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

Camping World Holdings, Inc. (NYSE: CWH) (the “Company”), America’s Recreation Dealer, today reported results for the second quarter ended June 30, 2021.

Second Quarter Operating Highlights(1)

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

2021 Adjusted EBITDA Guidance Update

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

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

(2) Adjusted earnings per share – diluted, adjusted EBITDA, adjusted EBITDA Margin, and Trailing Twelve-Month Adjusted EBITDA are non-GAAP measures. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section later in this press release. A reconciliation for the Company’s Adjusted EBITDA outlook to the corresponding GAAP measure on a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide reconciling information with respect to certain items. However, in 2021 the Company expects equity-based compensation of approximately $27-30 million, depreciation and amortization of approximately $53-58 million, other interest expense of approximately $47-50 million, and restructuring charges of approximately $10-13 million, each of which is a reconciling item to Net Income.

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

Stock Repurchase Program

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

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

Earnings Conference Call and Webcast Information

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

Presentation

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

About Camping World Holdings, Inc.

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

For more information, please visit www.CampingWorld.com.

Forward-Looking Statements

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

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

These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10‑K filed for the year ended December 31, 2020 and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Investor Conference

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

Camping World Holdings, Inc. and Subsidiaries

 

Consolidated Statements of Operations (unaudited)

 

(In Thousands Except Per Share Amounts)

 

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Revenue:

Good Sam Services and Plans

$

46,902

$

44,519

$

87,773

$

91,727

RV and Outdoor Retail

New vehicles

1,058,778

898,175

1,880,754

1,395,492

Used vehicles

460,137

274,910

754,394

481,575

Products, service and other

305,554

231,172

556,824

403,795

Finance and insurance, net

177,685

147,318

315,939

239,774

Good Sam Club

12,751

10,651

23,904

21,655

Subtotal

2,014,905

1,562,226

3,531,815

2,542,291

Total revenue

2,061,807

1,606,745

3,619,588

2,634,018

Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):

Good Sam Services and Plans

17,180

15,234

31,604

37,093

RV and Outdoor Retail

New vehicles

758,108

752,570

1,401,788

1,179,012

Used vehicles

334,829

208,829

558,022

372,622

Products, service and other

189,952

139,341

344,098

249,610

Good Sam Club

1,895

2,133

3,739

4,380

Subtotal

1,284,784

1,102,873

2,307,647

1,805,624

Total costs applicable to revenue

1,301,964

1,118,107

2,339,251

1,842,717

Operating expenses:

Selling, general, and administrative

432,249

271,591

769,283

539,247

Debt restructure expense

9,031

9,031

Depreciation and amortization

13,044

12,567

25,745

26,645

Long-lived asset impairment

536

1,082

6,569

Lease termination

868

1,756

1,452

(Gain) loss on disposal of assets

10

272

(89)

783

Total operating expenses

454,870

285,298

806,808

574,696

Income from operations

304,973

203,340

473,529

216,605

Other income (expense):

Floor plan interest expense

(3,371)

(5,098)

(6,761)

(13,702)

Other interest expense, net

(11,789)

(14,547)

(24,012)

(29,205)

Loss on debt restructure

(1,390)

(1,390)

Tax Receivable Agreement liability adjustment

(3,520)

Other income, net

45

Total other expense

(16,550)

(19,645)

(35,638)

(42,907)

Income before income taxes

288,423

183,695

437,891

173,698

Income tax expense

(42,347)

(20,473)

(44,390)

(24,605)

Net income

246,076

163,222

393,501

149,093

Less: net income attributable to non-controlling interests

(136,888)

(105,145)

(221,991)

(99,176)

Net income attributable to Camping World Holdings, Inc.

$

109,188

$

58,077

$

171,510

$

49,917

Earnings per share of Class A common stock:

Basic

$

2.37

$

1.54

$

3.83

$

1.33

Diluted

$

2.33

$

1.54

$

3.74

$

1.32

Weighted average shares of Class A common stock outstanding:

Basic

45,983

37,635

44,790

37,585

Diluted

47,550

89,689

90,422

89,578

Camping World Holdings, Inc.

 

Supplemental Data

 

Three Months Ended June 30,

Increase

Percent

2021

2020

(decrease)

Change

Unit sales

New vehicles

26,181

27,168

(987

)

(3.6

)%

Used vehicles

14,319

11,618

2,701

23.2

%

Total

40,500

38,786

1,714

4.4

%

Average selling price

New vehicles

$

40,441

$

33,060

$

7,381

22.3

%

Used vehicles

$

32,135

$

23,662

$

8,472

35.8

%

Same store unit sales(1)

New vehicles

23,541

26,840

(3,299

)

(12.3

)%

Used vehicles

13,061

11,501

1,560

13.6

%

Total

36,602

38,341

(1,739

)

(4.5

)%

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

New vehicles

$

958,142

$

886,778

$

71,364

8.0

%

Used vehicles

425,396

271,825

153,571

56.5

%

Products, service and other

214,041

171,451

42,590

24.8

%

Finance and insurance, net

162,922

145,882

17,040

11.7

%

Total

$

1,760,501

$

1,475,936

$

284,565

19.3

%

Average gross profit per unit

New vehicles

$

11,484

$

5,359

$

6,125

114.3

%

Used vehicles

$

8,751

$

5,688

$

3,063

53.9

%

Finance and insurance, net per vehicle unit

$

4,387

$

3,798

$

589

15.5

%

Total vehicle front-end yield(2)

$

14,905

$

9,256

$

5,649

61.0

%

Gross margin

Good Sam Services and Plans

63.4

%

65.8

%

(241

)

bps

New vehicles

28.4

%

16.2

%

1,219

bps

Used vehicles

27.2

%

24.0

%

320

bps

Products, service and other

37.8

%

39.7

%

(189

)

bps

Finance and insurance, net

100.0

%

100.0

%

unch.

bps

Good Sam Club

85.1

%

80.0

%

516

bps

Subtotal RV and Outdoor Retail

36.2

%

29.4

%

683

bps

Total gross margin

36.9

%

30.4

%

644

bps

Inventories ($ in 000's)

New vehicles

$

645,670

$

711,164

$

(65,494

)

(9.2

)%

Used vehicles

259,511

126,687

132,824

104.8

%

Products, parts, accessories and misc.

291,506

214,357

77,149

36.0

%

Total RV and Outdoor Retail inventories

$

1,196,687

$

1,052,208

$

144,479

13.7

%

Vehicle inventory per location ($ in 000's)

New vehicle inventory per dealer location

$

3,669

$

4,679

$

(1,010

)

(21.6

)%

Used vehicle inventory per dealer location

$

1,474

833

$

641

76.9

%

Vehicle inventory turnover(3)

New vehicle inventory turnover

3.9

2.3

1.6

66.7

%

Used vehicle inventory turnover

5.0

4.7

0.3

5.6

%

Retail locations

RV dealerships

176

152

24

15.8

%

RV service & retail centers

10

10

0.0

%

Subtotal

186

162

24

14.8

%

Other retail stores

1

2

(1

)

(50.0

)%

Total

187

164

23

14.0

%

Other data

Active Customers(4)

5,482,640

5,220,367

262,273

5.0

%

Good Sam Club members

2,215,227

2,067,253

147,974

7.2

%

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

11.7

%

12.6

%

(86

)

bps

n/a

Same store locations

158

n/a

n/a

n/a

Six Months Ended June 30,

Increase

Percent

2021

2020

(decrease)

Change

Unit sales

New vehicles

47,614

41,376

6,238

15.1

%

Used vehicles

24,638

20,300

4,338

21.4

%

Total

72,252

61,676

10,576

17.1

%

Average selling price

New vehicles

$

39,500

$

33,727

$

5,773

17.1

%

Used vehicles

$

30,619

$

23,723

$

6,896

29.1

%

Same store unit sales(1)

New vehicles

43,569

40,678

2,891

7.1

%

Used vehicles

22,803

19,985

2,818

14.1

%

Total

66,372

60,663

5,709

9.4

%

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

New vehicles

$

1,729,426

$

1,371,604

$

357,822

26.1

%

Used vehicles

704,910

474,016

230,894

48.7

%

Products, service and other

381,929

298,314

83,615

28.0

%

Finance and insurance, net

292,834

236,309

56,525

23.9

%

Total

$

3,109,099

$

2,380,243

$

728,855

30.6

%

Average gross profit per unit

New vehicles

$

10,059

$

5,232

$

4,827

92.3

%

Used vehicles

7,970

5,367

2,603

48.5

%

Finance and insurance, net per vehicle unit

4,373

3,888

485

12.5

%

Total vehicle front-end yield(2)

13,720

9,164

4,556

49.7

%

Gross margin

Good Sam Services and Plans

64.0

%

59.6

%

443

bps

New vehicles

25.5

%

15.5

%

995

bps

Used vehicles

26.0

%

22.6

%

341

bps

Products, service and other

38.2

%

38.2

%

2

bps

Finance and insurance, net

100.0

%

100.0

%

unch.

bps

Good Sam Club

84.4

%

79.8

%

458

bps

Subtotal RV and Outdoor Retail

34.7

%

29.0

%

568

bps

Total gross margin

35.4

%

30.0

%

533

bps

Inventories ($ in 000's)

New vehicles

$

645,670

$

711,164

$

(65,494

)

(9.2

)%

Used vehicles

259,511

126,687

132,824

104.8

%

Products, parts, accessories and misc.

291,506

214,357

77,149

36.0

%

Total RV and Outdoor Retail inventories

$

1,196,687

$

1,052,208

$

144,479

13.7

%

Vehicle inventory per location ($ in 000's)

New vehicle inventory per dealer location

$

3,669

$

4,679

$

(1,010

)

(21.6

)%

Used vehicle inventory per dealer location

1,474

833

641

76.9

%

Vehicle inventory turnover(3)

New vehicle inventory turnover

3.9

2.3

1.6

66.7

%

Used vehicle inventory turnover

5.0

4.7

0.3

5.6

%

Retail locations

RV dealerships

176

152

24

15.8

%

RV service & retail centers

10

10

0.0

%

Subtotal

186

162

24

14.8

%

Other retail stores

1

2

(1

)

(50.0

)%

Total

187

164

23

14.0

%

Other data

Active Customers(4)

5,482,640

5,220,367

262,273

5.0

%

Good Sam Club members

2,215,227

2,067,253

147,974

7.2

%

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

12.0

%

12.8

%

(78

)

bps

n/a

Same store locations

158

n/a

n/a

n/a

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

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

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

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

Camping World Holdings, Inc. and Subsidiaries

 

Consolidated Balance Sheets (unaudited)

 

 ($ in Thousands Except Per Share Amounts)

 

June 30,

December 31,

2021

2020

Assets

Current assets:

Cash and cash equivalents

$

191,507

$

166,072

Contracts in transit

150,919

48,175

Accounts receivable, net

95,854

83,422

Inventories

1,196,705

1,136,345

Prepaid expenses and other assets

55,307

60,211

Total current assets

1,690,292

1,494,225

Property and equipment, net

456,406

367,898

Operating lease assets

795,895

769,487

Deferred tax assets, net

223,248

165,708

Intangible assets, net

30,769

30,122

Goodwill

483,295

413,123

Other assets

16,917

15,868

Total assets

$

3,696,822

$

3,256,431

Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable

$

261,696

$

148,462

Accrued liabilities

212,391

137,688

Deferred revenues

94,448

88,213

Current portion of operating lease liabilities

62,961

62,405

Current portion of finance lease liabilities

2,619

2,240

Current portion of Tax Receivable Agreement liability

12,330

8,089

Current portion of long-term debt

11,283

12,174

Notes payable – floor plan, net

485,645

522,455

Other current liabilities

78,749

53,795

Total current liabilities

1,222,122

1,035,521

Operating lease liabilities, net of current portion

830,408

804,555

Finance lease liabilities, net of current portion

36,529

27,742

Tax Receivable Agreement liability, net of current portion

167,521

137,845

Revolving line of credit

20,885

20,885

Long-term debt, net of current portion

1,069,702

1,122,675

Deferred revenues

69,868

61,519

Other long-term liabilities

64,312

54,920

Total liabilities

3,481,347

3,265,662

Commitments and contingencies

Stockholders' equity (deficit):

Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020

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

470

428

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

4

5

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

Additional paid-in capital

93,509

63,342

Treasury stock, at cost; 1,501,690 and 572,447 shares as of June 30, 2021 and December 31, 2020

(54,783

)

(15,187

)

Retained earnings (deficit)

127,783

(21,814

)

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

166,983

26,774

Non-controlling interests

48,492

(36,005

)

Total stockholders' equity (deficit)

215,475

(9,231

)

Total liabilities and stockholders' equity (deficit)

$

3,696,822

$

3,256,431

Earnings Per Share

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

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

Three Months Ended

Six Months Ended

June 30,

June 30,

(In thousands except per share amounts)

2021

2020

2021

2020

Numerator:

Net income

$

246,076

$

163,222

$

393,501

$

149,093

Less: net income attributable to non-controlling interests

(136,888

)

(105,145

)

(221,991

)

(99,176

)

Net income attributable to Camping World Holdings, Inc. — basic

$

109,188

$

58,077

171,510

49,917

Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

1,772

Add: reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock

79,603

166,495

68,383

Net income attributable to Camping World Holdings, Inc. — diluted

$

110,960

$

137,680

$

338,005

$

118,300

Denominator:

Weighted-average shares of Class A common stock outstanding — basic

45,983

37,635

44,790

37,585

Dilutive options to purchase Class A common stock

169

167

Dilutive restricted stock units

1,398

434

1,177

359

Dilutive common units of CWGS, LLC that are convertible into Class A common stock

51,620

44,288

51,634

Weighted-average shares of Class A common stock outstanding — diluted

47,550

89,689

90,422

89,578

Earnings per share of Class A common stock — basic

$

2.37

$

1.54

$

3.83

$

1.33

Earnings per share of Class A common stock — diluted

$

2.33

$

1.54

$

3.74

$

1.32

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:

Stock options to purchase Class A common stock

715

726

Restricted stock units

14

620

8

658

Common units of CWGS, LLC that are convertible into Class A common stock

43,057

Non-GAAP Financial Measures

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

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

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

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

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

($ in thousands)

2021

2020

2021

2020

EBITDA:

Net income

$

246,076

$

163,222

$

393,501

$

149,093

Other interest expense, net

11,789

14,547

24,012

29,205

Depreciation and amortization

13,044

12,567

25,745

26,645

Income tax expense

42,347

20,473

44,390

24,605

Subtotal EBITDA

313,256

210,809

487,648

229,548

Loss and expense on debt restructure (a)

10,421

10,421

Long-lived asset impairment (b)

536

1,082

6,569

Lease termination (c)

868

1,756

1,452

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

10

272

(89)

783

Equity-based compensation (e)

6,047

4,182

12,156

7,494

Tax Receivable Agreement adjustment (f)

3,520

Restructuring costs (g)

3,010

4,591

6,077

10,873

Adjusted EBITDA

$

333,280

$

220,722

$

522,571

$

256,719

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

(as percentage of total revenue)

2021

2020

2021

2020

EBITDA margin:

Net income margin

11.9%

10.2%

10.9%

5.7%

Other interest expense, net

0.6%

0.9%

0.7%

1.1%

Depreciation and amortization

0.6%

0.8%

0.7%

1.0%

Income tax expense

2.1%

1.3%

1.2%

0.9%

Subtotal EBITDA margin

15.2%

13.1%

13.5%

8.7%

Loss and expense on debt restructure (a)

0.5%

0.3%

Long-lived asset impairment (b)

0.0%

0.0%

0.2%

Lease termination (c)

0.1%

0.0%

0.1%

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

0.0%

0.0%

(0.0)%

0.0%

Equity-based compensation (e)

0.3%

0.3%

0.3%

0.3%

Tax Receivable Agreement adjustment (f)

0.1%

Restructuring costs (g)

0.1%

0.3%

0.2%

0.4%

Adjusted EBITDA margin

16.2%

13.7%

14.4%

9.7%

Three Months Ended

TTM Ended

June 30,

March 31,

December 31,

September 30,

June 30,

($ in thousands)

2021

2021

2020

2020

2021

Trailing Twelve-Month Adjusted EBITDA:

Net income

$

246,076

$

147,425

$

40,338

$

154,784

$

588,623

Other interest expense, net

11,789

12,223

12,588

12,896

49,496

Depreciation and amortization

13,044

12,701

13,032

12,304

51,081

Income tax expense

42,347

2,043

10,740

22,398

77,528

Subtotal EBITDA

313,256

174,392

76,698

202,382

766,728

Loss and expense on debt restructure (a)

10,421

10,421

Long-lived asset impairment (b)

536

546

1,406

4,378

6,866

Lease termination (c)

1,756

2,590

505

4,851

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

10

(99)

670

(121)

460

Equity-based compensation (e)

6,047

6,109

6,966

6,201

25,323

Tax Receivable Agreement adjustment (f)

3,520

(141)

3,379

Restructuring costs (g)

3,010

3,067

3,047

3,689

12,813

Adjusted EBITDA

$

333,280

$

189,291

$

91,236

$

217,034

$

830,841

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

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

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

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

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

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

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

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

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

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

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

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

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

(In thousands except per share amounts)

2021

2020

2021

2020

Numerator:

Net income attributable to Camping World Holdings, Inc.

$

109,188

$

58,077

$

171,510

$

49,917

Adjustments related to basic calculation:

Loss and expense on debt restructure (a):

Gross adjustment

10,421

10,421

Income tax expense for above adjustment (b)

(1,373)

(1,373)

Long-lived asset impairment (c):

Gross adjustment

536

1,082

6,569

Income tax expense for above adjustment (b)

(13)

Lease termination (d):

Gross adjustment

868

1,756

1,452

Income tax expense for above adjustment (b)

(23)

(39)

(23)

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

Gross adjustment

10

272

(89)

783

Income tax expense for above adjustment (b)

3

(2)

2

(3)

Equity-based compensation (f):

Gross adjustment

6,047

4,182

12,156

7,494

Income tax expense for above adjustment (b)

(707)

(383)

(1,361)

(685)

Tax Receivable Agreement liability adjustment (g):

Gross adjustment

3,520

Income tax expense for above adjustment (b)

(898)

Restructuring costs (h):

Gross adjustment

3,010

4,591

6,077

10,873

Income tax expense for above adjustment (b)

(52)

(23)

(65)

(58)

Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (i)

(9,680)

(5,733)

(15,489)

(15,727)

Adjusted net income attributable to Camping World Holdings, Inc. – basic

117,403

61,826

187,210

60,579

Adjustments related to diluted calculation:

Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)

2,533

550

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k)

(628)

(145)

Reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (j)

110,878

237,480

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (k)

(26,132)

(58,213)

Assumed income tax expense of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the dilutive exchange of common units in CWGS, LLC (l)

(1,708)

(12,693)

Adjusted net income attributable to Camping World Holdings, Inc. – diluted

$

119,308

$

144,864

$

353,784

$

60,984

Denominator:

Weighted-average Class A common shares outstanding – basic

45,983

37,635

44,790

37,585

Adjustments related to diluted calculation:

Dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (m)

51,620

44,288

Dilutive options to purchase Class A common stock (m)

169

167

Dilutive restricted stock units (m)

1,398

434

1,177

359

Adjusted weighted average Class A common shares outstanding – diluted

47,550

89,689

90,422

37,944

Adjusted earnings per share - basic

$

2.55

$

1.64

$

4.18

$

1.61

Adjusted earnings per share - diluted

$

2.51

$

1.62

$

3.91

$

1.61

Anti-dilutive amounts (n):

Numerator:

Reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (j)

$

144,035

$

$

$

114,353

Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (k)

$

(35,733)

$

$

$

(31,720)

Assumed income tax benefit of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive exchange of common units in CWGS, LLC (l)

$

226

$

$

$

6,435

Denominator:

Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (m)

43,057

51,634

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

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

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

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

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

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

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

(h) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above.

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

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

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

(l) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. However, for the three and six months ended June 30, 2021, this adjustment included the reversal of the $0.1 million expense and $14.8 million benefit, respectively, from changes in the valuation allowance for Camping World, Inc. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.5% and 25.0% during the 2021 and 2020 periods, respectively, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts and the $14.8 million release of valuation allowance during the six months ended June 30, 2021 was considered to be reversed and excluded from adjusted net income (loss) attributable to Camping World Holdings, Inc. – diluted for purposes of this calculation.

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

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

Uses and Limitations of Non-GAAP Financial Measures

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

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

By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our unaudited consolidated financial statements included elsewhere in this press release as indicators of financial performance. Some of the limitations are:

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

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

Contacts:

Investors:
InvestorRelations@campingworld.com
(866) 895-5330

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