabilities		10,393			4,964
Current portion of Tax Receivable Agreement liability		11,322			11,322
Current portion of long-term debt		15,825			15,822
Notes payable – floor plan, net		1,237,208			1,011,345
Other current liabilities		78,369			70,834
Total current liabilities		1,956,339			1,598,323
Operating lease liabilities, net of current portion		770,778			774,889
Finance lease liabilities, net of current portion		72,192			74,752
Tax Receivable Agreement liability, net of current portion		171,476			171,073
Revolving line of credit		20,885			20,885
Long-term debt, net of current portion		1,374,592			1,377,751
Deferred revenues		69,902			69,024
Other long-term liabilities		81,201			52,338
Total liabilities		4,517,365			4,139,035
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021		—			—
Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 47,855,259 issued and 41,688,339 outstanding as of March 31, 2022 and 47,805,259 issued and 44,130,956 outstanding as of December 31, 2021		476			475
Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued as of March 31, 2022 and December 31, 2021; and 41,466,964 outstanding as of March 31, 2022 and December 31, 2021		4			4
Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of March 31, 2022 and December 31, 2021		—			—
Additional paid-in capital		126,071			98,113
Treasury stock, at cost; 5,882,748 and 3,390,131 shares as of March 31, 2022 and December 31, 2021, respectively		(206,098	)		(130,006	)
Retained earnings		207,774			189,471
Total stockholders' equity attributable to Camping World Holdings, Inc.		128,227			158,057
Non-controlling interests		81,943			75,837
Total stockholders' equity		210,170			233,894
Total liabilities and stockholders' equity	$	4,727,535		$	4,372,929

Earnings Per Share

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

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

	Three Months Ended March 31,
(In thousands except per share amounts)		2022			2021
Numerator:
Net income	$	107,299		$	147,425
Less: net income attributable to non-controlling interests		(62,569	)		(85,103	)
Net income attributable to Camping World Holdings, Inc. — basic	$	44,730		$	62,322
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs		332			—
Add: reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock		—			63,980
Net income attributable to Camping World Holdings, Inc. — diluted	$	45,062		$	126,302
Denominator:
Weighted-average shares of Class A common stock outstanding — basic		43,553			43,584
Dilutive options to purchase Class A common stock		88			165
Dilutive restricted stock units		574			955
Dilutive common units of CWGS, LLC that are convertible into Class A common stock		—			45,534
Weighted-average shares of Class A common stock outstanding — diluted		44,215			90,238
Earnings per share of Class A common stock — basic	$	1.03		$	1.43
Earnings per share of Class A common stock — diluted	$	1.02		$	1.40
Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:
Restricted stock units		1,632			1
Common units of CWGS, LLC that are convertible into Class A common stock		42,045			—

Non-GAAP Financial Measures

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

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

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

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

	Three Months Ended March 31,
($ in thousands)	2022		2021
EBITDA and Adjusted EBITDA:
Net income	$	107,299	$	147,425
Other interest expense, net		14,301		12,223
Depreciation and amortization		25,535		12,701
Income tax expense		21,036		2,043
Subtotal EBITDA		168,171		174,392
Long-lived asset impairment (a)		—		546
Lease termination (b)		178		1,756
Loss (gain) on sale or disposal of assets, net (c)		49		(99	)
Equity-based compensation (d)		11,674		6,109
Tax Receivable Agreement liability adjustment (e)		—		3,520
Restructuring costs (f)		2,023		3,067
Adjusted EBITDA	$	182,095	$	189,291

	Three Months Ended March 31,
(as percentage of total revenue)	2022	2021
Adjusted EBITDA margin:
Net income margin	6.5%	9.5%
Other interest expense, net	0.9%	0.8%
Depreciation and amortization	1.5%	0.8%
Income tax expense	1.3%	0.1%
Subtotal EBITDA margin	10.1%	11.2%
Long-lived asset impairment (a)	—	0.0%
Lease termination (b)	0.0%	0.1%
Loss (gain) on sale or disposal of assets, net (c)	0.0%	(0.0%)
Equity-based compensation (d)	0.7%	0.4%
Tax Receivable Agreement liability adjustment (e)	—	0.2%
Restructuring costs (f)	0.1%	0.2%
Adjusted EBITDA margin	11.0%	12.2%

	Three Months Ended									TTM Ended
	March 31,		December 31,			September 30,		June 30,		March 31,
($ in thousands)	2022			2021		2021		2021			2022
Adjusted EBITDA:
Net income	$	107,299	$	59,266		$	189,308	$	246,076	$	601,949
Other interest expense, net		14,301		11,650			11,250		11,789		48,990
Depreciation and amortization		25,535		17,121			23,552		13,044		79,252
Income tax expense		21,036		8,865			38,869		42,347		111,117
Subtotal EBITDA		168,171		96,902			262,979		313,256		841,308
Long-lived asset impairment (a)		—		1,646			316		536		2,498
Lease termination (b)		178		126			329		—		633
Loss (gain) on sale or disposal of assets, net (c)		49		(583	)		96		10		(428	)
Equity-based compensation (d)		11,674		28,867			6,913		6,047		53,501
Tax Receivable Agreement liability adjustment (e)		—		(707	)		—		—		(707	)
Restructuring costs (f)		2,023		2,262			17,362		3,010		24,657
Loss and expense on debt restructure (g)		—		3,023			24		10,421		13,468
Adjusted EBITDA	$	182,095	$	131,536		$	288,019	$	333,280	$	934,930

(a)	Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which relate to locations affected by the 2019 Strategic Shift.
(b)	Represents the loss on the termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.
(c)	Represents an adjustment to eliminate the losses and gains on disposals and sales of various assets.
(d)	Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.
(e)	Represents an adjustment to eliminate the loss (gain) on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.
(f)	Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above (see (b) above).
(g)	Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the previous term loan facility, and $12.1 million in legal and other expenses related to the new term loan facility in 2021.

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

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

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

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

The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure, which is net income attributable to Camping World Holdings, Inc., in the case of the Adjusted Net Income Non-GAAP financial measures; earnings per share of Class A common stock – basic, in the case of Adjusted Earnings Per Share – Basic; and earnings per share of Class A common stock – diluted, in the case of the Adjusted Earnings Per Share – Diluted:

	Three Months Ended March 31,
(In thousands except per share amounts)		2022			2021
Numerator:
Net income attributable to Camping World Holdings, Inc.	$	44,730		$	62,322
Adjustments related to basic calculation:
Long-lived asset impairment (a):
Gross adjustment		—			546
Income tax expense for above adjustment (b)		—			—
Lease termination (c):
Gross adjustment		178			1,756
Income tax expense for above adjustment (b)		—			(39	)
Loss (gain) on sale or disposal of assets (d):
Gross adjustment		49			(99	)
Income tax expense for above adjustment (b)		—			(1	)
Equity-based compensation (e):
Gross adjustment		11,674			6,109
Income tax expense for above adjustment (b)		(1,337	)		(654	)
Tax Receivable Agreement liability adjustment (f):
Gross adjustment		—			3,520
Income tax expense for above adjustment (b)		—			(898	)
Restructuring costs (g)
Gross adjustment		2,023			3,067
Income tax expense for above adjustment (b)		—			(13	)
Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (h)		(6,827	)		(5,809	)
Adjusted net income attributable to Camping World Holdings, Inc. – basic		50,490			69,807
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 (i)		533			—
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)		(158	)		—
Reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (i)		—			90,912
Income tax on reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (j)		—			(21,852	)
Assumed income tax expense of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the dilutive exchange of common units in CWGS, LLC (k)		—			(12,919	)
Adjusted net income attributable to Camping World Holdings, Inc. – diluted	$	50,865		$	125,948
Denominator:
Weighted-average Class A common shares outstanding – basic		43,553			43,584
Adjustments related to diluted calculation:
Dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (l)		—			45,534
Dilutive options to purchase Class A common stock (l)		88			165
Dilutive restricted stock units (l)		574			955
Adjusted weighted average Class A common shares outstanding – diluted		44,215			90,238
Adjusted earnings per share - basic	$	1.16		$	1.60
Adjusted earnings per share - diluted	$	1.15		$	1.40
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 (i)	$	68,863		$	—
Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (j)	$	(20,392	)	$	—
Assumed income tax benefit of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive exchange of common units in CWGS, LLC (k)	$	6,348		$	—
Denominator:
Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (l)		42,045			—
Reconciliation of per share amounts:
Earnings per share of Class A common stock - basic	$	1.03		$	1.43
Non-GAAP Adjustments (n)		0.13			0.17
Adjusted earnings per share - basic	$	1.16		$	1.60
Earnings per share of Class A common stock - diluted	$	1.02		$	1.40
Non-GAAP Adjustments (n)		0.13			0.17
Dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (o)		—			(0.17	)
Adjusted earnings per share - diluted	$	1.15		$	1.40

(a)	Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which relate to locations affected by the 2019 Strategic Shift.
(b)	Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses an effective tax rate of 25.4% and 25.5% for the adjustments for the 2022 and 2021 periods, respectively, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.
(c)	Represents the loss on termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities.
(d)	Represents an adjustment to eliminate the gains and losses on disposals and sales of various assets.
(e)	Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.
(f)	Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.
(g)	Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include other associated costs. These costs exclude lease termination costs, which are presented separately above (see (c) above).
(h)	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 49.1% and 51.1% for the three months ended March 31, 2022 and 2021, respectively.
(i)	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.
(j)	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 25.4% and 25.5% for the adjustments for 2022 and 2021 periods, respectively.
(k)	Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. However, for the three months ended March 31, 2021, this adjustment included the reversal of the $14.9 million release of valuation allowance for Camping World, Inc. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.4% and 25.5% during the 2022 and 2021 periods, respectively, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts and the $14.9 million release of valuation allowance during the three months ended March 31, 2021 was considered to be reversed and excluded from adjusted net income attributable to Camping World Holdings, Inc. – diluted for purposes of this calculation.
(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 the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (h) above).
(o)	Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP earnings per share calculations.

Our “Up-C” corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure. There can be a significant fluctuation in the numerator and denominator for the calculation of our adjusted earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period. To improve comparability of our financial results, users of our financial statements may find it useful to review our earnings per share assuming the full exchange of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (m) above).

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 Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our unaudited consolidated financial statements included elsewhere in this press release as indicators of financial performance. Some of the limitations are:

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

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