UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 6, 2018

Camping World Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-37908

(Commission File Number)

81-1737145

(IRS Employer Identification No.)

250 Parkway Drive, Suite 270

Lincolnshire, IL 60069

Telephone: (847) 808-3000

(Address, including zip code, and telephone number, including

area code, of registrant¡¯s principal executive offices)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

?

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

?

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

?

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

?

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (?¡ì230.405 of this chapter) or

Rule 12b-2 of the Securities Exchange Act of 1934 (?¡ì240.12b-2 of this chapter).

Emerging growth company

?

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2018, Camping World Holdings, Inc. (the ¡°Company¡±) announced its financial results for the quarter ended September 30, 2018. The full

text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed ¡°filed¡± for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the ¡°Exchange Act¡±) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by

reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit No.

Description

Exhibit 99.1

Press Release dated November 6, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

CAMPING WORLD HOLDINGS, INC.

By:

Name:

Title:

Date:

November 6, 2018

/s/ Thomas F. Wolfe

Thomas F. Wolfe

Chief Financial Officer and Secretary

Exhibits Index

Exhibit No.

Description

Exhibit 99.1

Press Release dated November 6, 2018 (furnished, not ¡°filed,¡± for purposes of Section 18 of the Exchange Act).

Exhibit 99.1

Camping World Holdings, Inc. Reports Third Quarter Results

LINCOLNSHIRE, IL--(BUSINESS WIRE)--November 6, 2018--Camping World Holdings, Inc. (NYSE: CWH) (¡°Camping World,¡± ¡°CWH,¡± ¡°Company,¡± ¡°we,¡±

¡°us¡± or ¡°our¡±) today reported results for the third quarter ended September 30, 2018.

Third quarter highlights and year-over-year financial comparisons include:

Revenue increased 6.2% to $1.313 billion;

Gross profit increased 5.9% to $376.3 million, and gross margin was flat at 28.7%;

Income from operations, net income and diluted earnings per share of Class A common stock were $83.9 million, $47.9 million, and $0.38, respectively,

and included $5.8 million of pre-opening store costs associated with the Gander Outdoors store openings;

Adjusted EBITDA (1) decreased 17.0% to $100.1 million;

The number of Active Customers and Good Sam Club members reached all-time high levels of 4.5 million and 2.0 million, respectively; and

At September 30, 2018, the Company operated a total of 227 unique locations.

(1) Adjusted EBITDA is a non-GAAP measure. For a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure, see the ¡°Non-

GAAP Financial Measures¡± section later in this press release.

Marcus A. Lemonis, Chairman and Chief Executive Officer, stated, ¡°We have spent the last 15 years building a unique business that combines a comprehensive

portfolio of RV products and services with iconic industry brands, a large customer database, leading size and scale, a core of high-margin recurring revenue

products and services, a variable cost structure, and a capital efficient model. In a highly fragmented industry that is primarily comprised of smaller independent

operators, we believe we have a strategic operating advantage. No RV dealer in the industry has more combined resources, experience and scale than Camping

World, and our model was designed with the goal navigating through the various ups and downs of the industry and delivering long-term profitable growth. At a

time of excess channel inventory, rising input costs, rising interest rates, volatility in the stock market and uncertainty around the broader economy, we aggressively

managed our RV inventory levels, controlled SG&A expenses, stayed disciplined on our pricing, and focused on margins and cash flow. This allowed us to

generate more than $100 million of adjusted EBITDA in the third quarter and put us in an opportunistic buying position over the next several months.¡±

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