Camping World Holdings, Inc. Reports Third Quarter 2025 Results, Record Breaking Total Unit Volume, Significant Year-to-Date Net Income and Adjusted EBITDA Growth

LINCOLNSHIRE, Ill.--( BUSINESS WIRE)--Camping World Holdings, Inc. (NYSE: CWH) (“CWH” or, collectively with its subsidiaries, the “Company”), the World’s Largest Recreational Vehicle Dealer, today reported results for the third quarter ended September 30, 2025.

Matthew Wagner, President of CWH stated, “Our Company delivered over 40% Adjusted EBITDA (1) growth this quarter, driven by record breaking new and used vehicle volume (2). These results are a testament to our ability to navigate around constant macroeconomic changes, outperforming the industry in every category.”

Mr. Wagner continued, “Year-to-date our Company achieved a record 13.5% market share (3) of new and used units, an over 200 basis point combined improvement. Total new and used same store unit volume momentum continues in October, increasing low double-digit percent year-over-year as used remains a compelling value proposition for consumers focused on affordability. We expect continued progress in 2026, driven by used vehicle unit volume, improving ASPs, and over $15 million of potential cost takeout opportunity.”

Marcus Lemonis, Chairman and Chief Executive Officer of CWH commented, “As our team prepares for 2026, we are extremely confident in our ability to once again outperform the RV industry, grow our earnings, and continue to reduce our leverage year-over-year. As expected, affordability is still top of mind for consumers, and rising prices could create resistance on demand. This is leading us to deliberately set conservative new volume growth assumptions. Our Company will continue to rely on our market leading used, service, and Good Sam businesses as our financial performance differentiator. While it is early in our forecasting, we see a consecutive year of Adjusted EBITDA growth, starting in the low $300 million range, and a plan to outperform it.”

Mr. Lemonis concluded, “Our management team believes this judicious conservatism, combined with our fortified balance sheet and improving leverage, has set the stage for our return to measured and accretive M&A activity across the business.”

Third Quarter-over-Quarter Operating Highlights

(1)

Adjusted earnings per share – diluted, Adjusted EBITDA, and SG&A Excluding SBC are non-GAAP measures. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section later in this press release.

(2)

Refers to combined new and used vehicle unit sale volume.

(3)

New and used unit market share is calculated as total volume of the Company’s new and used units sold during any specified time period divided by the total number of new registrations as reported by SSI Data, LLC, d/b/a Statistical Surveys for that same specified time period.

Revisions to Prior Period Condensed Consolidated Financial Statements

Subsequent to the issuance of the Company's condensed consolidated financial statements for the three and nine months ended September 30, 2024, the Company's management identified prior period misstatements related to the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in CWGS Enterprises, LLC (“CWGS, LLC”), including the associated valuation allowance. As a result, deferred tax assets, net, additional paid-in capital, and income tax benefit (expense) as of and for the years ended December 31, 2023 and 2022 were revised in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025. The misstatements impacted the beginning balances of deferred taxes, net, additional paid-in capital, and retained earnings, which have been revised from the amounts previously reported as of September 30, 2024. The Company evaluated the materiality of these errors, both qualitatively and quantitatively, and determined the effect of these revisions was not material to the previously issued financial statements.

The following table presents the effect of the immaterial misstatements on the Company’s consolidated balance sheet for the period indicated:

As of September 30, 2024

($ in thousands)

As Previously

Reported

Adjustment

As Revised

Deferred tax assets, net

157,886

43,768

201,654

Total assets

4,645,224

43,768

4,688,992

Additional paid-in capital

94,217

33,385

127,602

Retained earnings

161,269

10,383

171,652

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

107,816

43,768

151,584

Total stockholders' equity

172,691

43,768

216,459

Total liabilities and stockholders' equity

4,645,224

43,768

4,688,992

Earnings Conference Call and Webcast Information

A conference call to discuss the Company’s third quarter 2025 financial results is scheduled for October 29, 2025, at 7:30 am Central Time. Investors and analysts can participate on the conference call by dialing 1-844-826-3035 (international callers please dial 1-412-317-5195) and using conference ID# 10203707. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at http://investor.campingworld.com. Presentation materials are available at http://investor.campingworld.com. The replay of the conference call webcast and presentation materials will be available on the investor relations website for approximately 90 days.

Presentation

This press release presents historical results for the periods presented for the Company and its subsidiaries, which are presented in accordance with accounting principles generally accepted in the United States (“GAAP”), unless noted as a non-GAAP financial measure. The Company is the sole managing member of CWGS, LLC, with sole voting power in and control of the management of CWGS, LLC. As of September 30, 2025, the Company owned 61.2% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. Unless otherwise indicated, all financial comparisons in this press release compare our financial results for the third quarter ended September 30, 2025 to our financial results from the third quarter ended September 30, 2024.

About Camping World Holdings, Inc.

Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (together with its subsidiaries) is the world’s largest retailer of RVs and related products and services. Through Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor adventures fun and easy. We strive to build long-term value for our customers, employees, and stockholders 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 highly specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enable us to connect with our customers as stewards of an outdoor and recreational lifestyle. With RV sales and service locations in 44 states, Camping World has grown to become the prime destination for everything RV. For more information, visit www.CampingWorld.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about macroeconomic and industry trends, future reductions in SG&A, future average selling prices, business plans and goals, future growth of our operations, future merger and acquisition activity, future deleveraging activities, future dividend payments, future payments under the Tax Receivable Agreement, and future financial results. These forward-looking statements are based on management’s current expectations.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: general economic conditions, including inflation, interest rates and tariffs; the availability of financing to us and our customers; fuel shortages, high prices for fuel or changes in energy sources; the success of our manufacturers; changes in consumer preferences; competition in our industry; risks related to acquisitions, new store openings and expansion into new markets; our failure to maintain the strength and value of our brands; our ability to manage our inventory; fluctuations in our same store sales; the cyclical and seasonal nature of our business; our dependence on the availability of adequate capital and risks related to our debt; our ability to execute and achieve the expected benefits of our cost cutting initiatives; our reliance on our fulfillment and distribution centers; impacts from natural disasters, including pandemics and health crises; our dependence on our relationships with third party suppliers and lending institutions; risks associated with selling goods manufactured abroad; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; risks associated with our private brand offerings; we may incur asset impairment charges for goodwill, intangible assets or other long-lived assets; tax risks; our private brand offerings exposing us to various risks; regulatory risks; data privacy and cybersecurity risks; risks related to our intellectual property; the impact of ongoing or future lawsuits against us and certain of our officers and directors; risks related to climate change and other environmental, social and governance matters; and risks related to our organizational structure.

These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2024, as updated by our Quarterly Reports on Form 10-Q and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Future declarations of quarterly dividends, if any, are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, receipt of excess tax distributions from CWGS, LLC, its business prospects and other factors that the Company’s Board of Directors may deem relevant.

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

Camping World Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

(In Thousands Except Per Share Amounts)

Three Months Ended

Nine Months Ended

September 30,

2025

2024

2025

2024

Revenue:

Good Sam Services and Plans

52,508

50,841

152,929

149,070

RV and Outdoor Retail

New vehicles

766,779

824,916

2,303,317

2,328,107

Used vehicles

589,092

447,242

1,583,714

1,265,701

Products, service and other

208,634

224,839

596,516

638,680

Finance and insurance, net

178,297

166,255

528,162

480,725

Good Sam Club

10,808

10,895

30,952

33,227

Subtotal

1,753,610

1,674,147

5,042,661

4,746,440

Total revenue

1,806,118

1,724,988

5,195,590

4,895,510

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

Good Sam Services and Plans

22,772

19,700

62,440

52,075

RV and Outdoor Retail

New vehicles

669,415

713,515

1,994,647

1,996,204

Used vehicles

481,217

366,067

1,280,417

1,034,201

Products, service and other

114,427

126,113

315,578

360,721

Good Sam Club

1,254

1,069

3,592

3,729

Subtotal

1,266,313

1,206,764

3,594,234

3,394,855

Total costs applicable to revenue

1,289,085

1,226,464

3,656,674

3,446,930

Gross profit (exclusive of depreciation and amortization shown separately below):

Good Sam Services and Plans

29,736

31,141

90,489

96,995

RV and Outdoor Retail

New vehicles

97,364

111,401

308,670

331,903

Used vehicles

107,875

81,175

303,297

231,500

Products, service and other

94,207

98,726

280,938

277,959

Finance and insurance, net

178,297

166,255

528,162

480,725

Good Sam Club

9,554

9,826

27,360

29,498

Subtotal

487,297

467,383

1,448,427

1,351,585

Total gross profit

517,033

498,524

1,538,916

1,448,580

Operating expenses:

Selling, general, and administrative

411,011

414,209

1,235,945

1,205,358

Depreciation and amortization

25,654

20,583

71,617

59,905

Long-lived asset impairment

617

1,944

1,237

12,355

Lease termination

(2,625

)

(31

)

(2,585

)

Loss (gain) on sale or disposal of assets

534

)

(104

)

9,525

Total operating expenses

437,892

434,106

1,308,664

1,284,558

Income from operations

79,141

64,418

230,252

164,022

Other income (expense)

Floor plan interest expense

(18,061

)

(22,372

)

(57,356

)

(78,053

)

Other interest expense, net

(30,982

)

(35,877

)

(92,349

)

(108,124

)

Tax Receivable Agreement liability adjustment

149,172

—

149,172

—

Other expense, net

(1,162

)

(162

)

(3,920

)

(337

)

Total other income (expense)

98,967

(58,411

)

(4,453

)

(186,514

)

Income (loss) before income taxes

178,108

6,007

225,799

(22,492

)

Income tax (expense) benefit

(207,459

)

2,049

(222,309

)

3,156

Net (loss) income

(29,351

)

8,056

3,490

(19,336

)

Less: net (loss) income attributable to non-controlling interests

(11,087

)

(2,555

)

(25,992

)

12,301

Net (loss) income attributable to Camping World Holdings, Inc.

(40,438

)

5,501

(22,502

)

(7,035

)

(Loss) earnings per share of Class A common stock:

Basic

(0.64

)

0.12

(0.36

)

(0.16

)

Diluted

(0.64

)

0.09

(0.36

)

(0.18

)

Weighted average shares of Class A common stock outstanding:

Basic

62,735

45,232

62,627

45,124

Diluted

62,735

85,618

62,627

85,169

Camping World Holdings, Inc. and Subsidiaries

Supplemental Data (unaudited)

Three Months Ended September 30,

Increase

Percent

2025

2024

(decrease)

Change

Unit sales

New vehicles

20,286

19,943

343

1.7

Used vehicles

18,694

14,065

4,629

32.9

Total

38,980

34,008

4,972

14.6

Average selling price

New vehicles

37,798

41,364

(3,566

)

(8.6

Used vehicles

31,512

31,798

(286

)

(0.9

Same store unit sales (1)

New vehicles

18,544

18,027

517

2.9

Used vehicles

17,294

12,967

4,327

33.4

Total

35,838

30,994

4,844

15.6

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

New vehicles

699,525

752,679

(53,154

)

(7.1

Used vehicles

543,575

413,166

130,409

31.6

Products, service and other

169,341

181,383

(12,042

)

(6.6

Finance and insurance, net

165,026

152,489

12,537

8.2

Total

1,577,467

1,499,717

77,750

5.2

Average gross profit per unit

New vehicles

4,800

5,586

(786

)

(14.1

Used vehicles

5,771

—

0.0

Finance and insurance, net per vehicle unit

4,574

4,889

(315

)

(6.4

Total vehicle front-end yield (2)

9,839

10,551

(712

)

(6.7

Gross margin

Good Sam Services and Plans

56.6

61.3

(462

)

bps

New vehicles

12.7

13.5

(81

)

bps

Used vehicles

18.3

18.2

bps

Products, service and other

45.2

43.9

124

bps

Finance and insurance, net

100.0

unch

Good Sam Club

88.4

90.2

(179

)

bps

Subtotal RV and Outdoor Retail

27.8

27.9

(13

)

bps

Total gross margin

28.6

28.9

(27

)

bps

Retail locations

RV dealerships

196

204

)

(3.9

RV service & retail centers

)

(66.7

Total

197

207

(10

)

(4.8

RV and Outdoor Retail inventories ($ in 000s)

New vehicles

1,258,539

1,189,880

68,659

5.8

Used vehicles

595,055

420,727

174,328

41.4

Products, parts, accessories and misc.

172,520

170,793

1,727

1.0

Total RV and Outdoor Retail inventories

2,026,114

1,781,400

244,714

13.7

Vehicle inventory per location ($ in 000s)

New vehicle inventory per dealer location

6,421

5,833

588

10.1

Used vehicle inventory per dealer location

3,036

2,062

974

47.2

Vehicle inventory turnover (3)

New vehicle inventory turnover

1.8

1.7

0.1

5.7

Used vehicle inventory turnover

3.2

(0.0

)

(0.4

Other data

Active Customers (4)

4,229,138

4,615,443

(386,305

)

(8.4

Good Sam Club members (5)

1,608,107

1,804,334

(196,227

)

(10.9

Service bays (6)

2,811

2,828

(17

)

(0.6

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

13.1

bps

n/a

Same store locations

176

n/a

Nine Months Ended September 30,

Increase

Percent

2025

2024

(decrease)

Change

Unit sales

New vehicles

63,708

58,909

4,799

8.1

Used vehicles

51,539

40,459

11,080

27.4

Total

115,247

99,368

15,879

16.0

Average selling price

New vehicles

36,154

39,520

(3,366

)

(8.5

Used vehicles

30,728

31,284

(556

)

(1.8

Same store unit sales (1)

New vehicles

58,142

53,381

4,761

8.9

Used vehicles

47,498

37,326

10,172

27.3

Total

105,640

90,707

14,933

16.5

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

New vehicles

2,101,586

2,123,286

(21,700

)

(1.0

Used vehicles

1,456,379

1,171,749

284,630

24.3

Products, service and other

480,432

509,885

(29,453

)

(5.8

Finance and insurance, net

489,161

441,446

47,715

10.8

Total

4,527,558

4,246,366

281,192

6.6

Average gross profit per unit

New vehicles

4,845

5,634

(789

)

(14.0

Used vehicles

5,885

5,722

163

2.8

Finance and insurance, net per vehicle unit

4,583

4,838

(255

)

(5.3

Total vehicle front-end yield (2)

9,893

10,508

(615

)

(5.9

Gross margin

Good Sam Services and Plans

59.2

65.1

(590

)

bps

New vehicles

13.4

14.3

(86

)

bps

Used vehicles

19.2

18.3

bps

Products, service and other

47.1

43.5

358

bps

Finance and insurance, net

100.0

unch

Good Sam Club

88.4

88.8

(38

)

bps

Subtotal RV and Outdoor Retail

28.7

28.5

bps

Total gross margin

29.6

bps

Other data

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

13.6

13.4

bps

n/a

Same store locations

176

n/a

unch – unchanged

bps – basis points

n/a – not applicable

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

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

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

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.

Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits.

A service bay is a fully-constructed bay dedicated to service, installation, and collision offerings.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

(In Thousands Except Per Share Amounts)

September 30,

December 31,

September 30,

2025

2024

Assets

Current assets:

Cash and cash equivalents

230,513

208,422

28,380

Contracts in transit

110,220

61,222

111,879

Accounts receivable, net

122,357

120,412

118,300

Inventories

2,026,392

1,821,837

1,781,656

Prepaid expenses and other assets

57,644

58,045

57,158

Assets held for sale

38,431

1,350

10,353

Total current assets

2,585,557

2,271,288

2,107,726

Property and equipment, net

895,270

846,760

836,824

Operating lease assets

716,467

739,352

755,223

Deferred tax assets, net

1,495

215,140

201,654

Intangible assets, net

16,703

19,469

20,413

Goodwill

748,951

734,023

732,813

Other assets

34,524

37,245

34,339

Total assets

4,998,967

4,863,277

4,688,992

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

224,615

145,346

221,292

Accrued liabilities

177,866

118,557

182,926

Deferred revenues

98,293

92,124

100,894

Current portion of operating lease liabilities

65,497

61,993

60,481

Current portion of finance lease liabilities

8,689

7,044

7,077

Current portion of Tax Receivable Agreement liability

1,200

—

Current portion of long-term debt

22,749

23,275

23,798

Notes payable – floor plan, net

1,361,019

1,161,713

1,030,187

Other current liabilities

84,896

70,900

83,906

Total current liabilities

2,044,824

1,680,952

1,710,561

Operating lease liabilities, net of current portion

732,884

764,113

779,873

Finance lease liabilities, net of current portion

128,315

131,004

132,784

Tax Receivable Agreement liability, net of current portion

—

150,372

149,866

Revolving line of credit

—

31,885

Long-term debt, net of current portion

1,459,307

1,493,318

1,506,027

Deferred revenues

61,844

63,642

67,647

Other long-term liabilities

88,819

94,927

93,890

Total liabilities

4,515,993

4,378,328

4,472,533

Commitments and contingencies

Stockholders' equity:

Preferred stock, par value $0.01 per share – 20,000 shares authorized; none issued and outstanding

—

Class A common stock, par value $0.01 per share – 250,000 shares authorized; 62,819, 62,502 and 49,571 shares issued, respectively, and 62,819, 62,502 and 45,342 shares outstanding, respectively

628

625

496

Class B common stock, par value $0.0001 per share – 75,000 shares authorized; 39,466 shares issued and outstanding

Class C common stock, par value $0.0001 per share – 0.001 share authorized, issued and outstanding

—

Additional paid-in capital

209,349

193,692

127,602

Treasury stock, at cost; 4,229 shares at September 30, 2024

—

(148,170

)

Retained earnings

86,235

132,241

171,652

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

296,216

326,562

151,584

Non-controlling interests

186,758

158,387

64,875

Total stockholders' equity

482,974

484,949

216,459

Total liabilities and stockholders' equity

4,998,967

4,863,277

4,688,992

Camping World Holdings, Inc. and Subsidiaries

Summary of Consolidated Statements of Cash Flows (unaudited)

(In Thousands)

Nine Months Ended September 30,

2025

2024

Net cash provided by operating activities

95,236

408,541

Investing activities

Purchases of property and equipment

(84,130

)

(68,194

)

Proceeds from sale or disposal of property and equipment

3,650

3,820

Purchases of real property

(122,842

)

(1,243

)

Proceeds from the sale or disposal of real property

53,769

48,434

Purchases of businesses, net of cash acquired

(81,203

)

(62,323

)

Proceeds from divestiture of business

11,027

19,957

Purchases of other investments

(6,668

)

—

Proceeds from other investments

326

—

Purchases of intangible assets

—

(142

)

Proceeds from sale of intangible assets

—

2,595

Net cash used in investing activities

(226,071

)

(57,096

)

Financing activities

Proceeds from long-term debt

—

55,624

Payments on long-term debt

(38,223

)

(66,763

)

Net proceeds (payments) on notes payable – floor plan, net

226,342

(317,519

)

Borrowings on revolving line of credit

—

43,000

Payments on revolving line of credit

—

(32,000

)

Payments on finance leases

(5,540

)

(5,684

)

Payments on sale-leaseback arrangement

(151

)

(147

)

Payment of debt issuance costs

—

(876

)

Payments of stock offering costs

(572

)

—

Dividends on Class A common stock

(23,504

)

(16,940

)

Proceeds from exercise of stock options

—

549

RSU shares withheld for tax

(2,940

)

(3,110

)

Distributions to holders of LLC common units

(2,486

)

(18,846

)

Net cash provided by (used in) financing activities

152,926

(362,712

)

Increase (decrease) in cash and cash equivalents

22,091

(11,267

)

Cash and cash equivalents at beginning of the period

208,422

39,647

Cash and cash equivalents at end of the period

230,513

28,380

(Loss) Earnings Per Share

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

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

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands except per share amounts)

2025

2024

2025

2024

Numerator:

Net (loss) income

(29,351

)

8,056

3,490

(19,336

)

Less: net (loss) income attributable to non-controlling interests

(11,087

)

(2,555

)

(25,992

)

12,301

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

(40,438

)

5,501

(22,502

)

(7,035

)

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

—

2,127

—

(8,525

)

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

(40,438

)

7,628

(22,502

)

(15,560

)

Denominator:

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

62,735

45,232

62,627

45,124

Dilutive restricted stock units

—

341

—

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

—

40,045

—

40,045

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

62,735

85,618

62,627

85,169

(Loss) earnings per share of Class A common stock — basic

(0.64

)

0.12

(0.36

)

(0.16

)

(Loss) earnings per share of Class A common stock — diluted

(0.64

)

0.09

(0.36

)

(0.18

)

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

Stock options to purchase Class A common stock

144

158

150

182

Restricted stock units

2,359

890

2,423

2,031

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

39,895

—

39,895

—

Weighted-average contingently issuable shares excluded from the computation of diluted (loss) earnings per share of Class A common stock since all necessary conditions had not been satisfied:

Performance stock units

750

—

750

—

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; Adjusted Earnings Per Share – Diluted; and SG&A Excluding SBC (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. Certain of these Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and 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. They should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, 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 section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

Our earnings call on October 29, 2025 may present guidance that includes Adjusted EBITDA. A full reconciliation of the forecasted Adjusted EBITDA to its most-directly comparable GAAP metric cannot be provided without unreasonable efforts due to the inherent difficulty in forecasting and quantifying with reasonable accuracy significant items required for the reconciliations.

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 (loss) income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense (benefit) and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, losses and gains and/or impairment on investments in equity securities, 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 (unaudited):

Three Months Ended September 30,

Nine Months Ended September 30,

($ in thousands)

2025

2024

2025

2024

EBITDA and Adjusted EBITDA:

Net (loss) income

(29,351

)

8,056

3,490

(19,336

)

Other interest expense, net

30,982

35,877

92,349

108,124

Depreciation and amortization

25,654

20,583

71,617

59,905

Income tax expense (benefit)

207,459

(2,049

)

222,309

(3,156

)

Subtotal EBITDA

234,744

62,467

389,765

145,537

Long-lived asset impairment (a)

617

1,944

1,237

12,355

Lease termination (b)

(2,625

)

(31

)

(2,585

)

Loss (gain) on sale or disposal of assets, net (c)

534

)

(104

)

9,525

SBC (d)

7,750

5,573

23,464

16,167

Tax Receivable Agreement liability adjustment (e)

(149,172

)

—

(149,172

)

—

Loss and/or impairment on investments in equity securities (f)

1,163

162

3,920

337

Adjusted EBITDA

95,712

67,516

269,079

181,336

Three Months Ended September 30,

Nine Months Ended September 30,

(as percentage of total revenue)

2025

2024

2025

2024

Adjusted EBITDA margin:

Net (loss) income margin

(1.6

0.5

0.1

(0.4

Other interest expense, net

1.7

2.1

1.8

2.2

Depreciation and amortization

1.4

1.2

1.4

1.2

Income tax expense (benefit)

11.5

(0.1

4.3

(0.1

Subtotal EBITDA margin

13.0

3.6

7.5

3.0

Long-lived asset impairment (a)

0.0

0.1

0.0

0.3

Lease termination (b)

0.0

(0.2

(0.0

(0.1

Loss (gain) on sale or disposal of assets, net (c)

0.0

(0.0

0.2

SBC (d)

0.4

0.3

0.5

0.3

Tax Receivable Agreement liability adjustment (e)

(8.3

—

(2.9

—

Loss and/or impairment on investments in equity securities (f)

0.1

0.0

0.1

0.0

Adjusted EBITDA margin

5.3

3.9

5.2

3.7

Three Months Ended

TTM Ended

September 30,

June 30,

March 31,

December 31,

September 30,

($ in thousands)

2025

2024

2025

Adjusted EBITDA:

Net (loss) income

(29,351

)

57,523

(24,682

)

(59,544

)

(56,054

)

Other interest expense, net

30,982

30,836

30,531

32,320

124,669

Depreciation and amortization

25,654

23,419

22,544

21,285

92,902

Income tax expense (benefit)

207,459

18,321

(3,471

)

(8,221

)

214,088

Subtotal EBITDA

234,744

130,099

24,922

(14,160

)

375,605

Long-lived asset impairment (a)

617

—

620

2,706

3,943

Lease termination (b)

(107

)

—

288

257

Loss (gain) on sale or disposal of assets, net (c)

534

1,185

(1,823

)

330

226

SBC (d)

7,750

8,444

7,270

5,418

28,882

Tax Receivable Agreement liability adjustment (e)

(149,172

)

—

(149,172

)

Loss and/or impairment on investments in equity securities (f)

1,163

2,600

157

2,925

6,845

Adjusted EBITDA

95,712

142,221

31,146

(2,493

)

266,586

Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

Represents the gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

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

Represents noncash SBC expense relating to employees, directors, and consultants of the Company.

Represents an adjustment to the Tax Receivable Agreement liability for the change in the determination of the realizability of future cash tax benefits underlying the estimate of future payments under the Tax Receivable Agreement.

Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments.

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 (loss) income attributable to Camping World Holdings, Inc. adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, loss and/or impairment on investments in equity securities, other unusual or one-time items, the income tax (expense) benefit effect of these adjustments, income tax expense impact from significant change in valuation allowance against deferred tax assets, and the effect of net (loss) 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 redemption, 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 redemption 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:

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands except per share amounts)

2025

2024

2025

2024

Numerator:

Net (loss) income attributable to Camping World Holdings, Inc.

(40,438

)

5,501

(22,502

)

(7,035

)

Adjustments related to basic calculation:

Long-lived asset impairment (a):

Gross adjustment

617

1,944

1,237

12,355

Income tax expense for above adjustment (b)

—

(258

)

—

(1,636

)

Lease termination (c):

Gross adjustment

(2,625

)

(31

)

(2,585

)

Income tax benefit for above adjustment (b)

—

348

—

343

Loss (gain) on sale or disposal of assets (d):

Gross adjustment

534

)

(104

)

9,525

Income tax (expense) benefit for above adjustment (b)

(14

)

(10

)

(1,261

)

SBC (e):

Gross adjustment

7,750

5,573

23,464

16,167

Income tax expense for above adjustment (b)

)

(746

)

(18

)

(2,163

)

Tax Receivable Agreement liability adjustment (f):

Gross adjustment

(149,172

)

—

(149,172

)

—

Income tax benefit for above adjustment (b)

37,293

—

37,293

—

Loss and/or impairment on investments in equity securities (g):

Gross adjustment

1,163

162

3,920

337

Income tax expense for above adjustment (b)

—

(21

)

—

(44

)

Income tax expense impact from significant change in valuation allowance against deferred tax assets (h):

175,387

—

175,387

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

(3,935

)

(2,365

)

(11,074

)

(16,817

)

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

29,257

7,509

58,390

7,186

Adjustments related to diluted calculation:

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

—

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

15,022

4,920

—

4,516

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

—

(1,015

)

—

(413

)

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

44,279

11,414

58,437

11,289

Denominator:

Weighted-average Class A common shares outstanding – basic

62,735

45,232

62,627

45,124

Adjustments related to diluted calculation:

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (l)

39,895

40,045

—

40,045

Dilutive options to purchase Class A common stock (l)

—

Dilutive restricted stock units (l)

195

341

195

252

Adjusted weighted average Class A common shares outstanding – diluted

102,825

85,618

62,822

85,431

Adjusted earnings per share - basic

0.47

0.17

0.93

0.16

Adjusted earnings per share - diluted

0.43

0.13

0.93

0.13

Anti-dilutive amounts (m):

Numerator:

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

—

37,018

—

Denominator:

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

—

39,895

—

Reconciliation of per share amounts:

(Loss) earnings per share of Class A common stock — basic

(0.64

)

0.12

(0.36

)

(0.16

)

Non-GAAP Adjustments (n)

1.11

0.05

1.29

0.32

Adjusted earnings per share - basic

0.47

0.17

0.93

0.16

(Loss) earnings per share of Class A common stock — diluted

(0.64

)

0.09

(0.36

)

(0.18

)

Non-GAAP Adjustments (n)

1.11

0.04

1.29

0.31

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (o)

(0.04

)

—

Adjusted earnings per share - diluted

0.43

0.13

0.93

0.13

Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

Represents the current and deferred income tax expense or benefit effect of the above adjustments. For the three and nine months ended September 30, 2025, the income tax impact for many of the adjustments related to the public holding company, CWH, which had a full valuation allowance against its net deferred tax assets, for which no income tax benefit or expense could be recognized. This assumption uses a blended statutory tax rate of 25.0% for the adjustments for the 2025 and 2024 periods, which represent the estimated tax rates that would apply had the above adjustments been included in the determination of our non-GAAP metric.

Represents the (gain) loss on termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

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

Represents noncash SBC expense relating to employees, directors, and consultants of the Company.

Represents losses and/or impairment on investments in equity securities and interest income relating to any notes receivable with those investments.

Represents the income tax expense relating to the valuation allowance for deferred tax assets for CWH, the public holding company.

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 38.8% and 46.8% for the three months ended September 30, 2025 and 2024, respectively, and 38.8% and 46.9% for the nine months ended September 30, 2025 and 2024, respectively.

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.

Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests. For the three and nine months ended September 30, 2025, the income tax impact of this reallocation adjustment related to the public holding company, CWH, which had a full valuation allowance against its net deferred tax assets, for which no income tax benefit or expense could be recognized. This assumption uses a blended statutory tax rate of 25.0% for the adjustments for the 2025 and 2024 periods.

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

The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive. Additionally, 750,000 performance stock units granted in January 2025 were excluded from the calculation of our adjusted earnings per share – diluted, since they represent contingently issuable shares for which all of the necessary conditions had not been satisfied.

Represents the per share impact of the Non-GAAP adjustments to net (loss) income detailed above (see (a) through (i) above).

Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP earnings per share calculations.

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

SG&A Excluding SBC

We define “SG&A Excluding SBC” as SG&A before SBC relating to SG&A. We caution investors that amounts presented in accordance with our definition of SG&A Excluding SBC may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate SG&A Excluding SBC in the same manner. We present SG&A Excluding SBC because we believe that investors’ understanding of our performance and drivers of our other Non-GAAP Financial Measures, such as Adjusted EBITDA, is enhanced by including this Non-GAAP Financial Measure. We believe it provides a reasonable basis for comparing our ongoing results of operations.

The following table reconciles SG&A Excluding SBC to the most directly comparable GAAP financial performance measure:

Three Months Ended September 30,

Nine Months Ended September 30,

($ in thousands)

2025

2024

2025

2024

SG&A Excluding SBC:

SG&A

411,011

414,209

1,235,945

1,205,358

SBC - SG&A

(7,632

)

(5,478

)

(23,121

)

(15,891

)

SG&A Excluding SBC:

403,379

408,731

1,212,824

1,189,467

As a percentage of gross profit

78.0

82.0

78.8

82.1