# Camping World Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2020

- Company: [Camping World Holdings, Inc.](/companies/cwh.md) (CIK 1669779)
- Form: 10-Q
- Filed: 2020-08-06
- Accepted by EDGAR: Aug 6, 2020, 20:32 ET
- Period: 2020-06-30
- Accession: 0001558370-20-009686
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1669779/000155837020009686/cwh-20200630x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1669779/000155837020009686/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2020-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2020-04-01 to 2020-06-30 | $1.61bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2020-01-01 to 2020-06-30 | $2.63bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2020-04-01 to 2020-06-30 | $1.12bn | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2020-01-01 to 2020-06-30 | $1.84bn | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2020-04-01 to 2020-06-30 | $271.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2020-01-01 to 2020-06-30 | $539.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2020-04-01 to 2020-06-30 | $203.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2020-01-01 to 2020-06-30 | $216.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2020-04-01 to 2020-06-30 | $20.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2020-01-01 to 2020-06-30 | $24.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2020-04-01 to 2020-06-30 | $58.1m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2020-01-01 to 2020-06-30 | $49.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2020-04-01 to 2020-06-30 | $1.54 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2020-01-01 to 2020-06-30 | $1.32 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2020-04-01 to 2020-06-30 | $1.54 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2020-01-01 to 2020-06-30 | $1.33 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2020-04-01 to 2020-06-30 | 89,689,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2020-01-01 to 2020-06-30 | 89,578,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2020-01-01 to 2020-06-30 | $515.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2020-01-01 to 2020-06-30 | $11.5m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2020-06-30 | $227.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2020-06-30 | $1.59bn | us-gaap:AssetsCurrent |
| Total assets | at 2020-06-30 | $3.26bn | us-gaap:Assets |
| Current liabilities | at 2020-06-30 | $1.12bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2020-06-30 | $3.33bn | us-gaap:Liabilities |
| Shareholders' equity | at 2020-06-30 | $8.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 118,713 characters.

### MANAGEMENT’S DISCUSSION AND ANALYSIS OF

### FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

*For purposes of this Form 10-Q, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is June 30, 2020, our most recently completed fiscal quarter. Additionally, references herein to the approximately 11 million U.S. households that own a recreational vehicle ("RV") are based on data from the RV Industry Association.*

### Overview

Camping World Holdings, Inc. (together with its subsidiaries) is America’s largest retailer of recreational 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 lifestyle. On June 30, 2020, we operated a total of 164 retail locations, with 162 of these selling and/or servicing RVs. See Note 1 – Summary of Significant Accounting Policies to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

After several years of strong growth, the overall RV industry experienced decelerating demand for new vehicles in 2018 and 2019. Along with the decelerating demand trends, wholesale shipments of new RV vehicles declined 16.0% in 2019 according to the RV Industry Association’s survey of manufacturers. In late 2019, the demand for new RVs across the overall RV industry began improving and wholesale shipments of new RVs increased 13.2% in the first two months of 2020 according to the RV Industry Association’s survey of manufacturers.

With the COVID-19 crisis causing many state and local governments to issue “stay-at-home” and “shelter-in-place” restrictions in mid-to-late March, sales and traffic levels across the RV industry declined significantly in April 2020. In response to the COVID-19 pandemic, many RV manufacturers, including Thor Industries, Forest River, Inc., and Winnebago Industries, temporarily suspended production from late March to mid-May. This led to a 44.6% decrease in wholesale shipments of new RVs for the three month period of March, April, and May 2020, according to the RV Industry Association’s survey of manufacturers. In conjunction with the stay-at-home and shelter-in-place restrictions enacted in many areas, the Company saw significant sequential declines in its overall customer traffic levels and its overall revenues from the mid-March to mid-to-late April 2020 timeframe. In the latter part of April, the Company began to see a significant improvement in its online web traffic levels and number of electronic leads, and in early May, the Company began to see improvements in its overall revenue levels. As the stay-at-home restrictions began to ease across certain areas of the country the Company experienced significant acceleration in its in-store and online traffic and revenue trends in May and June 2020. The Company has also taken steps to add new private label lines, expand its relationships with smaller RV manufacturers, and acquire used inventory from distressed sellers to help manage risks in its supply chain.

### Segments

The Company has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. See Note 18 — Segment Information to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

### COVID-19

As discussed in Note 1 — Summary of Significant Accounting Policies — COVID-19 to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q, the COVID-19 pandemic adversely impacted our business from mid-March through much of April 2020, but shifted to a favorable impact beginning primarily in May 2020.

In response to the pandemic, we have implemented preparedness plans to keep our employees and customers safe, which include social distancing, providing employees with face coverings and/or other protective clothing as required, implementing additional cleaning and sanitization routines, and work-from-home orders for a significant portion of our workforce. The majority of our RV and Outdoor Retail locations have continued to operate as essential businesses and consequently have remained open to serve our customers through the pandemic, and we continue to operate our e-commerce business. As of June 30, 2020, we have temporarily closed three of our dealerships and two of our specialty retail locations as a result of COVID-19. We temporarily reduced salaries and hours throughout the Company, including for our executive officers and implemented headcount and other cost reductions primarily from the middle of March 2020 through the middle of May 2020, in an attempt to better align expenses with the initially expected reduced sales resulting from the impact of COVID-19 on our business. Most of these temporary salary reductions ended in May 2020 as the adverse impacts of the pandemic began to decline and we increased hours for certain employees and reinstated many positions from the initial headcount reductions as the demand for our products increased.

In conjunction with the stay-at-home and shelter-in-place restrictions enacted in many areas, we saw significant sequential declines in overall customer traffic levels and overall revenues from the mid-March to mid-to-late April 2020 timeframe. In the latter part of April, we began to see a significant improvement in online web traffic levels, and in early May, we began to see improvements in overall revenue levels. As the stay-at-home restrictions began to ease across certain areas of the country, we experienced significant acceleration in our in-store traffic and revenue trends in May and June 2020. We believe that as stay-at-home restrictions around the U.S. continue to ease, the demand for safe travel modalities and recreational activities away from home will continue to increase, since we believe that the RV industry has benefitted and will continue to benefit from an anticipated slow recovery of the cruise line, air travel and hotel industries.

We have been implementing marketing and operational plans to optimize our leadership position through the recovery, regardless of the ultimate timing and slope of the recovery curve. We have adapted our sales practices to accommodate customers’ safety concerns in this COVID-19 environment, such as offering virtual tours of RVs and providing home delivery options.

If stay-at-home and shelter-in-place restrictions are put back into place or as other modes of transportation recover from the impact of COVID-19, the increased demand for our products may not be sustained. We are unable to accurately quantify the impact that COVID-19 could have on our business, results of operations and liquidity due to numerous uncertainties, including the severity of the disease, the duration of the pandemic, including additional waves of infection, the economic impact of the pandemic, actions that may be taken by governmental authorities and other as yet unanticipated consequences. In addition, there could be weakening demand for items that are not basic goods, and our supply chain could be disrupted in the future as a result of the outbreak, such as if Thor Industries, Inc. was to again close its North American production facilities as it did from late March to early May 2020. Either of these events could have a materially adverse impact on our operating results. Please refer to “Risk Factors” in Item 1A of Part II of this Form 10-Q for updated risk factors related to the COVID-19 outbreak.

### Strategic Shift

In 2019, we made a strategic decision to refocus our business around our core RV competencies. See Note 4 — Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

### Results of Operations

### Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

The following table sets forth information comparing the components of net income for the three months ended June 30, 2020 and 2019:

*($ in thousands)*

| ​ ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2020 ​ ​ Amount ​ ​ ​ ​ | ​ ​ ​ ​ | ​ Percent of Revenue ​ ​ | ​ ​ ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ Amount ​ ​ ​ ​ | ​ ​ ​ ​ | ​ Percent of Revenue ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $44,519 | ​ | 2.8% | ​ | $44,694 | ​ | 3.0% | ​ | $(175) | ​ | (0.4%) |
| RV and Outdoor Retail: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 898,175 | ​ | 55.9% | ​ | ​ 778,870 | ​ | 52.8% | ​ | ​ 119,305 | ​ | 15.3% |
| Used vehicles | ​ | ​ 274,910 | ​ | 17.1% | ​ | ​ 245,749 | ​ | 16.7% | ​ | ​ 29,161 | ​ | 11.9% |
| Products, service and other | ​ | ​ 231,172 | ​ | 14.4% | ​ | ​ 264,426 | ​ | 17.9% | ​ | ​ (33,254) | ​ | (12.6%) |
| Finance and insurance, net | ​ | ​ 147,318 | ​ | 9.2% | ​ | ​ 128,225 | ​ | 8.7% | ​ | ​ 19,093 | ​ | 14.9% |
| Good Sam Club | ​ | ​ 10,651 | ​ | 0.7% | ​ | ​ 12,383 | ​ | 0.8% | ​ | ​ (1,732) | ​ | (14.0%) |
| Subtotal | ​ | ​ 1,562,226 | ​ | 97.2% | ​ | ​ 1,429,653 | ​ | 97.0% | ​ | ​ 132,573 | ​ | 9.3% |
| Total revenue | ​ | ​ 1,606,745 | ​ | 100.0% | ​ | ​ 1,474,347 | ​ | 100.0% | ​ | ​ 132,398 | ​ | 9.0% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Gross profit (exclusive of depreciation and amortization shown separately below): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 29,285 | ​ | 1.8% | ​ | ​ 25,948 | ​ | 1.8% | ​ | ​ 3,337 | ​ | 12.9% |
| RV and Outdoor Retail: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 145,605 | ​ | 9.1% | ​ | ​ 97,471 | ​ | 6.6% | ​ | ​ 48,134 | ​ | 49.4% |
| Used vehicles | ​ | ​ 66,081 | ​ | 4.1% | ​ | ​ 53,068 | ​ | 3.6% | ​ | ​ 13,013 | ​ | 24.5% |
| Products, service and other | ​ | ​ 91,831 | ​ | 5.7% | ​ | ​ 95,819 | ​ | 6.5% | ​ | ​ (3,988) | ​ | (4.2%) |
| Finance and insurance, net | ​ | ​ 147,318 | ​ | 9.2% | ​ | ​ 128,225 | ​ | 8.7% | ​ | ​ 19,093 | ​ | 14.9% |
| Good Sam Club | ​ | ​ 8,518 | ​ | 0.5% | ​ | ​ 9,459 | ​ | 0.6% | ​ | ​ (941) | ​ | (9.9%) |
| Subtotal | ​ | ​ 459,353 | ​ | 28.6% | ​ | ​ 384,042 | ​ | 26.0% | ​ | ​ 75,311 | ​ | 19.6% |
| Total gross profit | ​ | ​ 488,638 | ​ | 30.4% | ​ | ​ 409,990 | ​ | 27.8% | ​ | ​ 78,648 | ​ | 19.2% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Operating expenses: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Selling, general and administrative expenses | ​ | ​ 271,591 | ​ | 16.9% | ​ | ​ 303,366 | ​ | 20.6% | ​ | ​ 31,775 | ​ | 10.5% |
| Depreciation and amortization | ​ | ​ 12,567 | ​ | 0.8% | ​ | ​ 13,946 | ​ | 0.9% | ​ | ​ 1,379 | ​ | 9.9% |
| Lease termination | ​ | ​ 868 | ​ | 0.1% | ​ | ​ — | ​ | — | ​ | ​ (868) | ​ | (100.0%) |
| Loss on disposal of assets | ​ | ​ 272 | ​ | 0.0% | ​ | ​ 2,374 | ​ | 0.2% | ​ | ​ 2,102 | ​ | 88.5% |
| Total operating expenses | ​ | ​ 285,298 | ​ | 17.8% | ​ | ​ 319,686 | ​ | 21.7% | ​ | ​ 34,388 | ​ | 10.8% |
| Income from operations | ​ | ​ 203,340 | ​ | 12.7% | ​ | ​ 90,304 | ​ | 6.1% | ​ | ​ 113,036 | ​ | 125.2% |
| Other income (expense): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Floor plan interest expense | ​ | ​ (5,098) | ​ | (0.3%) | ​ | ​ (11,269) | ​ | (0.8%) | ​ | ​ 6,171 | ​ | 54.8% |
| Other interest expense, net | ​ | ​ (14,547) | ​ | (0.9%) | ​ | ​ (18,211) | ​ | (1.2%) | ​ | ​ 3,664 | ​ | 20.1% |
| Total other income (expense) | ​ | ​ (19,645) | ​ | (1.2%) | ​ | ​ (29,480) | ​ | (2.0%) | ​ | ​ 9,835 | ​ | 33.4% |
| Income before income taxes | ​ | ​ 183,695 | ​ | 11.4% | ​ | ​ 60,824 | ​ | 4.1% | ​ | ​ 122,871 | ​ | 202.0% |
| Income tax expense | ​ | ​ (20,473) | ​ | (1.3%) | ​ | ​ (8,201) | ​ | (0.6%) | ​ | ​ (12,272) | ​ | (149.6%) |
| Net income | ​ | ​ 163,222 | ​ | 10.2% | ​ | ​ 52,623 | ​ | 3.6% | ​ | ​ 110,599 | ​ | 210.2% |
| Less: net income attributable to non-controlling interests | ​ | ​ (105,145) | ​ | (6.5%) | ​ | ​ (34,606) | ​ | (2.3%) | ​ | ​ (70,539) | ​ | (203.8%) |
| Net income attributable to Camping World Holdings, Inc. | ​ | $58,077 | ​ | 3.6% | ​ | $18,017 | ​ | 1.2% | ​ | $40,060 | ​ | 222.3% |

### Supplemental Data

| ​ ​ ​ Unit sales | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2020 ​ ​ | ​ | ​ ​ 2019 ​ ​ | ​ ​ | ​ ​ Increase (decrease) ​ ​ | ​ ​ ​ ​ | ​ ​ | ​ Percent Change ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---: |
| New vehicles | ​ | ​ 27,168 | ​ | ​ 22,906 | ​ | ​ 4,262 | ​ | ​ | ​ | 18.6% |
| Used vehicles | ​ | ​ 11,618 | ​ | ​ 10,809 | ​ | ​ 809 | ​ | ​ | ​ | 7.5% |
| Total | ​ | ​ 38,786 | ​ | ​ 33,715 | ​ | ​ 5,071 | ​ | ​ | ​ | 15.0% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average selling price | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $33,060 | ​ | $34,003 | ​ | $(943) | ​ | ​ | ​ | (2.8%) |
| Used vehicles | ​ | $23,662 | ​ | $22,736 | ​ | $927 | ​ | ​ | ​ | 4.1% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store unit sales | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | ​ 24,628 | ​ | ​ 21,413 | ​ | ​ 3,215 | ​ | ​ | ​ | 15.0% |
| Used vehicles | ​ | ​ 10,610 | ​ | ​ 10,365 | ​ | ​ 245 | ​ | ​ | ​ | 2.4% |
| Total | ​ | ​ 35,238 | ​ | ​ 31,778 | ​ | ​ 3,460 | ​ | ​ | ​ | 10.9% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store revenue ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $818,865 | ​ | $736,661 | ​ | $82,204 | ​ | ​ | ​ | 11.2% |
| Used vehicles | ​ | ​ 255,201 | ​ | ​ 238,822 | ​ | ​ 16,379 | ​ | ​ | ​ | 6.9% |
| Products, service and other | ​ | ​ 151,406 | ​ | ​ 147,713 | ​ | ​ 3,693 | ​ | ​ | ​ | 2.5% |
| Finance and insurance | ​ | ​ 135,844 | ​ | ​ 122,264 | ​ | ​ 13,580 | ​ | ​ | ​ | 11.1% |
| Total | ​ | $1,361,316 | ​ | $1,245,460 | ​ | $115,856 | ​ | ​ | ​ | 9.3% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average gross profit per unit | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $5,359 | ​ | $4,255 | ​ | $1,104 | ​ | ​ | ​ | 25.9% |
| Used vehicles | ​ | $5,688 | ​ | $4,910 | ​ | $778 | ​ | ​ | ​ | 15.9% |
| Finance and insurance, net per vehicle unit | ​ | $3,798 | ​ | $3,803 | ​ | $(5) | ​ | ​ | ​ | (0.1%) |
| Total vehicle front-end yield(1) | ​ | $9,256 | ​ | $8,268 | ​ | $988 | ​ | ​ | ​ | 11.9% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Gross margin | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 65.8% | ​ | ​ 58.1% | ​ | ​ 772 | bps | ​ | ​ | ​ |
| New vehicles | ​ | ​ 16.2% | ​ | ​ 12.5% | ​ | ​ 370 | bps | ​ | ​ | ​ |
| Used vehicles | ​ | ​ 24.0% | ​ | ​ 21.6% | ​ | ​ 244 | bps | ​ | ​ | ​ |
| Products, service and other | ​ | ​ 39.7% | ​ | ​ 36.2% | ​ | ​ 349 | bps | ​ | ​ | ​ |
| Finance and insurance, net | ​ | ​ 100.0% | ​ | ​ 100.0% | ​ | ​ unch. | bps | ​ | ​ | ​ |
| Good Sam Club | ​ | ​ 80.0% | ​ | ​ 76.4% | ​ | ​ 359 | bps | ​ | ​ | ​ |
| Subtotal RV and Outdoor Retail | ​ | ​ 29.4% | ​ | ​ 26.9% | ​ | ​ 254 | bps | ​ | ​ | ​ |
| Total gross margin | ​ | ​ 30.4% | ​ | ​ 27.8% | ​ | ​ 260 | bps | ​ | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Inventories ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $711,164 | ​ | $1,000,977 | ​ | $(289,813) | ​ | ​ | ​ | (29.0%) |
| Used vehicles | ​ | ​ 126,687 | ​ | ​ 121,744 | ​ | ​ 4,943 | ​ | ​ | ​ | 4.1% |
| Products, parts, accessories and misc. | ​ | ​ 214,357 | ​ | ​ 424,756 | ​ | ​ (210,399) | ​ | ​ | ​ | (49.5%) |
| Total RV and Outdoor inventories | ​ | $1,052,208 | ​ | $1,547,477 | ​ | $(495,269) | ​ | ​ | ​ | (32.0%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory per location ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory per dealer location | ​ | $4,679 | ​ | $6,629 | ​ | $(1,950) | ​ | ​ | ​ | (29.4%) |
| Used vehicle inventory per dealer location | ​ | $833 | ​ | ​ 806 | ​ | $27 | ​ | ​ | ​ | 3.4% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory turnover(2) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory turnover | ​ | ​ 2.3 | ​ | ​ 2.1 | ​ | ​ 0.2 | ​ | ​ | ​ | 9.6% |
| Used vehicle inventory turnover | ​ | ​ 4.7 | ​ | ​ 5.0 | ​ | ​ (0.3) | ​ | ​ | ​ | (5.2%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Retail locations | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| RV dealerships | ​ | ​ 152 | ​ | ​ 151 | ​ | ​ 1 | ​ | ​ | ​ | 0.7% |
| RV service & retail centers | ​ | ​ 10 | ​ | ​ 14 | ​ | ​ (4) | ​ | ​ | ​ | (28.6%) |
| Subtotal | ​ | ​ 162 | ​ | ​ 165 | ​ | ​ (3) | ​ | ​ | ​ | (1.8%) |
| Other retail stores | ​ | ​ 2 | ​ | ​ 62 | ​ | ​ (60) | ​ | ​ | ​ | (96.8%) |
| Total | ​ | ​ 164 | ​ | ​ 227 | ​ | ​ (63) | ​ | ​ | ​ | (27.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Other data | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Active Customers(3) | ​ | ​ 5,220,367 | ​ | ​ 5,251,874 | ​ | ​ (31,507) | ​ | ​ | ​ | (0.6%) |
| Good Sam Club members | ​ | ​ 2,067,253 | ​ | ​ 2,177,743 | ​ | ​ (110,490) | ​ | ​ | ​ | (5.1%) |
| Finance and insurance gross profit as a % of total vehicle revenue | ​ | ​ 12.6% | ​ | ​ 12.5% | ​ | ​ 4 | bps | ​ | ​ | n/a |
| Same store locations | ​ | ​ 143 | ​ | ​ n/a | ​ | ​ n/a | ​ | ​ | ​ | n/a |

(1) 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.

(2) Inventory turnover calculated as vehicle costs applicable to revenue divided by the average of beginning and ending vehicle inventory.

(3) 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.

Total revenue was $1.6 billion for the three months ended June 30, 2020, an increase of $132.4 million, or 9.0%, from $1.5 billion for the three months ended June 30, 2019. The increase in total revenue was driven by a $132.6 million, or 9.3%, increase in RV and Outdoor Retail revenue, partially offset by a $0.2 million, or 0.4% decrease in Good Sam Services and Plans revenue.

Total gross profit was $488.6 million for the three months ended June 30, 2020, an increase of $78.6 million, or 19.2%, from $410.0 million for the three months ended June 30, 2019. The increase in total gross profit was driven by a $75.3 million, or 19.6%, increase in RV and Outdoor Retail gross profit, and a $3.3 million, or 12.9%, increase in Good Sam Services and Plans gross profit.

Income from operations was $203.3 million for the three months ended June 30, 2020, an increase of $113.0 million, or 125.2%, from $90.3 million for the three months ended June 30, 2019. The increase in income from operations was primarily driven by a $78.6 million increase in gross profit, a $31.8 million decrease in selling, general and administrative expenses, a $2.1 million decrease in loss on disposal of assets, and a $1.4 million decrease in depreciation and amortization, partially offset by a $0.9 million increase in lease termination expense.

Total other expenses were $19.6 million for the three months ended June 30, 2020, a decrease of $9.8 million, or 33.4%, from $29.5 million for the three months ended June 30, 2019. The decrease in other expenses was driven by a $6.2 million decrease in floor plan interest expense and a $3.7 million decrease in other interest expense.

As a result of the above factors, income before income taxes was $183.7 million for the three months ended June 30, 2020 compared to $60.8 million for the three months ended June 30, 2019. Income tax expense was $20.5 million for the three months ended June 30, 2020, an increase of $12.3 million from $8.2 million for the three months ended June 30, 2019. As a result, net income was $163.2 million for the three months ended June 30, 2020 compared to $52.6 million for the three months ended June 30, 2019.

#### Good Sam Services and Plans

Good Sam Services and Plans revenue decreased 0.4%, or $0.2 million, to $44.5 million in the three months ended June 30, 2020, from $44.7 million in the three months ended June 30, 2019. The decrease was primarily attributable to a $0.5 million decrease in Good Sam TravelAssist revenue, a $0.4 million decrease from reduced magazine ad sales, and a $0.3 million decrease from other services and plans, partially offset by a $0.5 million increase from the vehicle insurance products, and a $0.5 million increase in revenue from RV refinancing.

Good Sam Services and Plans gross profit increased 12.9%, or $3.3 million, to $29.3 million in the three months ended June 30, 2020, from $25.9 million in the three months ended June 30, 2019 and gross margin increased to 65.8% from 58.1% in the same respective periods. The increase in gross profit was primarily attributable to a $1.7 million increase from the roadside assistance programs, a $1.2 million increase from our extended vehicle warranty programs, a $0.5 million increase from RV refinancing, and a $0.2 million increase in other services and plans, partially offset by a $0.3 million reduction from the Good Sam TravelAssist programs.

#### RV and Outdoor Retail

New Vehicles

New vehicle revenue increased 15.3%, or $119.3 million, to $898.2 million in the three months ended June 30, 2020 from $778.9 million in the three months ended June 30, 2019. The increase was primarily due to a 18.6% increase in vehicle units sold, partially offset by a 2.8% decrease in average selling price per vehicle sold resulting from a shift towards lower priced towable units. On a same store basis, new vehicle revenue increased 11.2% to $818.9 million and new vehicle units increased 15.0% in the three months ended June 30, 2020 compared to the three months ended June 30, 2019.

New vehicle gross profit increased 49.4%, or $48.1 million, to $145.6 million in the three months ended June 30, 2020 from $97.5 million in the three months ended June 30, 2019. The increase was primarily due to a 25.9% increase in average gross profit per vehicle sold and an 18.6% increase in vehicle units sold. New vehicle gross margin increased to 16.2% in the three months ended June 30, 2020 from 12.5% in the three months ended June 30, 2019. The increase was primarily due to a sale mix shift towards higher margined towable units and to higher average motorized gross margins resulting from lower motorized inventory levels that have been better aligned with demand.

Used Vehicles

Used vehicle revenue increased 11.9%, or $29.2 million, to $274.9 million in the three months ended June 30, 2020 from $245.7 million in the three months ended June 30, 2019. The increase was primarily due to a 7.5% increase in vehicle units sold, and a 4.1% increase in average selling price per vehicle. On a same store basis, used vehicle revenue increased 6.9% to $255.2 million and used vehicle units increased 2.4% in the three months ended June 30, 2020 compared to the three months ended June 30, 2019.

Used vehicle gross profit increased 24.5%, or $13.0 million, to $66.1 million in the three months ended June 30, 2020 from $53.1 million in the three months ended June 30, 2019. The increase was primarily from a 7.5% increase in vehicle units sold and a 15.9% increase in average gross profit per vehicle. Used vehicle gross margin increased 244 basis points to 24.0% in the three months ended June 30, 2020 from 21.6% in the three months ended June 30, 2019. The increase was driven by strength in the used vehicle market across nearly all product types.

Products, service and other

Products, service and other revenue decreased 12.6%, or $33.3 million, to $231.2 million in the three months ended June 30, 2020, from $264.4 million in the three months ended June 30, 2019. The decrease was primarily attributable to store closures related to the 2019 Strategic Shift. On a same store basis, products, service and other revenue increased 2.5% to $151.4 million for the three months ended June 30, 2020 from $147.7 million in the three months ended June 30, 2019.

Products, service and other gross profit decreased 4.2%, or $4.0 million, to $91.8 million in the three months ended June 30, 2020 from $95.8 million in the three months ended June 30, 2019. The decrease was primarily due to store closures related to the 2019 Strategic Shift, partially offset by the increase in vehicles sold. Products, service and other gross margin increased to 39.7% in the three months ended June 30, 2020 from 36.2% in the three months ended June 30, 2019. The increase was primarily due to a sales mix shift towards higher margin legacy RV products.

Finance and Insurance, net

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue and gross profit each increased 14.9%, or $19.1 million, to $147.3 million in the three months ended June 30, 2020 from $128.2 million in the three months ended June 30, 2019. Finance and insurance, net revenue as a percentage of new and used vehicles financed increased to 12.6% for the three months ended June 30, 2020 from 12.5% for the three months ended June 30, 2019. On a same store basis, finance and insurance, net revenue and gross profit increased 11.1%, or $13.6 million, to $135.8 million versus the three months ended June 30, 2019.

Good Sam Club

Good Sam Club revenue decreased 14.0%, or $1.7 million, to $10.7 million in the three months ended June 30, 2020 from $12.4 million in the three months ended June 30, 2019. The decrease primarily resulted from reduced membership fees related to fewer retail locations that resulted from store closures related to the 2019 Strategic Shift.

Good Sam Club gross profit decreased 9.9%, or $0.9 million, to $8.5 million in the three months ended June 30, 2020 from $9.5 million in the three months ended June 30, 2019. The decrease was primarily due to reduced membership fee activity from the decreased number of stores as a result of the store closure related to 2019 Strategic Shift. Good Sam Club gross margin increased to 80.0% in the three months ended June 30, 2020 from 76.4% in the three months ended June 30, 2019 primarily due to reduced club marketing expenses.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased 10.5%, or $31.8 million, to $271.6 million in the three months ended June 30, 2020 from $303.4 million in the three months ended June 30, 2019. The $31.8 million decrease was primarily due to decreases of $17.2 million of selling expense, $5.0 million in wage-related expenses, $1.8 million of personal and real property expense, $1.6 million of service and professional fees, and $6.2 million of other store and corporate overhead expenses. Selling, general and administrative expenses as a percentage of total gross profit decreased to 55.6% in the three months ended June 30, 2020, from 74.0% in the three months ended June 30, 2019.

Depreciation and amortization

Depreciation and amortization decreased 9.9%, or $1.4 million, to $12.6 million in the three months ended June 30, 2020 from $13.9 million in the three months ended June 30, 2019 due to a reduction in capital expenditures.

Lease termination

Lease termination expense of $0.9 million in the three months ended June 30, 2020 related primarily to the 2019 Strategic Shift discussed above.

Floor plan interest expense

Floor plan interest expense decreased 54.8%, or $6.2 million, to $5.1 million in the three months ended June 30, 2020 from $11.3 million in the three months ended June 30, 2019. The decrease was primarily due to a 227 basis point decrease in the average floor plan borrowing rate, and a 16.2% decrease in average floor plan borrowings driven by lower average inventory levels.

Other interest expense, net

Other interest expense decreased 20.1%, or $3.7 million, to $14.5 million in the three months ended June 30, 2020 from $18.2 million in the three months ended June 30, 2019. The decrease was primarily due to a 121 basis point decrease in the average interest rate.

Income tax expense

Income tax expense increased $12.3 million to $20.5 million in the three months ended June 30, 2020 compared to the three months ended June 30, 2019. The increase was primarily due to higher income incurred at CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share, partially offset by operating losses recorded by Camping World, Inc. (“CW”) for which no tax benefit can be recognized and absent the transfer of certain assets to CW that was recorded in the prior year as discussed in Note 12 - Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Net income

Net income increased 210.2%, or $110.6 million, to a net income of $163.2 million for the three months ended June 30, 2020 from a net income of $52.6 million in the three months ended June 30, 2019 primarily due to the items mentioned above.

Segment results

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

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2020 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ June 30, 2019 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ | ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $44,692 | ​ | 2.8% | ​ | $44,991 | ​ | 3.1% | ​ | $(299) | ​ | (0.7%) |
| RV and Outdoor Retail | ​ | ​ 1,568,301 | ​ | 97.6% | ​ | ​ 1,442,579 | ​ | 97.8% | ​ | ​ 125,722 | ​ | 8.7% |
| Elimination of intersegment revenue | ​ | ​ (6,248) | ​ | (0.4%) | ​ | ​ (13,223) | ​ | (0.9%) | ​ | ​ 6,975 | ​ | 52.7% |
| Total consolidated revenue | ​ | ​ 1,606,745 | ​ | 100.0% | ​ | ​ 1,474,347 | ​ | 100.0% | ​ | ​ 132,398 | ​ | 9.0% |
| Segment income:(1) | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 24,591 | ​ | 1.5% | ​ | ​ 21,208 | ​ | 1.4% | ​ | ​ 3,383 | ​ | 16.0% |
| RV and Outdoor Retail | ​ | ​ 188,383 | ​ | 11.7% | ​ | ​ 75,687 | ​ | 5.1% | ​ | ​ 112,696 | ​ | 148.9% |
| Total segment income | ​ | ​ 212,974 | ​ | 13.3% | ​ | ​ 96,895 | ​ | 6.6% | ​ | ​ 116,079 | ​ | 119.8% |
| Corporate & other | ​ | ​ (2,165) | ​ | (0.1%) | ​ | ​ (3,914) | ​ | (0.3%) | ​ | ​ 1,749 | ​ | 44.7% |
| Depreciation and amortization | ​ | ​ (12,567) | ​ | (0.8%) | ​ | ​ (13,946) | ​ | (0.9%) | ​ | ​ 1,379 | ​ | 9.9% |
| Other interest expense, net | ​ | ​ (14,547) | ​ | (0.9%) | ​ | ​ (18,211) | ​ | (1.2%) | ​ | ​ 3,664 | ​ | 20.1% |
| Income before income taxes | ​ | $183,695 | ​ | 11.4% | ​ | $60,824 | ​ | 4.1% | ​ | $122,871 | ​ | 202.0% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Same store revenue- RV and Outdoor Retail(2) | ​ | $1,361,316 | ​ | ​ | ​ | $1,245,460 | ​ | ​ | ​ | $115,856 | ​ | 9.3% |

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

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

Good Sam Services and Plans

Good Sam Services and Plans segment revenue decreased 0.7%, or $0.3 million, to $44.7 million in the three months ended June 30, 2020, from $45.0 million in the three months ended June 30, 2019. The decrease was primarily attributable to a $0.5 million decrease in Good Sam TravelAssist revenue, a $0.5 million decrease from reduced magazine ad sales, and a $0.3 million decrease from other services and plans, partially offset by a $0.5 million increase from the vehicle insurance products, and a $0.5 million increase in revenue from RV refinancing.

Good Sam Services and Plans segment income increased 16.0%, or $3.4 million, to $24.6 million in the three months ended June 30, 2020, from $21.2 million in the three months ended June 30, 2019. The increase was primarily attributable to a $1.7 million increase from the roadside assistance programs, a $1.2 million increase from our vehicle insurance programs, a $0.5 million increase from RV refinancing, and a $0.3 million increase in other services and plans, partially offset by a $0.3 million reduction in the Good Sam TravelAssist programs. Good Sam Services and Plans segment margin increased 779 basis points to 55.2% in the three months ended June 30, 2020 from 47.5% in the three months ended June 30, 2019.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue increased 8.7%, or $125.7 million, to $1.6 billion in the three months ended June 30, 2020 from $1.4 billion in the three months ended June 30, 2019. The increase was primarily driven by a $119.5 million, or 15.3%, increase in new vehicle revenue, a $29.2 million, or 11.8%, increase in used vehicle revenue, and an $18.7 million, or 14.2%, increase in finance and insurance revenue, partially offset by a $40.0 million, or 14.7%, decrease in products, service and other revenue primarily due to the 2019 Strategic Shift, and a $1.7 million, or 14.0%, decrease in Good Sam Club revenue.

RV and Outdoor Retail segment income increased 148.9%, or $112.7 million, to a segment income of $188.4 million in the three months ended June 30, 2020 from a segment income of $75.7 million in the three months ended June 30, 2019. The increase was primarily related to increased segment gross profit of $75.3 million primarily due to increased volume of new vehicles sold and increased gross profit per unit sold, reduced selling, general and administrative expenses of $30.0 million, reduced floor plan interest expense of $6.2 million, and $2.1 million of reduced loss on asset disposal, partially offset by $0.9 million of lease termination expense. RV and Outdoor Retail segment margin increased 676 basis points to 12.1% in the three months ended June 30, 2020 from 5.3% in the three months ended June 30, 2019.

Corporate and other expenses

Corporate and other expenses decreased 44.7%, or $1.7 million, to $2.2 million in the three months ended June 30, 2020 from $3.9 million in the three months ended June 30, 2019 primarily from reduced professional fees.

### Results of Operations

### Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

The following table sets forth information comparing the components of net income for the six months ended June 30, 2020 and 2019:

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ ​ | ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $91,727 | ​ | 3.5% | ​ | $91,660 | ​ | 3.6% | ​ | $67 | ​ | 0.1% |
| RV and Outdoor Retail: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 1,395,492 | ​ | 53.0% | ​ | ​ 1,308,447 | ​ | 51.5% | ​ | ​ 87,045 | ​ | 6.7% |
| Used vehicles | ​ | ​ 481,575 | ​ | 18.3% | ​ | ​ 425,757 | ​ | 16.8% | ​ | ​ 55,818 | ​ | 13.1% |
| Products, service and other | ​ | ​ 403,795 | ​ | 15.3% | ​ | ​ 469,302 | ​ | 18.5% | ​ | ​ (65,507) | ​ | (14.0%) |
| Finance and insurance, net | ​ | ​ 239,774 | ​ | 9.1% | ​ | ​ 220,116 | ​ | 8.7% | ​ | ​ 19,658 | ​ | 8.9% |
| Good Sam Club | ​ | ​ 21,655 | ​ | 0.8% | ​ | ​ 23,834 | ​ | 0.9% | ​ | ​ (2,179) | ​ | (9.1%) |
| Subtotal | ​ | ​ 2,542,291 | ​ | 96.5% | ​ | ​ 2,447,456 | ​ | 96.4% | ​ | ​ 94,835 | ​ | 3.9% |
| Total revenue | ​ | ​ 2,634,018 | ​ | 100.0% | ​ | ​ 2,539,116 | ​ | 100.0% | ​ | ​ 94,902 | ​ | 3.7% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Gross profit (exclusive of depreciation and amortization shown separately below): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 54,634 | ​ | 2.1% | ​ | ​ 52,183 | ​ | 2.1% | ​ | ​ 2,451 | ​ | 4.7% |
| RV and Outdoor Retail: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| New vehicles | ​ | ​ 216,480 | ​ | 8.2% | ​ | ​ 164,004 | ​ | 6.5% | ​ | ​ 52,476 | ​ | 32.0% |
| Used vehicles | ​ | ​ 108,953 | ​ | 4.1% | ​ | ​ 90,230 | ​ | 3.6% | ​ | ​ 18,723 | ​ | 20.8% |
| Products, service and other | ​ | ​ 154,185 | ​ | 5.9% | ​ | ​ 164,591 | ​ | 6.5% | ​ | ​ (10,406) | ​ | (6.3%) |
| Finance and insurance, net | ​ | ​ 239,774 | ​ | 9.1% | ​ | ​ 220,116 | ​ | 8.7% | ​ | ​ 19,658 | ​ | 8.9% |
| Good Sam Club | ​ | ​ 17,275 | ​ | 0.7% | ​ | ​ 17,193 | ​ | 0.7% | ​ | ​ 82 | ​ | 0.5% |
| Subtotal | ​ | ​ 736,667 | ​ | 28.0% | ​ | ​ 656,134 | ​ | 25.8% | ​ | ​ 80,533 | ​ | 12.3% |
| Total gross profit | ​ | ​ 791,301 | ​ | 30.0% | ​ | ​ 708,317 | ​ | 27.9% | ​ | ​ 82,984 | ​ | 11.7% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Operating expenses: | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Selling, general and administrative expenses | ​ | ​ 539,247 | ​ | 20.5% | ​ | ​ 571,431 | ​ | 22.5% | ​ | ​ 32,184 | ​ | 5.6% |
| Depreciation and amortization | ​ | ​ 26,645 | ​ | 1.0% | ​ | ​ 27,540 | ​ | 1.1% | ​ | ​ 895 | ​ | 3.2% |
| Long-lived asset impairment | ​ | ​ 6,569 | ​ | 0.2% | ​ | ​ — | ​ | — | ​ | ​ (6,569) | ​ | (100.0%) |
| Lease termination | ​ | ​ 1,452 | ​ | 0.1% | ​ | ​ — | ​ | — | ​ | ​ (1,452) | ​ | (100.0%) |
| Loss on disposal of assets | ​ | ​ 783 | ​ | 0.0% | ​ | ​ 2,160 | ​ | 0.1% | ​ | ​ 1,377 | ​ | 63.8% |
| Total operating expenses | ​ | ​ 574,696 | ​ | 21.8% | ​ | ​ 601,131 | ​ | 23.7% | ​ | ​ 26,435 | ​ | 4.4% |
| Income from operations | ​ | ​ 216,605 | ​ | 8.2% | ​ | ​ 107,186 | ​ | 4.2% | ​ | ​ (109,419) | ​ | (102.1%) |
| Other income (expense): | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Floor plan interest expense | ​ | ​ (13,702) | ​ | (0.5%) | ​ | ​ (22,879) | ​ | (0.9%) | ​ | ​ 9,177 | ​ | 40.1% |
| Other interest expense, net | ​ | ​ (29,205) | ​ | (1.1%) | ​ | ​ (35,854) | ​ | (1.4%) | ​ | ​ 6,649 | ​ | 18.5% |
| Tax Receivable Agreement liability adjustment | ​ | ​ — | ​ | — | ​ | ​ 8,477 | ​ | 0.3% | ​ | ​ (8,477) | ​ | (100.0%) |
| Total other income (expense) | ​ | ​ (42,907) | ​ | (1.6%) | ​ | ​ (50,256) | ​ | (2.0%) | ​ | ​ 7,349 | ​ | 14.6% |
| Income before income taxes | ​ | ​ 173,698 | ​ | 6.6% | ​ | ​ 56,930 | ​ | 2.2% | ​ | ​ 116,768 | ​ | 205.1% |
| Income tax expense | ​ | ​ (24,605) | ​ | (0.9%) | ​ | ​ (31,114) | ​ | (1.2%) | ​ | ​ 6,509 | ​ | 20.9% |
| Net income | ​ | ​ 149,093 | ​ | 5.7% | ​ | ​ 25,816 | ​ | 1.0% | ​ | ​ 123,277 | ​ | 477.5% |
| Less: net income attributable to non-controlling interests | ​ | ​ (99,176) | ​ | (3.8%) | ​ | ​ (27,194) | ​ | (1.1%) | ​ | ​ (71,982) | ​ | (264.7%) |
| Net income attributable to Camping World Holdings, Inc. | ​ | $49,917 | ​ | 1.9% | ​ | $(1,378) | ​ | (0.1%) | ​ | $51,295 | ​ | 3,722.4% |

### Supplemental Data

| ​ ​ ​ Unit sales | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 ​ ​ | ​ | ​ ​ 2019 ​ ​ | ​ ​ | ​ ​ Increase (decrease) ​ ​ | ​ ​ ​ ​ | ​ ​ | ​ Percent Change ​ | ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---: |
| New vehicles | ​ | ​ 41,376 | ​ | ​ 37,922 | ​ | ​ 3,454 | ​ | ​ | ​ | 9.1% |
| Used vehicles | ​ | ​ 20,300 | ​ | ​ 18,986 | ​ | ​ 1,314 | ​ | ​ | ​ | 6.9% |
| Total | ​ | ​ 61,676 | ​ | ​ 56,908 | ​ | ​ 4,768 | ​ | ​ | ​ | 8.4% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average selling price | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $33,727 | ​ | $34,504 | ​ | $(777) | ​ | ​ | ​ | (2.3%) |
| Used vehicles | ​ | $23,723 | ​ | $22,425 | ​ | $1,298 | ​ | ​ | ​ | 5.8% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store unit sales | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | ​ 37,382 | ​ | ​ 35,681 | ​ | ​ 1,701 | ​ | ​ | ​ | 4.8% |
| Used vehicles | ​ | ​ 18,521 | ​ | ​ 18,303 | ​ | ​ 218 | ​ | ​ | ​ | 1.2% |
| Total | ​ | ​ 55,903 | ​ | ​ 53,984 | ​ | ​ 1,919 | ​ | ​ | ​ | 3.6% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Same store revenue ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $1,269,206 | ​ | $1,245,892 | ​ | $23,314 | ​ | ​ | ​ | 1.9% |
| Used vehicles | ​ | ​ 447,863 | ​ | ​ 414,978 | ​ | ​ 32,885 | ​ | ​ | ​ | 7.9% |
| Products, service and other | ​ | ​ 263,955 | ​ | ​ 261,088 | ​ | ​ 2,867 | ​ | ​ | ​ | 1.1% |
| Finance and insurance | ​ | ​ 220,224 | ​ | ​ 211,166 | ​ | ​ 9,058 | ​ | ​ | ​ | 4.3% |
| Total | ​ | $2,201,248 | ​ | $2,133,124 | ​ | $68,124 | ​ | ​ | ​ | 3.2% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Average gross profit per unit | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $5,232 | ​ | $4,325 | ​ | $907 | ​ | ​ | ​ | 21.0% |
| Used vehicles | ​ | $5,367 | ​ | $4,752 | ​ | $615 | ​ | ​ | ​ | 12.9% |
| Finance and insurance, net per vehicle unit | ​ | $3,888 | ​ | $3,868 | ​ | $20 | ​ | ​ | ​ | 0.5% |
| Total vehicle front-end yield(1) | ​ | $9,164 | ​ | $8,335 | ​ | $829 | ​ | ​ | ​ | 9.9% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Gross margin | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 59.6% | ​ | ​ 56.9% | ​ | ​ 263 | bps | ​ | ​ | ​ |
| New vehicles | ​ | ​ 15.5% | ​ | ​ 12.5% | ​ | ​ 298 | bps | ​ | ​ | ​ |
| Used vehicles | ​ | ​ 22.6% | ​ | ​ 21.2% | ​ | ​ 143 | bps | ​ | ​ | ​ |
| Products, service and other | ​ | ​ 38.2% | ​ | ​ 35.1% | ​ | ​ 311 | bps | ​ | ​ | ​ |
| Finance and insurance, net | ​ | ​ 100.0% | ​ | ​ 100.0% | ​ | ​ unch. | bps | ​ | ​ | ​ |
| Good Sam Club | ​ | ​ 79.8% | ​ | ​ 72.1% | ​ | ​ 764 | bps | ​ | ​ | ​ |
| Subtotal RV and Outdoor Retail | ​ | ​ 29.0% | ​ | ​ 26.8% | ​ | ​ 217 | bps | ​ | ​ | ​ |
| Total gross margin | ​ | ​ 30.0% | ​ | ​ 27.9% | ​ | ​ 215 | bps | ​ | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Inventories ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicles | ​ | $711,164 | ​ | $1,000,977 | ​ | $(289,813) | ​ | ​ | ​ | (29.0%) |
| Used vehicles | ​ | ​ 126,687 | ​ | ​ 121,744 | ​ | ​ 4,943 | ​ | ​ | ​ | 4.1% |
| Products, parts, accessories and misc. | ​ | ​ 214,357 | ​ | ​ 424,756 | ​ | ​ (210,399) | ​ | ​ | ​ | (49.5%) |
| Total RV and Outdoor Retail inventories | ​ | $1,052,208 | ​ | $1,547,477 | ​ | $(495,269) | ​ | ​ | ​ | (32.0%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory per location ($ in 000's) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory per dealer location | ​ | $4,679 | ​ | $6,629 | ​ | $(1,950) | ​ | ​ | ​ | (29.4%) |
| Used vehicle inventory per dealer location | ​ | $833 | ​ | $806 | ​ | $27 | ​ | ​ | ​ | 3.4% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Vehicle inventory turnover(2) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| New vehicle inventory turnover | ​ | ​ 2.3 | ​ | ​ 2.1 | ​ | ​ 0.2 | ​ | ​ | ​ | 9.6% |
| Used vehicle inventory turnover | ​ | ​ 4.7 | ​ | ​ 5.0 | ​ | ​ (0.3) | ​ | ​ | ​ | (5.2%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Retail locations | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| RV dealerships | ​ | ​ 152 | ​ | ​ 151 | ​ | ​ 1 | ​ | ​ | ​ | 0.7% |
| RV service & retail centers | ​ | ​ 10 | ​ | ​ 14 | ​ | ​ (4) | ​ | ​ | ​ | (28.6%) |
| Subtotal | ​ | ​ 162 | ​ | ​ 165 | ​ | ​ (3) | ​ | ​ | ​ | (1.8%) |
| Other retail stores | ​ | ​ 2 | ​ | ​ 62 | ​ | ​ (60) | ​ | ​ | ​ | (96.8%) |
| Total | ​ | ​ 164 | ​ | ​ 227 | ​ | ​ (63) | ​ | ​ | ​ | (27.8%) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Other data | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ |
| Active Customers(3) | ​ | ​ 5,220,367 | ​ | ​ 5,251,874 | ​ | ​ (31,507) | ​ | ​ | ​ | (0.6%) |
| Good Sam Club members | ​ | ​ 2,067,253 | ​ | ​ 2,177,743 | ​ | ​ (110,490) | ​ | ​ | ​ | (5.1%) |
| Finance and insurance gross profit as a % of total vehicle revenue | ​ | ​ 12.8% | ​ | ​ 12.7% | ​ | ​ 8 | bps | ​ | ​ | n/a |
| Same store locations | ​ | ​ 143 | ​ | ​ n/a | ​ | ​ n/a | ​ | ​ | ​ | n/a |

(1) 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.

(2) Inventory turnover calculated as vehicle costs applicable to revenue divided by the average of beginning and ending vehicle inventory.

(3) 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.

Total revenue was $2.6 billion for the six months ended June 30, 2020, an increase of $94.9 million, or 3.7%, from $2.5 billion for the six months ended June 30, 2019. The increase in total revenue was driven by a $94.8 million, or 3.9%, increase in RV and Outdoor Retail revenue and a $0.1 million, or 0.1%, increase in Good Sam Services and Plans revenue.

Total gross profit was $791.3 million for the six months ended June 30, 2020, an increase of $83.0 million, or 11.7%, from $708.3 million for the six months ended June 30, 2019. The increase in total gross profit was driven by an $80.5 million, or 12.3%, increase in RV and Outdoor Retail gross profit and a $2.5 million, or 4.7%, increase in Good Sam Services and Plans gross profit.

Income from operations was $216.6 million for the six months ended June 30, 2020, an increase of $109.4 million, or 102.1%, from $107.2 million for the six months ended June 30, 2019. The increase in income from operations was primarily driven by an $83.0 million increase in gross profit, a $32.2 million decrease in selling, general and administrative expenses, a $1.4 million decrease in loss on disposal of assets, and a $0.9 million decrease in depreciation and amortization, partially offset by a $6.6 million increase in long-lived asset impairment, and a $1.5 million increase in lease termination expense.

Total other expenses were $42.9 million for the six months ended June 30, 2020, a decrease of $7.3 million, or 14.6%, from $50.3 million for the six months ended June 30, 2019. The decrease in other expenses was driven by a $9.2 million decrease in floor plan interest expense and a $6.6 million decrease in other interest expense, partially offset by an $8.5 million favorable adjustment in Tax Receivable Agreement Liability in 2019, which did not reoccur in 2020.

As a result of the above factors, income before income taxes was $173.7 million for the six months ended June 30, 2020 compared to $56.9 million for the six months ended June 30, 2019. Income tax expense was $24.6 million for the six months ended June 30, 2020, a decrease of $6.5 million from $31.1 million for the six months ended June 30, 2019. As a result, net income was $149.1 million for the six months ended June 30, 2020 compared to $25.8 million for the six months ended June 30, 2019.

#### Good Sam Services and Plans

Good Sam Services and Plans revenue remained essentially flat at $91.7 million in the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. The slight increase was primarily attributable to a $1.1 million increase in the vehicle insurance products primarily due to increased policies in force, and an $0.8 million increase in our roadside assistance programs primarily resulting from upsells to higher priced product offerings, partially offset by a $1.3 million decrease in consumer shows revenue due to eight fewer consumer shows, and a $0.6 million decrease from lower magazine ad sales.

Good Sam Services and Plans gross profit increased 4.7%, or $2.5 million, to $54.6 million in the six months ended June 30, 2020, from $52.2 million in the six months ended June 30, 2019 and gross margin increased to 59.6% from 56.9% in the same respective periods. The increase in gross profit was primarily attributable to $2.1 million from the roadside assistance programs primarily resulting from increased revenue and reduced program costs, $1.3 million from the extended vehicle programs primarily due to increased revenue and reduced marketing costs, and $0.8 million from the vehicle insurance products, partially offset by $0.9 million of increased accrual for program costs, a $0.6 million reduction from reduced consumer shows, and a $0.2 million reduction resulting from reduced magazine ad sales.

#### RV and Outdoor Retail

New Vehicles

New vehicle revenue increased 6.7%, or $87.0 million, to $1.4 billion in the six months ended June 30, 2020 from $1.3 billion in the six months ended June 30, 2019. The increase was primarily due to a 9.1% increase in vehicle units sold, partially offset by a 2.3% decrease in average selling price per vehicle, resulting from a shift towards lower priced towable units. On a same store basis, new vehicle revenue increased 1.9% to $1.3 billion in the six months ended June 30, 2020 from $1.2 billion in the six months ended June 30, 2019.

New vehicle gross profit increased 32.0%, or $52.5 million, to $216.5 million in the six months ended June 30, 2020 from $164.0 million in the six months ended June 30, 2019. The increase was primarily due to a 21.0% increase in average gross profit per vehicle sold and by a 9.1% increase in vehicle units sold. Gross margin increased to 15.5% in the six months ended June 30, 2020 from 12.5% in the six months ended June 30, 2019. The increase was primarily due to a sales mix shift towards higher margined towable units, and to higher average motorized gross margins resulting from lower motorized inventory levels that have been better aligned with demand.

Used Vehicles

Used vehicle revenue increased 13.1%, or $55.8 million, to $481.6 million in the six months ended June 30, 2020 from $425.8 million in the six months ended June 30, 2019. The increase was primarily due to a 6.9% increase in vehicle units sold, and a 5.8% increase in average selling price per vehicle sold. On a same store basis, used vehicle revenue increased 7.9% to $447.9 million in the six months ended June 30, 2020 from $415.0 million in the six months ended June 30, 2019.

Used vehicle gross profit increased 20.8%, or $18.7 million, to $109.0 million in the six months ended June 30, 2020 from $90.2 million in the six months ended June 30, 2019. The increase was primarily from a 6.9% increase in vehicle units sold and a 12.9% increase in average gross profit per vehicle. Used vehicle gross margin increased to 22.6% in the six months ended June 30, 2020 from 21.2% in the six months ended June 30, 2019. The increase was driven by nearly all product types as a result of strength in the used market across nearly all product types.

Products, service and other

Products, service and other revenue decreased 14.0%, or $65.5 million, to $403.8 million in the six months ended June 30, 2020, from $469.3 million in the six months ended June 30, 2019. The decrease was primarily attributable to store closures related to the 2019 Strategic Shift. On a same store basis, products, service and other revenue increased 1.1% to $264.0 million for the six months ended June 30, 2020 from $261.1 million in the six months ended June 30, 2019.

Products, service and other gross profit decreased 6.3%, or $10.4 million, to $154.2 million in the six months ended June 30, 2020 from $164.6 million in the six months ended June 30, 2019. The decrease was primarily due to store closures related to the 2019 Strategic Shift. Products, service and other gross margin increased to 38.2% in the six months ended June 30, 2020 from 35.1% in the six months ended June 30, 2019. The increase was primarily due to a sales mix shift towards higher margin legacy RV products.

Finance and Insurance, net

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. Finance and insurance, net revenue and gross profit each increased 8.9%, or $19.7 million, to $239.8 million in the six months ended June 30, 2020 from $220.1 million in the six months ended June 30, 2019. Finance and insurance, net revenue as a percentage of new and used vehicles financed increased to 12.8% for the six months ended June 30, 2020 from 12.7% for the six months ended June 30, 2019. On a same store basis, finance and insurance, net revenue and gross profit increased 4.3%, or $9.1 million, to $220.2 million versus the six months ended June 30, 2019.

Good Sam Club

Good Sam Club revenue decreased 9.1%, or $2.2 million, to $21.7 million in the six months ended June 30, 2020 from $23.8 million in the six months ended June 30, 2019. The decrease resulted from reduced membership fees and royalty fees from the credit card related to fewer retail locations that resulted from store closures related to the 2019 Strategic Shift.

Good Sam Club gross profit increased 0.5%, or $0.1 million, to $17.3 million in the six months ended June 30, 2020 from $17.2 million in the six months ended June 30, 2019. The increase was primarily due to reduced marketing expenses for the Good Sam membership related to fewer retail locations as a result of store closures related to the 2019 Strategic Shift. Gross margin increased to 79.8% in the six months ended June 30, 2020 from 72.1% in the six months ended June 30, 2019 primarily due to reduced club marketing expenses.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased 5.6%, or $32.2 million, to $539.2 million in the six months ended June 30, 2020 from $571.4 million in the six months ended June 30, 2019. The $32.2 million decrease was primarily due to a decrease of $16.8 million in selling expense, $4.3 million in wage-related expenses, $2.7 million of personal and real property expense, $6.1 million of other store and corporate overhead expenses, and $2.3 million of service and professional fees. Selling, general and administrative expenses as a percentage of total gross profit decreased to 68.1% in the six months ended June 30, 2020, from 80.7% in the six months ended June 30, 2019.

Depreciation and amortization

Depreciation and amortization decreased 3.2%, or $0.9 million, to $26.6 million in the six months ended June 30, 2020 from $27.5 million in the six months ended June 30, 2019 due to a reduction in capital expenditures and the asset impairment related to the 2019 Strategic Shift.

Long-lived asset impairment

As discussed in Note 4 – Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q, we recognized $6.6 million of long-lived asset impairments during the six months ended June 30, 2020, of which $6.5 million related to the 2019 Strategic Shift discussed above.

Lease termination

Lease termination expense of $1.5 million in the six months ended June 30, 2020 related primarily to the 2019 Strategic Shift discussed above.

Floor plan interest expense

Floor plan interest expense decreased 40.1%, or $9.2 million, to $13.7 million in the six months ended June 30, 2020 from $22.9 million in the six months ended June 30, 2019. The decrease was primarily due to a 154 basis point decrease in the average floor plan borrowing rate, and a 12.1% decrease in average floor plan borrowings driven by lower average inventory levels.

Other interest expense, net

Other interest expense decreased 18.5%, or $6.6 million, to $29.2 million in the six months ended June 30, 2020 from $35.9 million in the six months ended June 30, 2019. The decrease was primarily due to a 107 basis point decrease in the average interest rate.

Income tax expense

Income tax expense decreased $6.5 million to $24.6 million in the six months ended June 30, 2020 compared to the six months ended June 30, 2019. The decrease was primarily due to the transfer of assets to CW that was recorded in the prior year as discussed in Note 12 – Income Taxes to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, offset by higher income incurred at CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share, partially offset by operating losses recorded by CW for which no tax benefit can be recognized.

Net income

Net income increased 477.5%, or $123.3 million, to a net income of $149.1 million for the six months ended June 30, 2020 from a net income of $25.8 million in the six months ended June 30, 2019 primarily due to the items mentioned above.

Segment results

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

*($ in thousands)*

| ​ ​ ​ ​ Revenue: | ​ ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ | ​ ​ June 30, 2019 ​ Amount ​ ​ | ​ ​ ​ | ​ Percent of Revenue ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Favorable/ (Unfavorable) $% ​ ​ | ​ ​ | ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- | --- | --- | ---: |
| Good Sam Services and Plans | ​ | $93,384 | ​ | 3.5% | ​ | $93,289 | ​ | 3.7% | ​ | $95 | ​ | 0.1% |
| RV and Outdoor Retail | ​ | ​ 2,552,394 | ​ | 96.9% | ​ | ​ 2,469,862 | ​ | 97.3% | ​ | ​ 82,532 | ​ | 3.3% |
| Elimination of intersegment revenue | ​ | ​ (11,760) | ​ | (0.4%) | ​ | ​ (24,035) | ​ | (0.9%) | ​ | ​ 12,275 | ​ | 51.1% |
| Total consolidated revenue | ​ | ​ 2,634,018 | ​ | 100.0% | ​ | ​ 2,539,116 | ​ | 100.0% | ​ | ​ 94,902 | ​ | 3.7% |
| Segment income:(1) | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Good Sam Services and Plans | ​ | ​ 45,931 | ​ | 1.7% | ​ | ​ 43,622 | ​ | 1.7% | ​ | ​ 2,309 | ​ | 5.3% |
| RV and Outdoor Retail | ​ | ​ 188,511 | ​ | 7.2% | ​ | ​ 75,312 | ​ | 3.0% | ​ | ​ 113,199 | ​ | 150.3% |
| Total segment income | ​ | ​ 234,442 | ​ | 8.9% | ​ | ​ 118,934 | ​ | 4.7% | ​ | ​ 115,508 | ​ | 97.1% |
| Corporate & other | ​ | ​ (4,894) | ​ | (0.2%) | ​ | ​ (7,087) | ​ | (0.3%) | ​ | ​ 2,193 | ​ | 30.9% |
| Depreciation and amortization | ​ | ​ (26,645) | ​ | (1.0%) | ​ | ​ (27,540) | ​ | (1.1%) | ​ | ​ 895 | ​ | 3.2% |
| Tax Receivable Agreement liability adjustment | ​ | ​ — | ​ | — | ​ | ​ 8,477 | ​ | 0.3% | ​ | ​ (8,477) | ​ | (100.0%) |
| Other interest expense, net | ​ | ​ (29,205) | ​ | (1.1%) | ​ | ​ (35,854) | ​ | (1.4%) | ​ | ​ 6,649 | ​ | 18.5% |
| Income before income taxes | ​ | $173,698 | ​ | 6.6% | ​ | $56,930 | ​ | 2.2% | ​ | $116,768 | ​ | 205.1% |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Same store revenue- RV and Outdoor Retail(2) | ​ | $2,201,248 | ​ | ​ | ​ | $2,133,124 | ​ | ​ | ​ | $68,124 | ​ | 3.2% |

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

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

Good Sam Services and Plans

Good Sam Services and Plans segment revenue increased 0.1%, or $0.1 million, to $93.4 million in the six months ended June 30, 2020, from $93.3 million in the six months ended June 30, 2019. The increase was primarily attributable to a $1.1 million in the vehicle insurance products primarily due to increased policies in force and an $0.8 million increase in our roadside assistance programs primarily resulting from upsells to higher priced product offerings, partially offset by a $1.2 million decrease in consumer shows revenue due to eight fewer consumer shows, and a $0.6 million decrease from other services and plans.

Good Sam Services and Plans segment income increased 5.3%, or $2.3 million, to $45.9 million in the six months ended June 30, 2020, from $43.6 million in the six months ended June 30, 2019. The increase was primarily attributable to increased segment gross profit of $2.5 million consisting mostly of a $2.1 million increase from the roadside assistance programs, a $1.3 million increase from the extended vehicle programs, and an $0.8 million increase from the vehicle insurance products, partially offset by $0.9 million of increased accrual for program costs, a $0.6 million reduction from reduced consumer shows, and a $0.2 million decrease from other services and plans, in addition to a $0.2 million increase in selling, general and administrative expenses. Good Sam Services and Plans segment margin increased 248 basis points to 50.1% in the six months ended June 30, 2020 from 47.6% in the six months ended June 30, 2019.

RV and Outdoor Retail

RV and Outdoor Retail segment revenue increased 3.3%, or $82.5 million, to $2.6 billion in the six months ended June 30, 2020 from $2.5 billion in the six months ended June 30, 2019. The increase was primarily driven by an $87.2 million, or 6.6%, increase in new vehicle revenue, a $55.8 million, or 13.1%, increase in used vehicle revenue, and an $18.9 million, or 8.4%, increase in finance and insurance revenue, partially offset by a $77.2 million, or 16.0%, decrease in products, service and other revenue primarily due to the 2019 Strategic Shift, and a $2.2 million, or 9.1%, decrease in Good Sam Club revenue.

RV and Outdoor Retail segment income increased 150.3%, or $113.2 million, to a segment income of $188.5 million in the six months ended June 30, 2020 from a segment income of $75.3 million in the six months ended June 30, 2019. The increase was primarily related to increased segment gross profit of $80.6 million primarily due to the volume increase of vehicles sold, reduced selling, general and administrative expenses of $30.1 million, reduced floor plan interest expense of $9.2 million, and $1.4 million of reduced loss on asset disposal, partially offset by $6.6 million of long-lived asset impairment, and $1.5 million of lease termination losses. RV and Outdoor Retail segment margin increased 434 basis points to 7.4%

Corporate and other expenses

Corporate and other expenses decreased 30.9%, or $2.2 million, to $4.9 million in the six months ended June 30, 2020 from $7.1 million in the six months ended June 30, 2019 primarily from reduced professional fees.

### 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 measures. In evaluating these non-GAAP measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of those adjusted in this presentation. The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.

#### EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We define “EBITDA” as net income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination loss, loss 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, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures, which are net income and net income margin, respectively:

*($ in thousands)*

| ​ ​ ​ EBITDA: | ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2020 ​ ​ | ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ | ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 ​ ​ | ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income | ​ | $163,222 | ​ | $52,623 | ​ | $149,093 | ​ | $25,816 |
| Other interest expense, net | ​ | ​ 14,547 | ​ | ​ 18,211 | ​ | ​ 29,205 | ​ | ​ 35,854 |
| Depreciation and amortization | ​ | ​ 12,567 | ​ | ​ 13,946 | ​ | ​ 26,645 | ​ | ​ 27,540 |
| Income tax expense | ​ | ​ 20,473 | ​ | ​ 8,201 | ​ | ​ 24,605 | ​ | ​ 31,114 |
| Subtotal EBITDA | ​ | ​ 210,809 | ​ | ​ 92,981 | ​ | ​ 229,548 | ​ | ​ 120,324 |
| Long-lived asset impairment (a) | ​ | ​ — | ​ | ​ — | ​ | ​ 6,569 | ​ | ​ — |
| Lease termination (b) | ​ | ​ 868 | ​ | ​ — | ​ | ​ 1,452 | ​ | ​ — |
| Loss on disposal of assets, net (c) | ​ | ​ 272 | ​ | ​ 2,374 | ​ | ​ 783 | ​ | ​ 2,160 |
| Equity-based compensation (d) | ​ | ​ 4,182 | ​ | ​ 3,863 | ​ | ​ 7,494 | ​ | ​ 6,579 |
| Tax Receivable Agreement liability adjustment (e) | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (8,477) |
| Restructuring costs (f) | ​ | ​ 4,591 | ​ | ​ — | ​ | ​ 10,873 | ​ | ​ — |
| Adjusted EBITDA | ​ | $220,722 | ​ | $99,218 | ​ | $256,719 | ​ | $120,586 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

| ​ ​ ​ (as percentage of total revenue) EBITDA margin: | ​ ​ ​ ​ | ​ Three Months Ended June 30, 2020 ​ | ​ ​ | ​ ​ ​ | ​ June 30, 2019 ​ | ​ ​ | ​ ​ ​ ​ | ​ Six Months Ended June 30, 2020 ​ | ​ ​ | ​ ​ ​ | ​ June 30, 2019 ​ | ​ ​ |
| --- | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: |
| Net income margin | ​ | ​ | 10.2% | ​ | ​ | 3.6% | ​ | ​ | 5.7% | ​ | ​ | 1.0% |
| Other interest expense, net | ​ | ​ | 0.9% | ​ | ​ | 1.2% | ​ | ​ | 1.1% | ​ | ​ | 1.4% |
| Depreciation and amortization | ​ | ​ | 0.8% | ​ | ​ | 0.9% | ​ | ​ | 1.0% | ​ | ​ | 1.1% |
| Income tax expense | ​ | ​ | 1.3% | ​ | ​ | 0.6% | ​ | ​ | 0.9% | ​ | ​ | 1.2% |
| Subtotal EBITDA margin | ​ | ​ | 13.1% | ​ | ​ | 6.3% | ​ | ​ | 8.7% | ​ | ​ | 4.7% |
| Long-lived asset impairment (a) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.2% | ​ | ​ | — |
| Lease termination (b) | ​ | ​ | 0.1% | ​ | ​ | — | ​ | ​ | 0.1% | ​ | ​ | — |
| Loss on disposal of assets, net (c) | ​ | ​ | 0.0% | ​ | ​ | 0.2% | ​ | ​ | 0.0% | ​ | ​ | 0.1% |
| Equity-based compensation (d) | ​ | ​ | 0.3% | ​ | ​ | 0.3% | ​ | ​ | 0.3% | ​ | ​ | 0.3% |
| Tax Receivable Agreement liability adjustment (e) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.3%) |
| Restructuring costs (f) | ​ | ​ | 0.3% | ​ | ​ | — | ​ | ​ | 0.4% | ​ | ​ | — |
| Adjusted EBITDA margin | ​ | ​ | 13.7% | ​ | ​ | 6.7% | ​ | ​ | 9.7% | ​ | ​ | 4.7% |

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift. See Note 4 – Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(b) Represents the loss on the termination of operating leases relating primarily to the 2019 Strategic Shift, net of lease termination fees. See Note 4– Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

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

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

(f) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs do not include lease termination costs, which are presented separately above. See Note 4 – Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

#### 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, loss 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:

*(In thousands except per share amounts)*

| ​ ​ ​ Numerator: | ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2020 ​ ​ | ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ | ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 ​ ​ | ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (loss) attributable to Camping World Holdings, Inc. | ​ | $58,077 | ​ | $18,017 | ​ | $49,917 | ​ | $(1,378) |
| Adjustments related to basic calculation: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Long-lived asset impairment (a): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ — | ​ | ​ — | ​ | ​ 6,569 | ​ | ​ — |
| Income tax expense for above adjustment (b) | ​ | ​ — | ​ | ​ — | ​ | ​ (13) | ​ | ​ — |
| Lease termination (c): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 868 | ​ | ​ — | ​ | ​ 1,452 | ​ | ​ — |
| Income tax expense for above adjustment (b) | ​ | ​ (23) | ​ | ​ — | ​ | ​ (23) | ​ | ​ — |
| Loss on disposal of assets and other expense, net (d): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 272 | ​ | ​ 2,374 | ​ | ​ 783 | ​ | ​ 2,160 |
| Income tax (expense) benefit for above adjustment (b) | ​ | ​ (2) | ​ | ​ (3) | ​ | ​ (3) | ​ | ​ 6 |
| Equity-based compensation (e): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 4,182 | ​ | ​ 3,863 | ​ | ​ 7,494 | ​ | ​ 6,579 |
| Income tax expense for above adjustment (b) | ​ | ​ (383) | ​ | ​ (348) | ​ | ​ (685) | ​ | ​ (569) |
| Tax Receivable Agreement liability adjustment (f): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (8,477) |
| Income tax benefit for above adjustment (b) | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 2,143 |
| Restructuring costs (g): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gross adjustment | ​ | ​ 4,591 | ​ | ​ — | ​ | ​ 10,873 | ​ | ​ — |
| Income tax expense for above adjustment (b) | ​ | ​ (23) | ​ | ​ — | ​ | ​ (58) | ​ | ​ — |
| Adjustment to net income (loss) attributable to non-controlling interests resulting from the above adjustments (h) | ​ | ​ (5,733) | ​ | ​ (3,624) | ​ | ​ (15,727) | ​ | ​ (5,077) |
| Adjusted net income (loss) attributable to Camping World Holdings, Inc. – basic | ​ | ​ 61,826 | ​ | ​ 20,279 | ​ | ​ 60,579 | ​ | ​ (4,613) |
| 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) | ​ | ​ — | ​ | ​ 7 | ​ | ​ 550 | ​ | ​ — |
| Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j) | ​ | ​ — | ​ | ​ (2) | ​ | ​ (145) | ​ | ​ — |
| Reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (i) | ​ | ​ 110,878 | ​ | ​ — | ​ | ​ — | ​ | ​ — |
| Income tax on reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (j) | ​ | ​ (26,132) | ​ | ​ — | ​ | ​ — | ​ | ​ — |
| Assumed income tax expense of combining C-corporations with full valuation allowances with the income of other consolidated entities after the dilutive exchange of common units in CWGS, LLC (k) | ​ | ​ (1,708) | ​ | ​ — | ​ | ​ — | ​ | ​ — |
| Adjusted net income (loss) attributable to Camping World Holdings, Inc. – basic and diluted | ​ | $144,864 | ​ | $20,284 | ​ | $60,984 | ​ | $(4,613) |
| **Denominator:** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Weighted-average Class A common shares outstanding – basic | ​ | ​ 37,635 | ​ | ​ 37,239 | ​ | ​ 37,585 | ​ | ​ 37,217 |
| Adjustments related to diluted calculation: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (l) | ​ | ​ 51,620 | ​ | ​ — | ​ | ​ — | ​ | ​ — |
| Dilutive restricted stock units (l) | ​ | ​ 434 | ​ | ​ 17 | ​ | ​ 359 | ​ | ​ — |
| Adjusted weighted average Class A common shares outstanding – diluted | ​ | ​ 89,689 | ​ | ​ 37,256 | ​ | ​ 37,944 | ​ | ​ 37,217 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Adjusted earnings (loss) per share - basic | ​ | $1.64 | ​ | $0.54 | ​ | $1.61 | ​ | $(0.12) |
| Adjusted earnings (loss) per share - diluted | ​ | $1.62 | ​ | $0.54 | ​ | $1.61 | ​ | $(0.12) |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

50

*(In thousands except per share amounts)*

| ​ ​ ​ Anti-dilutive amounts (m): Numerator: | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2020 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ June 30, 2019 ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (i) | ​ | $— | ​ | $38,223 | ​ | $114,353 | ​ | $32,271 |
| Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (j) | ​ | $— | ​ | $(12,524) | ​ | $(31,720) | ​ | $(17,089) |
| Assumed income tax benefit of combining C-corporations with full valuation allowances with the income of other consolidated entities after the anti-dilutive exchange of common units in CWGS, LLC (k) | ​ | $— | ​ | $5,457 | ​ | $6,435 | ​ | $16,024 |
| **Denominator:** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (l) | ​ | ​ — | ​ | ​ 51,669 | ​ | ​ 51,634 | ​ | ​ 51,671 |
| Anti-dilutive restricted stock units (l) | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 12 |

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift. See Note 4 – Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(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 25.0% and 25.3% for the adjustments for the 2020 and 2019 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 termination of operating leases relating primarily to the 2019 Strategic Shift, net of lease termination costs. See Note 4 – Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(d) Represents an adjustment to eliminate the gains and losses on sales of various assets, and losses on the disposal or sale of real estate at closed RV and Outdoor Retail locations.

(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 effective income tax rate and the transfer of certain assets from GSS to CW. See Note 12 — Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

(g) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs do not include lease termination costs, which are presented separately above. See Note 4 – Restructuring and Long-lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information.

(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 57.8% and 58.1% for the three months ended June 30, 2020 and 2019, respectively, and 57.9% and 58.1% for the six months ended June 30, 2020, 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 25.0% and 25.3% for the adjustments for the 2020 and 2019 periods, respectively.

(k) Represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.0% and 25.3% during the 2020 and 2019 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 are included in these amounts.

(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.

#### Uses and Limitations of Non-GAAP Financial Measures

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

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

By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our consolidated financial statements included elsewhere in this Form 10-Q as indicators of financial performance. Some of the limitations are:

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

Due to these limitations, the Non-GAAP Financial Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these Non-GAAP Financial Measures only supplementally. As noted in the tables above, certain of the Non-GAAP Financial Measures include adjustments for long-lived asset impairment, lease termination costs, 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.

### Liquidity and Capital Resources

### General

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

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

CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders, including us, and we intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. On July 20, 2020, our board of directors approved the increase of the quarterly dividend to $0.09 per share of Class A common stock from $0.08 per share. During each of the three months ended December 31, 2019, March 31, 2020 and June 30, 2020, we paid a regular quarterly cash dividend of $0.08 per share of our Class A common stock. CWGS, LLC is required to make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of our Annual Report) to the holders of our Class A common stock from time to time subject to the discretion of our board of directors as described under “Dividend Policy” in our Annual Report. During each of the three months ended March 31 and June 30, 2020, we paid a special cash dividend of $0.0732 per share of our Class A common stock. Additionally, on July 20, 2020, our board of directors increased the quarterly special cash dividend to $0.08 per share of Class A common stock from $0.0732 per share. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all.

During the six months ended June 30, 2020, we incurred long-lived asset impairment charges of $6.6 million, including $6.5 million in connection with the 2019 Strategic Shift. We expect that none of the foregoing charges will result in future cash expenditures. Additionally, in connection with the 2019 Strategic Shift, we have incurred or expect to incur costs relating to one-time employee termination benefits of $1.2 million, lease termination costs of between $15.0 million and $20.0 million, incremental inventory reserve charges of $42.4 million, and other associated costs of $20.0 million to $25.0 million. We expect that approximately $5.6 million to $10.6 million of other associated costs, and $8.0 million to $13.0 million of lease termination costs, will result in future cash expenditures. For a discussion of the 2019 Strategic Shift, see Note 4 — Restructuring and Long- lived Asset Impairment to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

There is significant uncertainty surrounding the impact of the COVID-19 pandemic on our results of operations and cash flows. As a result, we initially took proactive steps to increase cash available on-hand, including, but not limited to, reducing cash expenditures, including wage reductions through a combination of temporary salary reductions, layoffs, and furloughs; negotiating payment deferrals with lessors; reducing marketing and promotional expenses; and delaying strategic capital expenditures. We had negotiated lease payment deferrals with numerous landlords amounting to approximately $14.0 million from 2020 into 2021. As demand for our products accelerated and our cash position improved, we repaid these deferred lease payment amounts in full prior to June 30, 2020 and most of the temporary salary reductions ended in May 2020. Additionally, as a result of our improved cash position, we made voluntary principal payments in June 2020 of $9.6 million on our Term Loan Facility and $20.0 million on our Revolving Credit Facility. Due to accelerated industry demand, we saw a substantial increase in contracts in transit volume during the three months ended June 30, 2020. For the three months ended June 30, 2020, we saw a substantial increase in our contracts in transit volume. The increase was driven by accelerated industry demand for new and used RVs and longer contract funding periods. The longer contract funding periods are being driven by the closure of many Department of Motor Vehicles (“DMV”) state facilities, lenders implementing additional employment verification procedures, and a general process slowdown that has resulted from many people working from home. The longer contract funding period has led to an increased backlog in contract funding, which impacts the timing of cash receipts for the sale of RVs and related finance and insurance revenues.

Notwithstanding our obligations under the Tax Receivable Agreement, we believe that our sources of liquidity and capital, including cash provided by operating activities and potentially incurring additional borrowings under our Floor Plan Facility, and borrowings under our Revolving Credit Facility will be sufficient to finance our continued operations, growth strategy, including the opening of any additional RV and outdoor retail locations, regular quarterly cash dividends (as described above) and additional expenses we expect to incur for at least the next twelve months. However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our Revolving Credit Facility or our Floor Plan Facility, including the potential additional borrowings noted above, will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, including as a result of the impact of the COVID-19 pandemic on our business and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may impose significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all, including the expected additional borrowings noted above and particularly in light of the economic uncertainty due to the COVID-19 pandemic. See “Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital” included in Part I, Item 1A of our Annual Report.

As of June 30, 2020 and December 31, 2019, we had working capital of $474.7 million and $394.7 million, respectively, including $227.9 million and $147.5 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $84.3 million and $87.1 million as of June 30, 2020 and December 31, 2019, respectively, which reduces working capital. Deferred revenue primarily consists of cash collected for club memberships in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. Our Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows us to transfer cash as an offset to the payable under the Floor Plan Facility. Of the $216.9 million in the FLAIR offset account at June 30, 2020, we could have withdrawn $180.9 million of cash from the FLAIR offset account and remained in compliance with the financial covenants of the Floor Plan Facility.

### Seasonality

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

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

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

### Cash Flow

The following table shows summary cash flows information for the six months ended June 30, 2020 and 2019:

*(In thousands)*

| ​ ​ ​ | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 | ​ | ​ ​ 2019 |
| --- | --- | ---: | --- | ---: |
| Net cash provided by operating activities | ​ | $515,913 | **​** | $100,179 |
| Net cash used in investing activities | ​ | ​ (13,319) | **​** | ​ (80,522) |
| Net cash used in financing activities | ​ | ​ (422,213) | **​** | ​ (56,954) |
| Net increase (decrease) in cash and cash equivalents | ​ | $80,381 | **​** | $(37,297) |

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

Net cash provided by operating activities was $515.9 million in the six months ended June 30, 2020, an increase of $415.7 million from $100.2 million of net cash provided in operating activities in the six months ended June 30, 2019. The increase was primarily due to $280.7 million of reduced inventory purchases, a $123.3 million increase in net income, $59.2 million of increased accounts payable and other accrued expenses, and $2.4 million of other increases, partially offset by $49.9 million of reduced receivables and contracts in transit.

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

The table below summarizes our capital expenditures for the six months ended June 30, 2020 and 2019:

*(In thousands)*

| ​ ​ ​ | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2020 | ​ | ​ ​ 2019 |
| --- | --- | --- | --- | --- |
| IT hardware and software | ​ | $4,607 | **​** | $4,372 |
| Greenfield and acquired retail locations | ​ | ​ 2,830 | ​ | ​ 18,103 |
| Existing retail locations | ​ | ​ 6,176 | ​ | ​ 4,472 |
| Corporate and other | ​ | ​ 47 | ​ | ​ 901 |
| Total capital expenditures | ​ | $13,660 | ​ | $27,848 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |

Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing retail locations, information technology, hardware, and software. There were no material commitments for capital expenditures as of June 30, 2020. Additionally, during the six months ended June 30, 2020, we entered into the non-cash activity of new finance leases for $6.5 million for IT hardware and $23.0 million for real estate.

Net cash used in investing activities was $13.3 million for the six months ended June 30, 2020. The $13.3 million of cash used in investing activities was comprised of approximately $13.7 million of capital expenditures primarily related to retail locations, and a $0.1 million purchase of intangible assets, partially offset by proceeds of $0.5 million from the sale of property and equipment.

Net cash used in investing activities was $80.5 million for the six months ended June 30, 2019. The $80.5 million of cash used in investing activities was comprised of $38.6 million for the acquisition of RV dealerships, $27.8 million of capital expenditures related to retail locations, and $25.1 million for the purchase of real property, partially offset by proceeds of $10.1 million from the sale of real property and $0.9 million of proceeds from the sale of property and equipment. See Note 11 – Acquisitions to our condensed consolidated financial statements included in Part 1, Item 1 of this Form 10-Q.

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

Our net cash used in financing activities was $422.2 million for the six months ended June 30, 2020. The $422.2 million of cash used in financing activities was primarily due to $316.5 million of reduced borrowings under the Floor Plan Facility, $55.4 million of member distributions, $20.0 million of payments on credit facilities, $16.7 million of payments on our long-term debt, $11.5 million of dividends paid on Class A common stock, $1.7 million of finance lease payments, and $0.5 million of payments related to RSU shares withheld for taxes, partially offset by proceeds from exercise of stock options of $0.1 million.

Our net cash used in financing activities was $57.0 million for the six months ended June 30, 2019. The $57.0 million of cash used in financing activities was primarily due to $38.1 million of non-controlling member distributions, $29.4 million of net payments under the Floor Plan Facility, $11.4 million of dividends paid on Class A common stock and $3.8 million of other financing uses, partially offset by $14.0 million of net proceeds under the Revolving Credit Facility, and $11.7 million of proceeds received from the Real Estate Facility.

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

As of June 30, 2020 and December 31, 2019, we had outstanding debt in the form of our Senior Secured Credit Facilities, our Floor Plan Facility, and our Real Estate Facility. We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. For additional information regarding our interest rate risk and interest rate hedging instruments, see “Quantitative and Qualitative Disclosures About Market Risk” in Part I, Item 3 of this Form 10-Q.

#### Senior Secured Credit Facilities

As of June 30, 2020 and December 31, 2019, CWGS Group, LLC (the “Borrower”), an indirect subsidiary of the Company, was party to a credit agreement (as amended from time to time, the “Credit Agreement”) for a senior secured credit facility (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a term loan facility (the “Term Loan Facility”) and a $35.0 million revolving credit facility (the “Revolving Credit Facility”). The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $3.0 million, which was paid on June 30, 2020. The Revolving Credit Facility matures on November 8, 2021, and the Term Loan Facility matures on November 8, 2023.

The Credit Agreement for our Senior Secured Credit Facilities requires the “Borrower” and its subsidiaries to comply on a quarterly basis with a maximum Total Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding) is greater than 30% of the aggregate amount of the Revolving Lenders’ Revolving Commitments (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding), as defined in the Credit Agreement. As of June 30, 2020, we were not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 30% threshold. At June 30, 2020, we would have met this covenant if we had exceeded the 30% threshold. We were in compliance with all applicable debt covenants at June 30, 2020 and December 31, 2019. On June 30, 2020, the Borrower made a $9.6 million voluntary principal payment on the Term Loan Facility. Additionally, the Borrower is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio.

The following table details the outstanding amounts and available borrowings under our Senior Secured Credit Facilities as of June 30, 2020 and December 31, 2019 (in thousands):

| ​ ​ ​ Senior Secured Credit Facilities: Term Loan Facility: | ​ ​ ​ ​ | ​ ​ June 30, 2020 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ December 31, 2019 ​ ​ ​ ​ |
| --- | --- | --- | --- | --- |
| Principal amount of borrowings | ​ | $1,195,000 | ​ | $1,195,000 |
| Less: cumulative principal payments | ​ | ​ (47,513) | ​ | ​ (31,898) |
| Less: unamortized original issue discount | ​ | ​ (3,790) | ​ | ​ (4,320) |
| Less: finance costs | ​ | ​ (9,306) | ​ | ​ (10,667) |
| ​ | ​ | ​ 1,134,391 | ​ | ​ 1,148,115 |
| Less: current portion | ​ | ​ (11,991) | ​ | ​ (11,991) |
| Long-term debt, net of current portion | ​ | $1,122,400 | ​ | $1,136,124 |
| Revolving Credit Facility: | ​ | ​ ​ | ​ | ​ ​ |
| Total commitment | ​ | $35,000 | ​ | $35,000 |
| Less: outstanding letters of credit | ​ | ​ (5,622) | ​ | ​ (4,112) |
| Less: availability reduction due to Total Leverage Ratio | ​ | ​ — | ​ | ​ (21,622) |
| Additional borrowing capacity | ​ | $29,378 | ​ | $9,266 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |

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

#### Floor Plan Facility

As of June 30, 2020 and December 31, 2019, FreedomRoads, LLC (“FR”), an indirect subsidiary of the Company, maintained floor plan financing through the Seventh Amended and Restated Credit Agreement (“Floor Plan Facility”). On October 8, 2019, FR entered into a Second Amendment to the Seventh Amended and Restated Credit Agreement, (the “Second Amendment’). The applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR. At June 30, 2020, the Floor Plan Facility allowed FR to borrow (a) up to $1.38 billion under a floor plan facility, (b) up to $15.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $54.0 million under the revolving line of credit, which maximum amount outstanding decreases by $3.0 million on the last day of each fiscal quarter. The maturity date of the Floor Plan Facility is March 15, 2023. On May 12, 2020, FR entered into a Third Amendment to the Seventh Amended and Restated Credit Agreement (“Third Amendment”) that provides FR with a one-time option to request a temporary four-month reduction (“Current Ratio Reduction Period”) of the minimum Consolidated Current Ratio (as defined in the Floor Plan Facility) at any time during 2020 and the first seven days of 2021. During the Current Ratio Reduction Period, the applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05% to 3.00% and 0.55% and 1.50%, respectively, based on the Consolidated Current Ratio at FR. Effective May 12, 2020 through July 31, 2020, FR is not allowed to draw further Revolving Credit Loans (as defined in the Floor Plan Facility). On June 29, 2020, FR made a voluntary $20.0 million principal payment on the revolving line of credit.

The credit agreement governing the Floor Plan Facility contains certain financial covenants, which we were in compliance with at June 30, 2020 and December 31, 2019 and we have not exercised the option to request the Current Ratio Reduction Period.

The following table details the outstanding amounts and available borrowings under our Floor Plan Facility as of June 30, 2020 and December 31, 2019 (in thousands):

| ​ ​ ​ Floor Plan Facility: Notes payable — floor plan: | ​ ​ ​ ​ | ​ ​ June 30, 2020 ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ December 31, 2019 ​ ​ ​ ​ |
| --- | --- | --- | --- | --- |
| Total commitment | ​ | $1,379,750 | ​ | $1,379,750 |
| Less: borrowings, net | ​ | ​ (470,871) | ​ | ​ (848,027) |
| Less: flooring line aggregate interest reduction account | ​ | ​ (216,850) | ​ | ​ (87,016) |
| Additional borrowing capacity | ​ | ​ 692,029 | ​ | ​ 444,707 |
| Less: accounts payable for sold inventory | ​ | ​ (88,556) | ​ | ​ (27,892) |
| Less: purchase commitments | ​ | ​ (31,993) | ​ | ​ (8,006) |
| Unencumbered borrowing capacity | ​ | $571,480 | ​ | $408,809 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |
| Revolving line of credit | ​ | $54,000 | ​ | $60,000 |
| Less: borrowings | ​ | ​ (20,885) | ​ | ​ (40,885) |
| Less: temporary limitation on borrowing through July 31, 2020 | ​ | ​ (33,115) | ​ | ​ - |
| Additional borrowing capacity | ​ | $- | ​ | $19,115 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |
| Letters of credit: | ​ | ​ ​ | ​ | ​ ​ |
| Total commitment | ​ | $15,000 | ​ | $15,000 |
| Less: outstanding letters of credit | ​ | ​ (11,175) | ​ | ​ (11,175) |
| Additional letters of credit capacity | ​ | $3,825 | ​ | $3,825 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |

58

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

#### Real Estate Facility

As of June 30, 2020 and December 31, 2019, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), was party to a loan and security agreement for a real estate credit facility with an aggregate maximum principal amount of $21.5 million (“Real Estate Facility”).

The Real Estate Facility is subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants which we were in compliance with at June 30, 2020 and December 31, 2019.

The outstanding principal of the Real Estate Facility was $18.7 million and $19.7 million as of June 30, 2020 and December 31, 2019. In August 2020, we entered into an agreement to lease an owned property for a former distribution center in Greenville, North Carolina to a third party. By entering into this lease, we were required to pay down $10.3 million of the Real Estate Facility in August 2020.

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

### Sale/Leaseback Arrangements

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

### Deferred Revenue

Deferred revenue consists of our sales for products not yet recognized as revenue at the end of a given period. Our deferred revenue as of June 30, 2020 was $146.2 million.

### Off-Balance Sheet Arrangements

As of June 30, 2020, we did not have any off-balance sheet arrangements other than short-term leases not included in our lease obligation.

### Contractual Obligations

There were no material changes in our commitments during the three months ended June 30, 2020 under contractual obligations from those disclosed in our Annual Report outside the course of normal business.

### Critical Accounting Policies and Estimates

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

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

### Recent Accounting Pronouncements

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

## Market risk

As filed, 268 characters.

For a discussion of the Company’s quantitative and qualitative disclosures about market risks, see Item 7A. Quantitative and Qualitative Disclosures About Market Risks, in our Annual Report. As of June 30, 2020, there have been no material changes in this information.

## Controls and procedures

As filed, 1,638 characters.

#### Limitations on Effectiveness of Controls and Procedures

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

#### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2020.

#### Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended June 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 8,778 characters.

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on February 28, 2020, other than with respect to the risk factors described below.

***The COVID-19 pandemic has had, and could again have in the future, certain negative impacts on our business, and such impacts may have a material adverse effect on our results of operations, financial condition and cash flows.***

The public health crisis caused by the COVID-19 pandemic and the measures being taken by governments, businesses, including us and our vendors, and the public at large to limit COVID-19's spread have had, and could again have in the future, certain negative impacts on our business including, without limitation, the following:

- When governmentally mandated or voluntary stay-at-home guidelines were put in place, we had experienced a decrease in traffic at our RV and Outdoor Retail locations, which resulted in a decrease in the sales of certain of our products and services at our RV and Outdoor Retail locations. If stay-at-home or shelter-in-place orders are reinstated, we may again experience negative impacts on our sales that could be more prolonged and more severe than what we have experienced to date. As stay-at-home restrictions began to ease across certain areas of the country, we experienced significant acceleration in our in-store traffic and revenue trends in May and June 2020. The industry has seen an influx of new first time participants because RVs allow people to travel in a safe and socially distant manner during the COVID-19 crisis. These trends may not continue in the future, in particular if the cruise line, air travel and hotel industries begin to recover. Accordingly, investors are cautioned not to unduly rely on the historical information in this Form 10-Q regarding our business, results of operations, financial condition or liquidity.
- National parks and RV parks temporarily closed and may in the future close again in response to the COVID-19 pandemic, which could cause consumers to use their RVs less frequently and be less inclined to need or renew certain of our services or purchase products through our e-commerce websites.
- As of June 30, 2020, we have temporarily closed three dealerships and two of our specialty retail locations as a result of COVID-19. To the extent the COVID-19 pandemic intensifies or governmental orders change, we may be forced to close more locations in the future.
- Deteriorating economic conditions as a result of the COVID-19 pandemic, such as increased unemployment, decreases in disposable income, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products and services.
- We have made temporary changes to our operating procedures at our RV and Outdoor Retail locations and offices. We are taking measures to protect our customers, employees and facilities, which include, but are not limited to, social distancing, providing employees with face coverings and/or other protective clothing as required, and implementing additional cleaning and sanitization routines. These measures may not be sufficient to prevent the spread of COVID-19 among our employees and, therefore, we may face labor shortages including key positions. Additionally, our employees may not be as efficient while operating under these temporary procedures, which could result in additional labor costs.
- We have faced, and may continue to face, increasing delays in the delivery of certain products from our vendors as a result of shipping delays due to, among other things, additional safety requirements imposed by governmental authorities and capacity constraints experienced by our transportation contractors.
- Some of our vendors have experienced, and may experience in the future, temporary facility closures, production slowdowns and disruptions in distribution operations as a result of the impact of the COVID-19 pandemic on their respective businesses, such as Thor Industries, Inc.’s temporary closure of its North American production facilities from late March to early May 2020.
- Disruptions in supply chains may place constraints on our ability to source products, which may increase our product costs or lead to shortages.
- Our ability to increase our borrowing capacity may be limited as a result of the COVID-19 pandemic and, if the conditions in the credit markets worsen, our ability to refinance credit arrangements as they mature may also be limited. As a result, there is no guarantee that we will be able to access additional capital on commercially reasonable terms or at all.
- The current uncertain market conditions and their actual or perceived effects on our results of operations and financial condition, along with the current unfavorable economic environment in the United States, may increase the likelihood that one or more of the major independent credit agencies will further downgrade our credit ratings, which could have a negative effect on our borrowing costs.
- Governmental authorities in the United States may increase or impose new income taxes or indirect taxes, or revise interpretations of existing tax rules and regulations, as a means of financing the costs of stimulus and other measures enacted or taken, or that may be enacted or taken in the future, to protect populations and economies from the impact of the COVID-19 pandemic. Such actions could have an adverse effect on our results of operations and cash flows.
- We rely on third-party service providers and business partners, such as cloud data storage and other information technology service providers, suppliers, distributors, contractors, and other external business partners, for certain functions or for services in support of key portions of our operations. These third-party service providers and business partners are subject to risks and uncertainties related to the COVID-19 pandemic, which may interfere with their ability to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms.
- The financial impact of the COVID-19 pandemic may cause one or more of our counterparty financial institutions to fail or default on their obligations to us, which could cause us to incur significant losses.
- Deteriorations in our financial results and financial condition as a result of the COVID-19 pandemic could cause us to default on one or multiple of our credit agreements, including any of the subjective acceleration clauses in such agreements. If this occurs, our obligations under the relevant agreement may be accelerated which would have a material adverse impact on our business, liquidity position and financial position.
- We may be required to record significant impairment charges with respect to noncurrent assets, including goodwill, other intangible assets, and other long-lived assets whose fair values may be negatively affected by the effects of the COVID-19 pandemic on our operations. Also, we may be required to write off excess or obsolete inventory as a result of the COVID-19 pandemic’s damaging impacts on our business.
- As a result of the COVID-19 pandemic, including related governmental guidance or directives, we have required most office-based employees to work remotely. We may experience reductions in productivity and disruptions to our business routines and heightened cybersecurity risks while our remote work policy remains in place.
- Actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19 pandemic may result in legal claims or litigation against us.

The resumption of normal business operations after the disruptions caused by the COVID-19 pandemic may be delayed or constrained by its lingering effects on our consumers, vendors or third-party service providers.

Any of the negative impacts of the COVID-19 pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our results of operations, financial condition and cash flows. Any of these negative impacts, alone or in combination with others, could exacerbate many of the risk factors discussed in “Risk Factors” in Item 1A of Part I of our Annual Report. The full extent to which the COVID-19 pandemic will negatively affect our results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

Filed Aug 6, 2020.
Source: SEC EDGAR, the filing index for accession 0001558370-20-009686. Last ingested by Listed: Oct 24, 2026, 15:07 ET. No prices; not investment advice.