Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission file number: 001-37908 CAMPING WORLD HOLDINGS, INC. (Exact name of registrant as specified in its chart ...

Camping World Holdings, Inc. (NYSE:CWH) Q3 2020 Results Conference Call November 2, 2020 3:00 PM ET Company Participants Marcus Lemonis - Chairman and CEO Brent Moody - President Karin Bell - CFO Tamara Ward - COO Matthew Wagner - EVP Conference Call Participants Brett Andress - KeyBanc Capital Markets Ryan Brinkman - JP Morgan Rick Nelson - Stephens Mike Swartz - Truist Securities Bret Jordan - Jefferies Gerrick Johnson - BMO Capital Markets Marc Cohodes - Alder Lane Craig Kennison - Baird Seth Sigman - Cr ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission file number: 001-37908 CAMPING WORLD HOLDINGS, INC. (Exact name of registrant as specified in its charter) D ...

Camping World Holdings, Inc. (NYSE:CWH) Q2 2020 Earnings Conference Call August 5, 2020 5:00 PM ET Company Participants Marcus Lemonis - Chairman and CEO Brent Moody - President Karin Bell - CFO Tamara Ward - Chief Operating Officer Conference Call Participants Rick Nelson - Stephens Brett Andress - KeyBanc Brett Jordan - Jefferies Gerrick Johnson - BMO Capital Markets Craig Kennison - Baird Seth Sigman - Credit Suisse Tim Conder - Wells Fargo John Lovallo - Bank of America Ryan Brinkman - JPMorgan Operator ...

Camping World Holdings, Inc. (NYSE:CWH) Q1 2020 Earnings Conference Call May 7, 2020 4:30 PM ET Company Participants Brent Moody – President Marcus Lemonis – Chairman and Chief Executive Officer Mel Flanigan – Chief Financial Officer Conference Call Participants Rick Nelson – Stephens Brett Andress – KeyBanc Capital Markets Craig Kennison – Baird Tim Conder – Wells Fargo Securities Ryan Brinkman – JPMorgan Mark Jordan – Jefferies Tristan Thomas – BMO Capital Markets Jim Chartier – Monness, Crespi and Hardt ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission file number: 001-37908 CAMPING WORLD HOLDINGS, INC. (Exact name of registrant as specified in its charter) ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) Camping World Holdings, Inc. is the largest U.S. RV retailer, operating through Good Sam Services and RV & Outdoor Retail segments, with a 2019 strategic shift to refocus on its core business - The company operates **175 retail locations** as of December 31, 2019, with **165** dedicated to selling and/or servicing RVs[12](index=12&type=chunk) - In 2019, the company initiated a "2019 Strategic Shift" to refocus on its core RV business by divesting or closing locations that could not sell or service RVs, resulting in the closure or sale of **34 non-RV retail stores**[22](index=22&type=chunk)[339](index=339&type=chunk) Business Segments Overview (FY 2019) | Segment | Description | % of Total Revenue | % of Total Gross Profit | | :--- | :--- | :--- | :--- | | **Good Sam Services and Plans** | Offers protection plans, insurance, roadside assistance, and other recurring services | 3.7% | 7.9% | | **RV and Outdoor Retail** | Sells new/used RVs, parts, accessories, repair services, and Good Sam Club memberships | 96.3% | 92.1% | - The business is highly seasonal, with the second and third quarters (spring and summer) accounting for an average of **30.0%** and **28.2%** of annual revenue, respectively, over the last three years[60](index=60&type=chunk)[128](index=128&type=chunk) - The company has strategic relationships with leading RV manufacturers, with Thor Industries, Inc. and Forest River, Inc. accounting for approximately **71.6%** and **17.6%** of new RV inventory, respectively[47](index=47&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, operational, and organizational risks, including strategic shift execution, financing dependency, manufacturer reliance, economic downturns, and substantial CEO control - The **2019 Strategic Shift** away from non-RV locations may not achieve expected benefits, could be costly and disruptive, and may result in further asset impairment charges[83](index=83&type=chunk)[84](index=84&type=chunk) - The business is heavily dependent on the availability of floor plan financing for inventory and consumer financing for customers, where worsening credit conditions could decrease sales[85](index=85&type=chunk)[88](index=88&type=chunk) - A significant portion of new RV inventory is supplied by two manufacturers: Thor Industries, Inc. (**71.6%**) and Forest River, Inc. (**17.6%**), where any disruption could adversely impact the business[91](index=91&type=chunk) - Chairman and CEO Marcus Lemonis has substantial control over the company through his beneficial ownership, influencing major corporate decisions, and the company is a "controlled company" exempt from certain NYSE governance requirements[220](index=220&type=chunk)[221](index=221&type=chunk)[231](index=231&type=chunk) - The company has a Tax Receivable Agreement requiring significant cash payments to pre-IPO owners for realized tax benefits, which could be substantial and accelerated, impacting liquidity[238](index=238&type=chunk)[240](index=240&type=chunk) [Unresolved Staff Comments](index=85&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - None[286](index=286&type=chunk) [Properties](index=85&type=section&id=Item%202.%20Properties) The company primarily leases its properties, including most RV and Outdoor Retail locations, administrative offices, and distribution centers, with key corporate offices in Lincolnshire, IL, and Englewood, CO - As of December 31, 2019, the company leases **161 of its 175 RV and Outdoor Retail locations** across 37 states[291](index=291&type=chunk) - The company's corporate headquarters is a leased **29,495 sq. ft.** facility in Lincolnshire, Illinois[288](index=288&type=chunk) - Two distribution centers in Greenville, North Carolina, are owned by the company but are slated for closure in the first half of 2020 as part of the strategic shift[290](index=290&type=chunk)[288](index=288&type=chunk) [Legal Proceedings](index=87&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings arising from ordinary business, with details referenced in Note 13 of the Consolidated Financial Statements, and management believes the resolution will not have a material adverse effect - For detailed information on legal proceedings, the report refers to Note 13 – Commitments and Contingencies – Litigation[292](index=292&type=chunk) - The company is engaged in various legal actions, claims, and proceedings in the ordinary course of business, including matters related to employment, contracts, product liabilities, consumer protection, and intellectual property[293](index=293&type=chunk) [Mine Safety Disclosures](index=87&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[295](index=295&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=93&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Camping World Holdings, Inc.'s Class A common stock trades on the NYSE under "CWH" since October 2016, with a dividend policy including a regular quarterly cash dividend of approximately $0.08 per share and potential special cash dividends from excess tax distributions - The company's Class A common stock began trading on the NYSE under the symbol **"CWH"** on October 7, 2016[313](index=313&type=chunk) - The company intends to pay a regular quarterly cash dividend of approximately **$0.08 per share** on its Class A common stock, funded by distributions from CWGS, LLC[315](index=315&type=chunk) - The company also intends to pay special cash dividends from time to time, funded by "Excess Tax Distributions" received from CWGS, LLC, which are tax distributions exceeding the company's actual tax liability and payments under the Tax Receivable Agreement[318](index=318&type=chunk) [Selected Financial Data](index=96&type=section&id=Item%206.%20Selected%20Financial%20Data) The company presents five years of selected historical financial data, showing revenue growth but significant declines in operating and net income from 2017 to 2019, attributed to restructuring, impairments, and increased expenses Selected Consolidated Financial Data (2017-2019) | Metric ($ in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Total Revenue** | $4,892,019 | $4,792,017 | $4,279,830 | | **Total Gross Profit** | $1,287,398 | $1,362,932 | $1,240,914 | | **Operating Income** | $8,747 | $201,015 | $355,955 | | **Net (Loss) Income** | $(120,301) | $65,581 | $230,692 | | **Net (Loss) Income Attributable to CWH** | $(60,591) | $10,398 | $29,853 | | **Adjusted EBITDA** | $166,015 | $312,502 | $394,187 | - The financial data reflects significant accounting changes, including the adoption of ASC 606 (Revenue) in 2018 and ASC 842 (Leases) in 2019, as well as the impact of the 2017 U.S. Tax Cuts and Jobs Act[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=101&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes 2019 revenue growth to used vehicles and Good Sam services, but gross profit and operating income declined sharply due to restructuring costs, asset impairments, and higher SG&A expenses related to the 2019 Strategic Shift, with liquidity deemed sufficient from operations and debt facilities - In 2019, the company executed the **"2019 Strategic Shift"** to refocus on its core RV business, resulting in the closure or divestiture of **34 non-RV retail stores** and the liquidation of approximately **$108 million** in non-RV inventory[339](index=339&type=chunk) 2019 vs. 2018 Performance Summary | Metric ($ in millions) | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | $4,892.0 | $4,792.0 | 2.1% | | **Total Gross Profit** | $1,287.4 | $1,362.9 | (5.5%) | | **Income from Operations** | $8.7 | $201.0 | (95.6%) | | **Net (Loss) Income** | $(120.3) | $65.6 | (283.4%) | - The decline in profitability in 2019 was driven by a **$75.5 million** decrease in gross profit, a **$72.3 million** increase in SG&A, and **$66.3 million** in long-lived asset impairment charges, largely related to the strategic shift[368](index=368&type=chunk) - The company's primary liquidity sources are cash from operations and borrowings under its Senior Secured Credit Facilities and Floor Plan Facility, which management believes are sufficient to fund operations and growth for at least the next twelve months[474](index=474&type=chunk)[480](index=480&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=172&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from inflation and interest rate fluctuations, with a hypothetical 1% increase in interest rates on variable-rate debt increasing annual interest expense by approximately $20.9 million based on 2019 debt levels - The company is exposed to interest rate risk as its major debt facilities, including the Term Loan, Floor Plan Facility, and Real Estate Facility, bear variable interest rates[563](index=563&type=chunk) - Based on debt levels at December 31, 2019, a **1% increase** in the effective interest rate would cause an aggregate annual increase in interest expense of approximately **$20.9 million** ($11.8M from Term Loan, $8.9M from Floor Plan, $0.2M from Real Estate)[565](index=565&type=chunk) [Financial Statements and Supplementary Data](index=175&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for 2017-2019, reflecting a significant net loss in 2019 and an increase in total assets due to the adoption of ASC 842, with notes detailing the impact of the 2019 Strategic Shift - The independent auditor, Deloitte & Touche LLP, issued an unqualified opinion on the financial statements and the effectiveness of internal control over financial reporting as of December 31, 2019[569](index=569&type=chunk)[570](index=570&type=chunk) - The company adopted the new lease accounting standard (ASC 842) on January 1, 2019, resulting in the recognition of **$809.7 million** in operating lease assets and **$867.5 million** in operating lease liabilities on the balance sheet[652](index=652&type=chunk)[656](index=656&type=chunk) Key Balance Sheet Items (As of Dec 31) | Account ($ in thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $147,521 | $138,557 | | Inventories | $1,358,539 | $1,558,970 | | Total Assets | $3,376,240 | $2,806,687 | | Total Liabilities | $3,535,476 | $2,773,770 | | Total stockholders' equity (deficit) | $(159,236) | $32,917 | - The **2019 Strategic Shift** resulted in significant charges, including **$41.9 million** in incremental inventory reserves, **$1.0 million** in termination benefits, and **$57.4 million** in long-lived asset impairments[677](index=677&type=chunk)[678](index=678&type=chunk)[684](index=684&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=263&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company states that information required by this item was previously reported in a Current Report on Form 8-K filed on May 22, 2018 - Information regarding changes in and disagreements with accountants was previously reported on a Form 8-K filed on May 22, 2018[858](index=858&type=chunk) [Controls and Procedures](index=263&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2019, having remediated previously reported material weaknesses through enhanced review processes, additional personnel, and specialized resources - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[861](index=861&type=chunk) - The company has remediated the material weaknesses in internal control over financial reporting that were previously reported as of December 31, 2018[862](index=862&type=chunk)[868](index=868&type=chunk) - Remediation measures included enhancing controls around insurance reserve calculations, hiring additional experienced accounting staff, and improving the review process for tax liabilities and deferred tax balances[863](index=863&type=chunk)[864](index=864&type=chunk)[867](index=867&type=chunk) - Management's assessment concluded that internal control over financial reporting was effective as of December 31, 2019, supported by an unqualified opinion from the independent auditor, Deloitte & Touche LLP[871](index=871&type=chunk)[874](index=874&type=chunk) [Other Information](index=268&type=section&id=Item%209B.%20Other%20Information) There is no other information to report for this item - Not applicable[883](index=883&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, Security Ownership, and Accountant Fees](index=269&type=section&id=Items%2010%2C%2011%2C%2012%2C%2013%2C%20and%2014) This section incorporates information by reference from the company's 2020 Proxy Statement, covering directors, executive officers, corporate governance, executive compensation, security ownership, related party transactions, director independence, and principal accountant fees and services - Information for Item 10 (Directors, Executive Officers and Corporate Governance) will be included in the 2020 Proxy Statement[886](index=886&type=chunk) - Information for Item 11 (Executive Compensation) will be included in the 2020 Proxy Statement[887](index=887&type=chunk) - Information for Item 12 (Security Ownership) will be included in the 2020 Proxy Statement[888](index=888&type=chunk) - Information for Item 13 (Certain Relationships and Related Transactions, and Director Independence) will be included in the 2020 Proxy Statement[889](index=889&type=chunk) - Information for Item 14 (Principal Accountant Fees and Services) will be included in the 2020 Proxy Statement[891](index=891&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=272&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K, including key corporate documents and certifications from the CEO and CFO - This section provides an index of all financial statements, schedules, and exhibits included in or incorporated by reference into the Form 10-K[894](index=894&type=chunk)[895](index=895&type=chunk)[896](index=896&type=chunk) [Form 10-K Summary](index=280&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary provided - None[910](index=910&type=chunk)

Camping World Holdings, Inc. (NYSE:CWH) Q4 2019 Earnings Conference Call February 27, 2020 4:30 PM ET Company Participants Brent Moody - President Marcus Lemonis - Chairman & Chief Executive Officer Mel Flanigan - Chief Financial Officer Conference Call Participants Rick Nelson - Stephens Craig Kennison - Baird Mark Jordan - Jefferies Brandon Rolle - Northcoast Research John Lovallo - Bank of America Gerrick Johnson - BMO Capital Markets Marc Torrente - Wells Fargo Sanjay Gulati - ArrowMark Partners Operato ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=11&type=section&id=Item%201.%20Financial%20Statements) Unaudited financials for Q3 2019 report a **$65.3 million net loss** due to impairment and restructuring, a sharp decline from 2018, despite positive operating cash flow Condensed Consolidated Balance Sheet Data | Account | Sep 30, 2019 (in thousands) | Dec 31, 2018 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $1,723,757 | $1,888,162 | | **Operating Lease Assets** | $823,475 | $— | | **Total Assets** | $3,441,027 | $2,806,687 | | **Total Current Liabilities** | $1,253,005 | $1,305,118 | | **Operating Lease Liabilities** | $850,948 | $— | | **Total Liabilities** | $3,506,632 | $2,773,770 | | **Total Stockholders' Equity (Deficit)** | $(65,605) | $32,917 | Condensed Consolidated Statements of Operations Data | Metric | Three Months Ended Sep 30, 2019 (in thousands) | Three Months Ended Sep 30, 2018 (in thousands) | Nine Months Ended Sep 30, 2019 (in thousands) | Nine Months Ended Sep 30, 2018 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $1,387,972 | $1,309,486 | $3,927,088 | $3,809,624 | | **Income from Operations** | $(32,307) | $80,662 | $74,879 | $244,038 | | **Net (Loss) Income** | $(65,263) | $46,155 | $(39,447) | $136,835 | | **Net (Loss) Income Attributable to CWH** | $(30,692) | $14,123 | $(32,070) | $40,726 | | **Diluted EPS** | $(0.82) | $0.38 | $(0.86) | $1.10 | Condensed Consolidated Statements of Cash Flows Data (Nine Months Ended) | Cash Flow Activity | Sep 30, 2019 (in thousands) | Sep 30, 2018 (in thousands) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $323,141 | $254,073 | | **Net cash used in investing activities** | $(91,691) | $(289,798) | | **Net cash used in financing activities** | $(239,773) | $(63,072) | | **Decrease in cash and cash equivalents** | $(8,323) | $(98,797) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=18&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail segment realignment, the '2019 Strategic Shift' with **$50.0 million impairment**, ASC 842 adoption adding **$800 million** in lease assets/liabilities, and ongoing litigation - The company realigned its reportable segments from three (Consumer Services and Plans; Dealership; Retail) to two (Good Sam Services and Plans; RV and Outdoor Retail) during the first quarter of 2019, with prior period information recast to reflect this change[48](index=48&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) - The '2019 Strategic Shift' approved on September 3, 2019, to exit non-RV locations, resulted in **$27.7 million** in restructuring costs and a **$50.0 million** long-lived asset impairment charge in Q3 2019[80](index=80&type=chunk)[84](index=84&type=chunk)[89](index=89&type=chunk) - Adoption of ASC 842 on January 1, 2019, added **$809.7 million** in operating lease assets and **$867.5 million** in operating lease liabilities to the balance sheet[65](index=65&type=chunk)[66](index=66&type=chunk) - The company is involved in several putative class action and shareholder derivative lawsuits alleging securities law violations, breaches of fiduciary duty, and misleading statements[123](index=123&type=chunk)[124](index=124&type=chunk)[129](index=129&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=64&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20(MD%26A)) Management discusses the challenging RV industry, the '2019 Strategic Shift' leading to **$50.0 million impairment** and restructuring costs, and Q3 2019 operating loss despite revenue growth [Results of Operations](index=68&type=section&id=Results%20of%20Operations) Q3 2019 total revenue grew 6.0% to **$1.4 billion**, but the company swung to a **$65.3 million net loss** due to impairment, restructuring, and heavy discounting Q3 2019 vs Q3 2018 Performance | Metric | Q3 2019 (in thousands) | Q3 2018 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | $1,387,972 | $1,309,486 | 6.0% | | **Total Gross Profit** | $338,473 | $373,014 | (9.3%) | | **Income from Operations** | $(32,307) | $80,662 | (140.1%) | | **Net (Loss) Income** | $(65,263) | $46,155 | (241.4%) | Nine Months 2019 vs 2018 Performance | Metric | YTD 2019 (in thousands) | YTD 2018 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | $3,927,088 | $3,809,624 | 3.1% | | **Total Gross Profit** | $1,046,790 | $1,087,350 | (3.7%) | | **Income from Operations** | $74,879 | $244,038 | (69.3%) | | **Net (Loss) Income** | $(39,447) | $136,835 | (128.8%) | - The company recognized a **$50.0 million** long-lived asset impairment charge in Q3 2019, with **$48.3 million** related to the 2019 Strategic Shift[221](index=221&type=chunk)[266](index=266&type=chunk) - Products, service and other gross profit decreased **44.1%** in Q3 2019, primarily due to promotions, merchandise markdowns, and **$27.3 million** in incremental inventory reserve charges related to the 2019 Strategic Shift[213](index=213&type=chunk) [Liquidity and Capital Resources](index=102&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by operating cash flow and credit facilities, despite reduced working capital and limited revolving credit capacity due to covenant restrictions Working Capital and Cash Position | Metric | Sep 30, 2019 (in millions) | Dec 31, 2018 (in millions) | | :--- | :--- | :--- | | **Working Capital** | $470.8 | $583.0 | | **Cash and Cash Equivalents** | $130.2 | $138.6 | - Net cash provided by operating activities increased to **$323.1 million** for the nine months ended September 30, 2019, up from **$254.1 million** in the prior-year period[309](index=309&type=chunk)[311](index=311&type=chunk) - Borrowing capacity under the Revolving Credit Facility was limited to **$9.4 million** as of September 30, 2019, due to the company not meeting the maximum Total Leverage Ratio covenant if borrowings exceeded a 30% threshold[325](index=325&type=chunk)[326](index=326&type=chunk) - The company expects future cash expenditures of approximately **$15.0 million to $22.0 million** related to its 2019 Strategic Shift, covering employee termination, contract termination, and other associated costs[301](index=301&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=112&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There have been no material changes to the company's market risk disclosures since its 2018 Annual Report on Form 10-K - As of September 30, 2019, there have been no material changes to the company's market risk disclosures from those in the 2018 Annual Report on Form 10-K[341](index=341&type=chunk) [Item 4. Controls and Procedures](index=112&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2019, due to persistent material weaknesses in internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2019, due to ongoing material weaknesses[343](index=343&type=chunk) - Material weaknesses identified in the 2018 annual report persist, relating to reserves for finance and insurance product cancellations, review of asset activity and valuations, and accounting for income taxes[344](index=344&type=chunk)[346](index=346&type=chunk) - Remediation efforts are underway, including using third-party actuarial analysis for reserves, hiring more accounting staff, and improving the review process for tax calculations[347](index=347&type=chunk)[348](index=348&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=116&type=section&id=Item%201.%20Legal%20Proceedings) The company is a defendant in multiple consolidated putative class action and shareholder derivative lawsuits alleging securities law violations and breaches of fiduciary duty - The company is defending against a consolidated putative class action lawsuit (Ronge v. Camping World and Strougo v. Camping World) alleging violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 related to statements made between March 2017 and August 2018[355](index=355&type=chunk)[356](index=356&type=chunk) - Multiple shareholder derivative suits (Hunnewell, LPPF, Janssen, and Sandler) have been filed, naming the company as a nominal defendant and alleging breaches of fiduciary duty, failure of internal controls, and insider trading, currently stayed pending the main class action resolution[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk) [Item 1A. Risk Factors](index=120&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from the '2019 Strategic Shift' potentially failing, adverse economic conditions impacting consumer spending, inventory management issues, tariffs, and ongoing litigation costs - The '2019 Strategic Shift' may not be successfully executed or achieve expected benefits, potentially leading to further asset impairment charges, increased costs, and business disruption[367](index=367&type=chunk)[368](index=368&type=chunk) - The business is sensitive to general economic conditions, and a decline in consumer discretionary spending has adversely affected financial results, particularly through increased competition and promotional pricing[369](index=369&type=chunk)[376](index=376&type=chunk) - Failure to successfully manage inventory and anticipate changing consumer preferences in a volatile market has led to discounting programs that negatively impacted margins[381](index=381&type=chunk)[382](index=382&type=chunk) - A portion of products are manufactured abroad, exposing the company to risks from new or increased tariffs, particularly from China, which could increase costs and reduce profitability[383](index=383&type=chunk)[384](index=384&type=chunk)[385](index=385&type=chunk) [Item 5. Other Information](index=130&type=section&id=Item%205.%20Other%20Information) The company amended the employment agreement for its Chief Financial Officer, Melvin Flanigan, increasing his annual base salary - Effective October 1, 2019, the annual base salary of CFO Melvin Flanigan was increased from **$250,000** to **$350,000**[412](index=412&type=chunk)

Camping World Holdings, Inc. (NYSE:CWH) Q3 2019 Earnings Conference Call November 7, 2019 4:30 PM ET Company Participants Brent Moody – President Marcus Lemonis – Chairman and Chief Executive Officer Mel Flanigan – Chief Financial Officer Conference Call Participants Rick Nelson – Stephens Brett Andress – KeyBanc Capital Markets Tim Conder – Wells Fargo Security Craig Kennison – Baird Bret Jordan – Jefferies Fred Wightman – Citi John Lovallo – Bank of America Ryan Brinkman – JPMorgan Operator Good afternoon ...