Camping World Suit

Case: 1:18-cv-07030 Document #: 1 Filed: 10/19/18 Page 1 of 40 PageID #:1
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
DAVID RONGE, Individually and on Behalf ) Case No.

of All Others Similarly Situated, )
) CLASS ACTION
Plaintiff, )
)
vs. )
)
CAMPING WORLD HOLDINGS, INC., )
MARCUS A. LEMONIS, THOMAS F. )
WOLFE, BRENT L. MOODY, STEPHEN )
ADAMS, CRESTVIEW PARTNERS II GP, )
L.P. and CRESTVIEW ADVISORS, L.L.C., )
)
Defendants.
)
) DEMAND FOR JURY TRIAL
COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

Plaintiff David Ronge (“plaintiff”) alleges the following based upon personal knowledge as
to plaintiff and plaintiff’s own acts and upon information and belief as to all other matters based on
the investigation conducted by and through plaintiff’s attorneys, which included, among other things,
a review of U.S. Securities and Exchange Commission (“SEC”) filings by Camping World Holdings,
Inc. (“Camping World” or the “Company”), Company press releases and earning calls, and analyst
and media reports about the Company. Plaintiff believes that substantial additional evidentiary
support will exist for the allegations set forth herein after a reasonable opportunity for discovery.
SUMMARY OF THE ACTION
1. This is a federal securities class action on behalf of all purchasers of Camping World
Class A common stock between March 8, 2017 and August 7, 2018, inclusive (the “Class Period”),
seeking to pursue remedies under the Securities Exchange Act of 1934 (the “1934 Act”).
2. Camping World has long been majority owned and controlled by its Chairman and
Chief Executive Officer (“CEO”), Marcus Lemonis (“Lemonis”), and private equity firm Crestview
Partners II GP, L.P. (“Crestview”) and its affiliates. Historically, the Company specialized in selling
recreational vehicles (“RVs”) and related services such as travel assist programs, emergency
roadside assistance, property and casualty insurance programs, extended vehicle service contracts,
and vehicle financing and refinancing. In October 2016, defendants took Camping World public in a
$261 million initial public offering (the “IPO”). In the months that followed the IPO, defendants
emphasized the Company’s earnings growth and profit potential as Camping World engaged in a
number of strategic acquisitions. Most significantly, in May 2017, Camping World announced that
it would be expanding its operations to include retail stores for outdoor sporting supplies and
accessories by acquiring certain assets of Gander Mountain Co. (“Gander”) from bankruptcy.
3. This securities fraud class action arises from materially false and misleading
statements made by defendants during the Class Period regarding Camping World’s financial
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performance, including its historical financial results and its integration and operation of the newly
acquired Gander stores. In addition, defendants fraudulently concealed material weaknesses in the
Company’s disclosure controls and internal controls over financial reporting, which contributed to
the artificial inflation of Camping World’s reported 2016 basic earnings per share (“EPS”) by over
37%. These misrepresentations were used to further a massive insider selling scheme. At the same
time that defendants were misleading investors, Company insiders, including certain of the
defendants, sold over $530 million worth of Camping World Class A shares at artificially inflated
prices.
4. Then, in a series of startling corrective disclosures, Camping World revealed, inter
alia: (i) that it needed to withdraw and restate its prior financial statements for 2016 and the first
three quarters of 2017; (ii) that the integration and rollout of the Gander stores had suffered severe
operational setbacks; (iii) that, rather than increasing profitability as represented, the Gander stores
were negatively impacting margins; and (iv) that the Company had fallen far behind previously
provided 2018 earnings figures. Camping World abruptly changed its auditor of 13 years soon after
the Company admitted its prior financial statements were materially misstated and its internal
controls suffered from material weaknesses. During a quarterly conference call, defendant Lemonis
characterized the behind-the-scenes chaos in the rollout of the Gander stores as a “giant shit show,”
belying his earlier statements that initial store openings had demonstrated “very promising” trends
and been “unbelieveabl[y]” well managed.
5. Ultimately, defendant Lemonis would admit that he had made “mistakes” in his
communications with investors and that he was unprepared to make fulsome disclosures after taking
Camping World public because, as he put it, he was “used to holding all my cards so I can sucker
punch my competitor.” As a result of the corrective disclosures, the Company’s Class A common
stock, which had traded above $47 per share during the Class Period, fell to $19.04 per share by the
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end of the Class Period, causing investors to suffer hundreds of millions of dollars in losses. By
contrast, defendants profited handsomely from their fraud by selling hundreds of millions of dollars’
worth of Camping World Class A stock at artificially inflated prices.
JURISDICTION AND VENUE
6. The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the 1934
Act, 15 U.S.C. §§78j(b) and 78t(a), and Rule 10b-5, 17 C.F.R. §240.10b-5, promulgated thereunder
by the SEC.
7. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C.
§1331 and §27 of the 1934 Act.
8. Venue is proper in this District pursuant to §27 of the 1934 Act and 28 U.S.C.
§1391(b). Many of the acts charged herein, including the dissemination of materially false and
misleading information, occurred in substantial part in this District. In addition, the Company’s
corporate headquarters are located in this District.
9. In connection with the acts alleged in this complaint, defendants, directly or
indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to,
the mails, interstate telephone communications and the facilities of the national securities markets.
THE PARTIES
10. Plaintiff David Ronge purchased Camping World Class A common stock at prices
artificially inflated by defendants’ fraud, as detailed in the Certification attached hereto and
incorporated herein.
11. Defendant Camping World is a major retailer of RVs and outdoor supplies and
accessories headquartered in Lincolnshire, Illinois. The Company’s Class A common stock trades
on the NYSE under the ticker symbol “CWH.”
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12. Defendant Marcus A. Lemonis (“Lemonis”) served as Chairman of the Board and
CEO of Camping World throughout the Class Period.
13. Defendant Thomas F. Wolfe (“Wolfe”) served as Chief Financial Officer (“CFO”) of
Camping World throughout the Class Period.
14. Defendant Brent L. Moody (“Moody”) served as Chief Operating Officer (“COO”) of
Camping World throughout the Class Period.
15. Defendant Stephen Adams (“Adams”) served as a director of Camping World
throughout the Class Period.
16. The defendants referenced above in ¶¶12-15 are collectively referred to herein as the
“Individual Defendants.”
17. Defendant Crestview Partners II GP, L.P. (“Crestview”) is a private equity firm
headquartered in New York, New York. Throughout the Class Period, Crestview and its affiliates
held a substantial ownership stake in the Company and, together with Lemonis, controlled its
actions. Crestview also has significant agreements and financial arrangements with the Company,
both directly and through various affiliates.
18. Defendant Crestview Advisors, L.L.C. (“Crestview Advisors”) is a registered
investment adviser to private equity funds, including the funds affiliated with Crestview that
invested in Camping World.
19. Defendants Crestview and Crestview Advisors, together with their affiliates, are
collectively referred to herein as the “Crestview Defendants.” The Crestview Defendants, together
with defendant Lemonis, controlled and exercised substantial influence over Camping World
throughout the Class Period. Such access, in turn, provided the Crestview Defendants with inside
information regarding Camping World’s business, financial performance and outlook. For example,
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the Company’s 2017 annual report on Form 10-K characterized Camping World as a “‘controlled
company,’” stating in pertinent part:
Pursuant to the terms of the Voting Agreement, Marcus Lemonis, through his
beneficial ownership of our shares directly or indirectly held by ML Acquisition and
ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., in the
aggregate, have more than 50% of the voting power for the election of directors, and,
as a result, we are considered a “controlled company” for the purposes of the New
York Stock Exchange (the “NYSE”) listing requirements. As such, we qualify for,
and rely on, exemptions from certain corporate governance requirements, including
the requirements to have a majority of independent directors on our board of
directors, an entirely independent nominating and corporate governance committee,
an entirely independent compensation committee or to perform annual performance
evaluation of the nominating and corporate governance and compensation
committees.
BACKGROUND
20. Founded in 1966, Camping World provides a portfolio of services for RV enthusiasts,
including vehicles, protection plans, products and resources. In addition to the Camping World
brand, the Company also owns Good Sam, which cross-sells products and services to RV owners
and an RV membership service through its Good Sam Club. In 2011, the Company combined with
FreedomRoads, an RV dealership helmed by defendant Lemonis.
21. In October 2016, Camping World conducted the IPO, raising $261 million (less
underwriter fees and discounts) and appointed defendant Lemonis as Chairman and CEO of the
public company.
22. At the time of the IPO, defendant Lemonis and the Crestview Defendants jointly
owned and controlled Camping World. Through pre-IPO transactions entered into with Camping
World and its subsidiaries, these defendants entrenched their majority ownership interests and ability
to control the Company even after the IPO and even if their exposure to the economic risks of share
ownership substantially declined.
23. Specifically, defendants instituted a multi-share class structure with Class A, B and C
shares. Only the Class A shares were publicly traded, while the Class B and C shares had no
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economic interest but provided voting rights. Through their ownership of Class A, B and C shares,
defendant Lemonis and the Crestview Defendants held majority voting control over the Company.
Outside investors, meanwhile, only held Class A shares and voting interest in the Company, but
were subject to a majority of the economic risk.
24. In addition, defendant Lemonis and the Crestview Defendants had the right to appoint
a majority of Camping World’s nine-member board of directors (the “Board”). Pursuant to a Voting
Agreement, the Crestview Defendants maintained the right to appoint up to four directors to
Camping World’s Board, defendants Lemonis and Adams had the right to appoint up to four
directors through their indirect ownership of certain entities, and defendant Lemonis had the right to
appoint one director through his ownership of the only Class C share.1
25. Defendants Crestview and Lemonis also maintained ownership interests in CWGS
Enterprises, LLC (“CWGS”), a predecessor entity that continued to own Camping World’s pre-IPO
assets. Camping World maintained only a 22.1% economic interest in CWGS, with the remainder
being owned by defendant Lemonis, the Crestview Defendants and their affiliates.
26. As stated in the IPO prospectus, the rights of the Crestview Defendants and Adams
and Lemonis enabled these defendants to approve “transactions that may not be in the best interests
of holders of our Class A common stock” or “prevent the consummation of transactions that may be
in the best interests of holders of our Class A common stock.”
DEFENDANTS’ MATERIALLY FALSE AND MISLEADING

STATEMENTS DURING THE CLASS PERIOD
27. The Class Period begins on March 8, 2017. On that date, Camping World issued a
release announcing its results for the fourth quarter and year ended December 31, 2016 (the “FY
2016 Release”). The FY 2016 Release stated that during the fourth quarter the Company had
1
Under the Voting Agreement, the number of directors these parties were entitled to appoint
decreased if they decreased their ownership of Camping World stock.
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achieved basic EPS of $0.11.2 For Camping World’s full 2016 fiscal year, the FY 2016 Release
stated that the Company had achieved basic EPS of $0.11.
28. On March 13, 2017, Camping World filed its 2016 financial results on Form 10-K
with the SEC (the “2016 10-K”). The 2016 10-K repeated the financial information provided in the
FY 2016 Release and specifically repeated the $0.11 basic EPS figure.
29. In addition, the 2016 10-K stated that defendants Lemonis and Wolfe had “evaluated,
as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of
[Camping World’s] disclosure controls and procedures” and “concluded that [the Company’s]
disclosure controls and procedures were effective at the reasonable assurance level as of
December 31, 2016.” The 2016 10-K also stated that “significant resources and management
attention” had been devoted to ensuring Camping World complied with its obligations to maintain
effective internal controls over financial reporting during a transitionary grace period, but did not
disclose any identification of material weaknesses in those controls. Instead, the 2016 10-K stated,
“There was no change in our internal control over financial reporting . . . identified in connection
with the evaluation of our internal control performed during the fiscal quarter ended December
31, 2016, that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.” In addition, the 2016 10-K stated that the consolidated financial
statements contained therein were “prepared and presented in accordance with accounting
principles generally accepted in the U.S. (‘GAAP’).” Collectively, the actionable statements in this
paragraph are referred to herein as the “Internal Controls and GAAP Compliance Statements.”
2
Unless otherwise noted, emphasis has been added to the specific statements in this section alleged to be
false and misleading.
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30. Defendants Lemonis, Wolfe and Adams signed the 2016 10-K. Defendants Lemonis
and Wolfe also certified that the 2016 10-K was accurate, not misleading and free from fraud, with
both signing certifications that stated:
1. I have reviewed this Annual Report on Form 10-K of Camping World

Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue

statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other

financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for

establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such

disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) [Omitted]
(c) Evaluated the effectiveness of the registrant’s disclosure controls

and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal

control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based

on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or

other employees who have a significant role in the registrant’s internal
control over financial reporting.
31. On May 1, 2017, Camping World issued a release announcing that the Company had
been chosen as the winning bidder at a bankruptcy auction for certain assets of Gander and its
Overton’s boating business (the “Gander Acquisition Release”). The Gander Acquisition Release
also stated that Camping World would only operate profitable stores with an “extreme” focus on
profit growth and cost control in the acquired assets, stating in pertinent part:
Marcus Lemonis, Chairman and CEO of Camping World, stated, “the Gander
Mountain and Overton customer and their affinity to the outdoor lifestyle are the
perfect complement to our Camping World business. The structure of our deal
provides much flexibility and will not only allow us to refine the inventory selection
and select only those stores which are profitable or we believe have a clear path to
profitability, but will also allow us to immediately offer our comprehensive
portfolio of services, protection plans, products and resources to the existing
Gander Mountain and Overton customer base and in stores in which we elect to
operate. While we are obligated to assume a minimum of seventeen leases, our
designation rights will allow us to operate stores and retain employees at a number
to maximize profitability.”
The structure of the transaction will allow Camping World to immediately

operate the Overton’s business as a going concern upon closing the transaction this
month and the liquidators to immediately commence the sale of Gander Mountain
inventory at Gander Mountain locations. Lemonis added, “the liquidation of the
existing Gander Mountain inventory will allow us to start with a clean slate of what
we consider the appropriate mix and level of inventory, including the addition of
Camping World and Overton offerings where appropriate, and our lease designation
rights will allow us to select only those stores in appropriate locations with
appropriate cost structures.”
Brent Moody, Chief Operating Officer of Camping World, stated, “Camping

World’s plan is to immediately right size the inventory and operate only in retail
locations with occupancy costs that we believe support profitable operations, with
an extreme focus on corporate overhead and expenses, consistent with our other
operating segments.”
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32. On May 4, 2017, Camping World filed its quarterly report on Form 10-Q with the
SEC for the quarter ended March 31, 2017 (the “1Q17 10-Q”). The 1Q17 10-Q contained
essentially the same Internal Controls and GAAP Compliance Statements as in ¶29. The 1Q17 10-
Q was also signed by defendant Wolfe and contained signed certifications by defendants Lemonis
and Wolfe in substantially the same form as in ¶30 certifying that the 1Q17 10-Q was accurate, not
misleading and free from fraud.
33. On May 8, 2017, Camping World issued a release providing an update regarding the
Gander acquisition (“Gander Update Release”). The Gander Update Release again stated that
Camping World would initially open only profitable stores, with a goal to open seventy or more such
stores. The Gander Update Release stated in pertinent part:
On May 5, 2017, CWI, Inc., an indirect wholly-owned subsidiary of Camping

World, entered into an asset purchase agreement (the “Agreement”) with Gander
Mountain. As part of the Agreement, Camping World obtained the right to designate
any real estate leases for assignment to Camping World or other third parties and
initially plans to operate stores that it believes have a clear path to profitability.
Marcus Lemonis, Chairman and CEO of Camping World, stated “after reviewing the
stores in more detail since our successel [sic] bid in the bankruptcy process, our
current goal is operate seventy or more, locations subject to, among other things, our
ability to negotiate lease terms with landlords on terms acceptable to us and approval
of the Bankruptcy Court. The current liquidation of the existing Gander Mountain
inventory will allow us to start with a clean slate of what we consider the appropriate
mix and level of inventory, including the addition of Camping World and Overton’s
offerings where appropriate.”
34. On May 26, 2017, Camping World filed the prospectus for a secondary offering of
Camping World Class A shares on Form 424B4, which incorporated a registration statement for the
offering filed on Form S-1 on March 29, 2017, and amended May 9 and 22, 2017 (collectively, the
“May Secondary Offering Registration Statement”). The May Secondary Offering Registration
Statement included and incorporated the fiscal year 2016 financial information provided in the 2016
10-K and specifically repeated the $0.11 basic EPS figure. The May Secondary Offering
Registration Statement was signed by defendants Lemonis, Wolfe and Adams.
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35. On August 10, 2017, Camping World issued a release announcing its results for the
quarter ended June 30, 2017 (the “2Q17 Release”). The 2Q17 Release quoted defendant Lemonis,
who stated that the Gander acquisition was successfully allowing Camping World to capture a
broader market opportunity:
“We delivered exceptional record-breaking results in the second quarter. . . . We

believe these results clearly demonstrate the power and leverage of our unique
operating model, which sells a comprehensive portfolio of products and services
across a growing database of consumers being driven by our national network of
retail locations that cater to RV, boating and outdoor enthusiasts. While our business
model has traditionally been focused on the RV owner, we see a much broader
opportunity to leverage our products and services across the larger base of outdoor
lifestyle consumers.”
36. That same day, Camping World filed its quarterly report on Form 10-Q with the SEC
for the quarter ended June 30, 2017 (the “2Q17 10-Q”). The 2Q17 10-Q contained essentially the
same Internal Controls and GAAP Compliance Statements as in ¶29. The 2Q17 10-Q was also
signed by defendant Wolfe and contained signed certifications by defendants Lemonis and Wolfe in
substantially the same form as in ¶30 certifying that the 2Q17 10-Q was accurate, not misleading and
free from fraud.
37. Also on August 10, 2017, Camping World hosted an earnings conference call to
discuss the 2Q17 results in which defendants Lemonis and Wolfe participated. During the call,
defendant Lemonis stated that, with the Company’s acquisition of the Gander assets, it had laid “the
foundation to be an outdoor juggernaut.” Defendant Lemonis continued: “But to be very clear, we
are still looking for things that have significant earnings behind them, that have significant
principles in terms of EBITDA margin contribution consistent with our existing business. This is
not a goal to just add revenue to add revenue.” As a result, defendant Lemonis represented that
Gander would be significantly accretive to the Company’s earnings.
38. On October 23, 2017, Camping World filed the prospectus for another secondary
offering of Camping World Class A shares on Form S-1 with the SEC, which was amended on
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October 25, 2017 and incorporated a prospectus for the offering filed on Form 424B4 on October 27,
2017 (collectively, the “October Secondary Offering Registration Statement”). The October
Secondary Offering Registration Statement included and incorporated the fiscal year 2016 financial
information provided in the 2016 10-K and specifically repeated the $0.11 basic EPS figure. The
October Secondary Offering Registration Statement was signed by defendants Lemonis, Wolfe and
Adams.
39. On November 9, 2017, Camping World issued a release announcing its results for the
quarter ended September 30, 2017 (the “3Q17 Release”). Defendant Lemonis was quoted in the
release as stating: “‘We are very pleased with our third quarter results and the continued strength in
the underlying trends across our business. . . . Looking ahead, we believe we are well positioned to
continue gaining share in the RV market and broadening our reach across the outdoor lifestyle
consumer market.’”
40. That same day, Camping World filed its quarterly report on Form 10-Q with the SEC
for the quarter ended September 30, 2017 (the “3Q17 10-Q”). The 3Q17 10-Q contained essentially
the same Internal Controls and GAAP Compliance Statements as in ¶29. The 3Q17 10-Q was also
signed by defendant Wolfe and contained signed certifications by defendants Lemonis and Wolfe in
substantially the same form as in ¶30 certifying that the 3Q17 10-Q was accurate, not misleading and
free from fraud.
41. Also on November 9, 2017, Camping World hosted an earnings conference call to
discuss the 3Q17 results in which defendants Lemonis and Wolfe participated. During the call,
defendant Lemonis reiterated that the Company would only open Gander stores with a “clear path to
profitability” and that he and the rest of management had to date carefully and successfully
conducted the integration of Gander assets with a focus on favorable contributions to earnings and
profitability, stating in pertinent part:
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We feel – Brent Moody and I have really been at the forefront of negotiating those
leases. And as we said from day one, we – the Company will not sign up for any
leases that we believe don’t give us more than a clear path to profitability;
profitability, quite frankly, on a four-wall basis that’s consistent with our EBITDA
margin expectation, like we currently operate at.
One of the things that we’ve done is we’ve elected to shrink the size of the
boxes that the Company currently – historically had. When they were boxes that
were 80,000, 90,000, 100,000, we elected to pass on those because we didn’t – after
analysis, did not like the turning of the inventory and the margins associated with
that and the return on capital. And so, a lot of the stores that we elected to take have
low rent factors but have slightly smaller footprints: 30,000, 40,000, 50,000, as
opposed to 60,000, 70,000, 80,000. We believe that we’re going to be able to
generate solid sales, but more importantly, solid profitability out of those.
But let me remind everybody that the reason that we did the Gander
acquisition, the reason we did Overton’s, in addition to wanting to have a
profitable business segment, was to touch more customers, to put them into our
database, to sell more club memberships and credit cards. And we believe that the
size of the box, consistent with the size of the market, will give us that yield that we
were looking for.
And our goal is to really continue to grow that database. And we should see a
nice uptick by maybe 2% for 3% in the growth of the file over the next 24 months, in
addition to what our historical trend was.
We could have probably opened the stores a little earlier. But for Brent and
I and the management team, it was about getting the leases right, getting the
merchandising right, getting the customer experience right. And what we want to do
is sell experience. And what we won’t do is do what some other outdoor retailers
have done, which is just sell on price all the time. We believe we have to start with
service after the sale as our lead, as opposed to selling solely and singularly on price.
So we’re very excited about next year.
I don’t have a specific forecast of where we’ll be in 2018 because the stores
are going to stagger their opening. We’re going to work to get 15 to 20 – I think it’s
going to be closer to 15 – in the first-quarter open. We want to open them
profitability and intelligently, but they are going to layer in over the year.
One of the things that everybody on this call knows is I do not set any
expectations that I do not think I can absolutely hit. And it is our expectation that
in 2019 that business will do somewhere north of $300 million of revenue. But more
importantly, much more importantly, we think the contribution from those 60-some
stores would be in the 8% EBITDA margin range. That is our focus; it’s
maximizing the EBITDA margin on the revenue.
Is there a possibility that the revenue could be higher than that $300 million?
You bet. But right now what we’re focused on is the terms, the return on capital, the
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margins, the customer experience; and, most importantly, capturing names in the
database and selling them products.
42. On January 4, 2018, Camping World issued a release providing an initial list of 69
Gander stores it planned to open in 2018 (the “Gander Initial Stores Release”). The Gander Initial
Stores Release quoted defendant Lemonis as stating that Camping World had been “‘working
tirelessly over the past 6 months to get the locations prepared,’” with “‘top notch’” employees, and
that he and the rest of Camping World management were “‘extremely excited to begin the rapid
opening process and hope to open all locations this spring.’” The Gander Initial Stores Release
again reiterated defendant Lemonis’s claim that the stores would be operated with a “clear path to
profitability.”
43. The statements referenced in ¶¶27-42 above were materially false and/or misleading
when made because they failed to disclose the following adverse facts pertaining to the Company’s
business, operations and financial condition, which were known to or recklessly disregarded by
defendants:
(a) that the Company lacked effective disclosure controls and internal controls
over financial reporting throughout its business and operations, which had subjected the Company’s
historical financial information to numerous errors and misstatements in every quarterly reporting
period since the IPO, including failures to properly: (i) defer a portion of roadside assistance
policies; (ii) apply vendor rebates against related inventory balances; (iii) allocate intercompany
revenue from new and used vehicles to consumer services and plans; and (iv) allocate intercompany
markup costs applicable to new and used vehicles;
(b) that the Company’s internal controls suffered from numerous material
weaknesses, including: (i) deficient tax controls; (ii) inadequate accounting policies and procedures
in its FreedomRoads reporting segment; and (iii) ineffective transaction-level and management-
review controls over the valuation of trade-in unit inventory;

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(c) that the Company’s historical financial results had not been prepared and
reported in accordance with GAAP;
(d) that, as a result of the numerous errors, misstatements and material
weaknesses listed in (a)-(c) above, the Company’s basic EPS for the period ended December 31,
2016 was actually only $0.08 per share, rather than the $0.11 represented, an overstatement of more
than 37%;
(e) that the Company’s integration and rollout of new Gander locations suffered
from rampant and costly dysfunctions and inefficiencies, including, inter alia, setbacks related to IT
infrastructure, inventory management, logistics management and distribution systems;
(f) that, rather than being rolled out in a disciplined manner to maintain EBITDA
margins and ensure profitability, the Gander stores had been rushed to open, despite encountering
integration setbacks related to Camping World’s IT infrastructure, inventory, logistics and
distribution systems, which had resulted in significantly higher than anticipated pre-opening costs
being incurred to generate new store revenues, which thereby adversely impacted the Company’s
earnings growth and profit margins;
(g) that, as a result of (a)-(f), the Company’s ability to maintain its historical
EBITDA margin and grow adjusted EBITDA and profits had been materially impaired, even as the
Company’s debt load had ballooned as a result of the Gander acquisition and rollout.
44. Moreover, Item 303 of SEC Regulation S-K, 17 C.F.R. §229.303(a)(3)(ii) (“Item
303”), requires defendants to “[d]escribe any known trends or uncertainties that have had or that the
registrant reasonably expects will have a material favorable or unfavorable impact on the sales or
revenues or income from continuing operations.” The failure of Camping World’s quarterly SEC
filings on Form 10-Q to disclose that the acquisition and integration of the Gander stores had
materially impaired the Company’s ability to grow and maintain historical earnings and profit
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margins violated 17 C.F.R. §229.303(a)(3)(ii), because these undisclosed facts were known to
defendants and would (and did) have an unfavorable impact on the Company’s sales, revenues and
income from continuing operations.
45. In addition, the Company’s periodic financial reports filed with the SEC
acknowledged the material importance to investors of maintaining adequate internal disclosure
controls and controls over financial reporting and of successfully opening and integrating the
Company’s recently acquired Gander and Overton’s stores, and the adverse consequences to the
Company that “may” occur “if” it failed to do so. However, the Company’s SEC filings failed to
disclose that material weaknesses already existed in its disclosure controls and controls over
financial reporting and that it had already experienced substantial problems in its integration and
rollout of the Gander and Overton’s stores, which had adversely impacted the Company’s ability to
maintain and grow adjusted EBITDA and profits, rendering those conditional statements themselves
materially misleading.
46. Then, from February 27 to March 1, 2018, Camping World revealed a host of
accounting errors, material internal control weaknesses and the need to delay the filing of its 2017
annual financial report. On February 27, 2018, the Company issued a release announcing its
financial results for the fourth quarter and full year ended December 31, 2017 (the “FY 2017
Release”). The FY 2017 Release revealed that the Company had “recently identified material
weaknesses in [its] internal control over financial reporting.” The FY 2017 Release also revealed
that Camping World would need to revise prior reporting periods due to various “errors,” including:
(i) the lack of deferral of a portion of roadside assistance policies sold with the sale of vehicles; (ii)
the application of a portion of certain vendor rebates against the related inventory balances; (iii) the
elimination of the intercompany allocation of certain revenue from new and used vehicles to
consumer services and plans; and (iv) the allocation of the intercompany markup between costs
- 16 -
applicable to new and used vehicles. The cumulative impact of these misstatements required the
Company to restate and reduce its 2016 basic EPS from $0.11 per share to $0.08 per share, as the
prior reported basic EPS had been overstated by more than 37%. Thereafter, on March 1, 2018,
Camping World announced that it would be unable to timely file its 2017 Form 10-K due to
expected “material weaknesses in its internal control over financial reporting relating to the
insufficient documentation of certain accounting policies and procedures within the Company’s
retail segment, and ineffective transactional level and management review controls over the
valuation of used trade-in inventory.”
47. On this news, the price of Camping World stock declined. Between February 26,
2018 and March 2, 2018, the price of Camping World Class A common stock dropped $4.63 per
share, or more than 10%, on abnormally high trading volume.
48. At the same time, however, defendants concealed adverse sales and earnings trends
and severe operational setbacks and cost inefficiencies from the Gander rollout in order to mitigate
further stock price declines. For example, the FY 2017 Release stated that during the quarter,
Camping World’s adjusted EBITDA had increased 76% to $65.3 million and its same-store sales
(“SSS”) had increased 11.9% to $655.3 million, including an 18.6% increase in new vehicle SSS,
but failed to disclose deceleration in the Company’s core RV sales or the threat to the Company’s
earnings and profit growth posed by the Gander acquisition that had occurred in early 2018. To the
contrary, defendant Lemonis was quoted in the release as stating that positive sales and earnings
trends had continued into the new year and that the Company was successfully implementing its
Gander strategy. The FY 2017 Release stated in pertinent part:
Marcus Lemonis, Chairman and Chief Executive Officer, stated, “We had a
very strong fourth quarter and fiscal year and are pleased with the continued
performance of our business and underlying trends in the RV market. Demand for
towable and smaller recreational vehicles remained strong throughout 2017, and we
made the strategic decision to carry a little more inventory in order to drive volumes
and gain market share in the final months of the year. This decision paid off and we
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generated record fourth quarter revenue and Adjusted EBITDA. In the fourth
quarter, revenue increased 33% to $889 million, Adjusted Pro Forma Net Income
increased 113% to $22 million, and Adjusted EBITDA increased 76% to $65
million.”
Mr. Lemonis continued, “The trends that we have been talking about for the
past year remain strong and continue to drive our business. Our focus on towables
and the lower priced segment of the RV market allows us to sell to a much wider and
more diverse group of consumers than ever before. We see a lot of similarities
between the outdoor consumer and the RV consumer, and we believe there is a
significant opportunity to continue diversifying our business as these lifestyles
converge. Over the past year, we have acquired a number of outdoor and active
sports businesses that give us access to a more diverse base of outdoor lifestyle
customers. Overton’s, Gander Outdoors, TheHouse.com, Uncle Dan’s, W82 and
Erehwon all come with great talent, great products and a loyal customer following
that we believe we can leverage over time through cross-selling and cross-
promotions. We began opening our first Gander Outdoors stores in December
2017 and are pleased with the early trends, including Good Sam Club conversion
rates at these stores.”
49. Also on February 27, 2018, Camping World hosted an earnings conference call to
discuss the fourth quarter and full year 2017 results in which defendants Lemonis and Wolfe
participated. In his prepared remarks, defendant Lemonis provided an update on the Company’s
Gander acquisition. Defendant Lemonis stated that Camping World was raising the number of
expected store openings to 72 stores, that it was “being very calculated and disciplined” and only
opening stores with “a clear path to profitability,” and that the trends he had witnessed to date were
“very promising,” stating in pertinent part:
We opened our first Gander Outdoors store in December and currently have
11 stores up and running. Early trends in these stores have been very promising
and we’re seeing healthy early conversion rates of Gander customers to our Good
Sam Club and our Good Sam credit card. Our plan is to open nearly 72 Gander
Outdoor stores by mid-June.
As I’ve said many times, we’re being very calculated and disciplined in how
we open stores and how we manage this business. We are only interested in
operating stores that we believe have a clear path to profitability. We’ve
aggressively negotiated rents, diversified the mix of merchandise, added a service
department and layered out – on a number of new benefits and savings to our Good
Sam Club for the Gander Outdoors and Overton’s customers. Our goal is not just to
sell the products that we carry in stores and online, but to grow our customer file,
expand our base of Good Sam Club members and then cross-sell the broad array of
- 18 -
products and services into a growing and increasing base of customers and Good
Sam Club members. That has always been our business model and it will continue to
be as we continue to diversify.
In closing, I want to congratulate our existing team members for their hard
work and their dedication in the last year. A lot of growth and a lot of change. And
we welcome our new team members to what is sure to be a very exciting 2018.
50. During the call, defendant Lemonis also provided the Company’s expected financial
results for 2018, including adjusted EBITDA in the range of $431 million to $441 million, which
represented an 8% to 10% increase over 2017 adjusted EBITDA. He stated that there would only be
$30 million in preopening expenses related to Gander store openings and that Gander would not
“have much impact on the company’s adjusted EBITDA in 2018.” He stated in pertinent part:
Our initial outlook for 2018 calls for revenue in the $4.8 billion to $5 billion
range and an adjusted EBITDA in the range of $431 million to $441 million. These
estimates include approximately $400 million in revenue for the outdoor and active
sports business and $30 million in preopening expenses for the Gander Outdoors
stores.
We do not anticipate that Gander Outdoors stores will have much impact on
the company’s adjusted EBITDA in 2018. With the Gander Outdoors stores
opening in the first half of the year and their peak selling season being the third and
fourth quarters, we would expect the Gander Outdoors stores to be a drag on the
adjusted EBITDA in the first half of the year and accretive in the second half of the
year.
We are not looking to provide quarterly guidance on a go-forward basis. But

with the seasonality of this business changing from the outdoor space – from the
outdoor and RV space over the course of the year, I want to give you a little flavor of
what it will look like quarter-by-quarter from an EBITDA perspective.
$70 million to $72 million is our expectation for the first quarter. $154
million to $161 million for the second quarter; $129 million to $133 million for the
third quarter; and $72 million to $75 million in the fourth quarter.
51. When asked by an analyst “how conservative that guidance really is,” defendant
Lemonis stated that he would not provide guidance that the Company was not on track to meet and
that the most important metric for investors was adjusted EBITDA and profitability. He responded
in pertinent part:
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I – you guys have been with me in this environment for a year now. I’m a
“put up what you can absolutely do and you better darn well deliver” kind of guy.
I know that we have to report it in the segments and everybody does the math the
way you just did it. But we wanted to pick a revenue number that we knew we can
hit. But more importantly, that does not steer us away from our focus on
profitability. We’re not going to make acquisitions just to hit top line. We’re not
going to open stores just to hit top line. We’re not going to do anything just to hit top
line. And everybody laughed at me on the roadshow, I don’t care about revenue. It
was our goal over 1 year ago to get to $400 million. We fell like $300,000 to
$400,000 short. It is our goal to continue to focus on profitability and to continue
to return on – get a return on capital that is, what we think, what maybe we define
it as world class. So top line may come. But what I’m really focused on is how do
I beat $435 million to $440 million? How do I do that in a way that doesn’t
compromise our inventory, doesn’t compromise our customer or our staff? And I
know that’s probably not what the marketplace wants to hear, but if I make an
acquisition that does $5 million in revenue and makes $1 million, that’s more
important to me than $10 billion that makes $1 billion. So Tom was very good at
getting me harnessed to give him a revenue number with the team. But my number
that I want you to focus on is how’s Marcus and the team going to get to $440
million. That’s our goal. And that may not be, Dave, that may not be the answer
you want, but that’s – ultimately, that’s how – everybody that you represent,
everybody that I work for, the shareholders, that’s how they get paid.
52. Later on in the call, defendant Lemonis stated: “As these stores open, our
management team at Overton’s and Gander have been unbelievable.”
53. Thereafter, on March 13, 2018, Camping World belatedly filed its 2017 annual
financial report on Form 10-K with the SEC (the “2017 10-K”). In the 2017 10-K, Camping World
stated that its “previously issued consolidated financial statements as of and for the year ended
December 31 2016, and as of and for the three months ended March 31, 2017, three and six months
ended June 30, 2017 and three and nine months ended September 30, 2017 . . . should no longer be
relied upon.” Camping World also revealed in a Form 8-K filed that day that it had identified the
following material weaknesses in its internal controls over financial reporting: “i) the Company’s tax
control related to the realization of deferred tax assets was ineffective . . . , ii) certain accounting
policies and procedures related to corporate accounting functions within FreedomRoads, which
operates the Company’s RV dealerships, were not sufficiently documented and/or executed to be
considered effective, and iii) certain of the Company’s transaction level and management review
- 20 -
controls over the valuation of trade-in unit inventory were not effective.” As a result, Camping
World stated that its disclosure controls and procedures were not effective as of December 31, 2016,
March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, and that its internal
controls over financial reporting were not effective as of December 31, 2017.
54. In addition, the 2017 10-K made positive representations about Camping World’s
growth strategy and outlook, and in particular about the Company’s purported growth through its
Gander operations. The 2017 10-K stated in pertinent part:
Growth Strategies and Outlook
* * *
As discussed above, while we have traditionally focused on the RV-centric

outdoor enthusiasts, we believe there is significant opportunity for us to offer our
comprehensive portfolio of services, protection plans, products and resources
beyond the traditional RV enthusiasts to a broader group of outdoor and active
sports enthusiasts who enjoy hunting, fishing, boating, non-RV camping, biking,
snow skiing, snowboarding, sailboarding, skateboarding and other outdoor active
sports and activities. By expanding our array of products and services to include
outdoor products, apparel and gear, and active sportswear and gear to target this
broader group of outdoor and active sports enthusiasts, and by enhancing the benefits
of membership in our Good Sam Club to provide additional benefits and savings to
this broader group of outdoor and active sports enthusiasts, we believe we have the
opportunity to expand our base of Active Customers and enhance the long-term value
of the Good Sam consumer services and plans. Consistent with this new strategy,
we made several strategic acquisitions in the retail space in 2017 and early 2018,
including Gander Mountain, and Overton’s, Active Sports, Inc., W82, Uncle Dan’s
Outfitters and Erehwon Mountain Outfitter. As of December 31, 2017, we were
operating two Gander Outdoors stores, two Overton’s retail stores, two Active
Sports locations, two W82 locations, and five Uncle Dan’s locations. We plan to
operate a total of 74 Gander Outdoors stores by May 2018.
55. The 2017 10-K was signed by defendants Lemonis, Wolfe and Adams and contained
signed certifications by defendants Lemonis and Wolfe in substantially the same form as in ¶30
certifying that the 2017 10-K was accurate, not misleading and free from fraud.
56. The statements referenced in ¶¶48-52, 54-55 above were materially false and/or
misleading when made because they failed to disclose the following adverse facts pertaining to the
- 21 -
Company’s business, operations and financial condition, which were known to or recklessly
disregarded by defendants:
(a) that the Company’s integration and rollout of new Gander locations suffered
from rampant and costly dysfunctions and inefficiencies, including, inter alia, setbacks related to IT
infrastructure, inventory management, logistics management and distribution systems;
(b) that, rather than being rolled out in a disciplined manner to maintain EBITDA
margins and ensure profitability, the Gander stores had been rushed to open, despite encountering
integration setbacks related to Camping World’s IT infrastructure, inventory, logistics and
distribution systems, which had resulted in significantly higher than anticipated pre-opening costs
being incurred to generate new store revenues, which thereby adversely impacted the Company’s
earnings growth and profit margins;
(c) that the Company’s core RV business was experiencing decelerating growth
as the Company lagged industry trends and was losing market share to competitors;
(d) that, as a result of (a)-(c), the Company’s ability to maintain its historical
EBITDA margin and grow adjusted EBITDA and profits had been materially impaired, even as the
Company’s debt load had ballooned as a result of the Gander acquisition and rollout; and
(e) that, as a result of (a)-(d), the Company was not on track to achieve 2018
adjusted EBITDA of $431 million to $441 million and defendants had no reasonable basis to believe
and did not believe that Camping World would achieve these estimates.
57. Moreover, the failure of Camping World’s 2017 10-K to disclose the facts listed in
¶56 violated Item 303 because these undisclosed facts were known to defendants and would (and
did) have an unfavorable impact on the Company’s sales, revenues and income from continuing
operations.
- 22 -
58. In addition, the 2017 10-K acknowledged the material importance to investors of
successfully integrating Camping World’s recently acquired Gander and Overton’s stores, and the
adverse consequences to the Company that “may” occur “if” it failed to do so. However, the 2017
10-K failed to disclose that Camping World had already experienced substantial problems in its
integration and rollout of Gander and Overton’s stores which had adversely impacted the Company’s
ability to maintain and grow its adjusted EBITDA and profitability, rendering those conditional
statements themselves materially misleading.
59. On May 8, 2018, Camping World reported disappointing financial results for the
quarter ended March 31, 2018. During the quarter, Camping World’s adjusted EBITDA had
decreased 0.1% to $71.8 million and its adjusted EBITDA margin had decreased 139 basis points to
6.8%. In addition, the Company revealed adverse trends in its core RV business, as SSS increased
only 3.9% and new vehicle SSS increased only 1.6%, far below the industry average of over 8%
during the quarter – an indication that the Company had lost significant market share to its
competitors.
60. During the conference call to discuss the quarterly results, defendant Lemonis
essentially admitted that new Gander store openings had been rushed due to his desire to open the
stores as quickly as possible to boost revenues, despite encountering increased costs at the expense
of profits. Defendant Lemonis revealed that the Company needed to slow down the Gander store
openings amidst “challenges on several fronts,” stating in pertinent part:
We’ve opened up 42 new Gander locations, which admittedly have opened a

little later than I anticipated. Given the number of stores we’re opening in a
relatively short period of time and the fact that we are completely rebuilding the
business, the inventory and the staff from scratch, there are challenges on several
fronts, including our IT infrastructure, inventory management and distribution
systems. This ultimately led me to the decision to slow down the operating process
to ensure that we’re opening the stores right the first time. You only get one chance
to make a first impression with the customer, and this was way too important to me
to rush it.
- 23 -
61. Later in the call, in response to analyst questions, defendant Lemonis was more blunt
in his assessment, calling the behind-the-scenes rollout of Gander stores a “giant shit show.” He
stated in pertinent part:
We pushed out the cadence because we wanted to get it right the first time. And we
also encountered – I tell you, Tim, I think what happened that I underestimated. And
when I visited the distribution center in Lebanon, I probably have never experienced
anything like it. When you take 600,000 square feet of an empty distribution center
and you try to add hundreds of thousands of new SKUs and hundreds – and
thousands of new vendors and you literally move all that product in on a brand-new
operating system that you’ve never used before and then you have to move all that
product out, it was kind of a giant shit show. And we had – luckily, we had store
staff from around the country get on school buses in Greyhounds and drive to the
distribution center and stay in hotels and RVs and work 14, 15 hours trying to get the
product out for their store. I mean, what an unbelievable team effort. But nobody
wants to hear that. What they want to know is that it was a perfect process. And it
wasn’t. And rather than continuing to flex that and lose people and break the system,
I made the decision that my people were more important than my profits in that
moment. And that yes, if we go backwards $7 million or $8 million or $9 million
over the course of my lifetime, it’s a blip, but it was more important to me that the
people not be broken, the process not be broken, the customer experience not be
broken and that’s on me, not them for slowing it down. And I would stand behind it
with my 35 million shares, very comfortably.
62. On this news, the price of Camping World Class A stock fell $4.60 per share, or 17%,
on abnormally high trading volume to close at $23.02 per share on May 8, 2018.
63. However, defendants continued to misrepresent and conceal adverse sales and
earnings trends in order to mitigate further stock price declines. For example, defendants reaffirmed
the false and misleading 2018 adjusted EBITDA guidance of $431 million to $441 million. During
the year-end 2017 earnings conference call, defendant Lemonis stated: “We’re still feeling very
confident about our full year . . . we feel confident with our annual number.”
64. On May 22, 2018, Camping World filed a notice with the SEC on Form 8-K
revealing that the Company had replaced its auditor of 13 years, Ernst & Young LLP.
on abnormally high trading volume to close at $19.27 per share on May 23, 2018.
- 24 -
66. Then, on August 7, 2018, Camping World reported disappointing financial results for
the quarter ended June 30, 2018. The Company revealed that it had achieved adjusted EBITDA of
only $140.2 million for the quarter, 9% below its guidance of $154 million. In addition, Camping
World revealed that its adjusted EBITDA margin had continued to deteriorate and had fallen 250
basis points year-over-year to 5.7%, while its same-store revenues had experienced a “modest
decline,” again underperforming the broader market.
67. In addition, the Company revealed that problems in its Gander operations were more
extensive than previously disclosed. On a conference call to discuss the results, defendant Lemonis
revealed that Camping World was actually on track to achieve 2018 adjusted EBITDA of only $370
million to $380 million, a decline of 14% from prior guidance. Rather than being adjusted EBITDA
neutral, the Company’s Gander operations were responsible for the $60 million reduction in adjusted
EBITDA for the year. At the same time, Camping World’s long-term debt had ballooned to over
$1.1 billion by June 30, 2018, compared to only $620 million as of December 31, 2016, before the
Gander acquisition.
on abnormally high trading volume to close at $19.04 per share on August 8, 2018.
69. As a result of defendants’ fraudulent scheme, which artificially inflated the price of
Camping World’s Class A common stock during the Class Period, plaintiff and the Class (as defined
below) suffered millions of dollars in economic losses and damages under the federal securities laws.
ADDITIONAL SCIENTER ALLEGATIONS
70. As alleged herein, defendants acted with scienter in that they knew or recklessly
disregarded that the public documents and statements issued or disseminated in the name of the
Company were materially false and misleading; they knew or recklessly disregarded that such
statements or documents would be issued or disseminated to the investing public; and they
- 25 -
substantially participated in actions or acquiesced in the issuance or dissemination of such statements
or documents intended to manipulate the price of Camping World Class A common stock as primary
violations of the federal securities laws. Defendants, by virtue of their receipt of information
reflecting the true facts regarding Camping World, their control over, and/or receipt or modification
of Camping World’s allegedly materially misleading misstatements and/or their associations with the
Company that made them privy to confidential proprietary information concerning Camping World,
participated in the fraudulent scheme alleged herein.
71. Moreover, the Individual Defendants, because of their positions with the Company,
possessed the power and authority to control the contents of Camping World’s quarterly reports,
press releases and presentations to securities analysts, money and portfolio managers and
institutional investors, i.e., the market. They were provided with copies of the Company’s reports
and press releases alleged herein to be misleading prior to or shortly after their issuance and had the
ability and opportunity to prevent their issuance or cause them to be corrected. Because of their
positions with the Company and their access to material non-public information available to them
but not to the public, the Individual Defendants knew or were reckless in not knowing that the
adverse facts specified herein had not been disclosed to and were being concealed from the public
and that the positive representations being made were then materially false and misleading.
72. In addition, given the centrality of the concealed information to Camping World’s
business and operations, the adverse facts specified herein would have been known to defendants or
recklessly disregarded by them. The adverse developments at issue related to the Company’s critical
acquisition and integration of Gander stores, which Camping World repeatedly highlighted as a key
strategic initiative, and the Company’s earnings, profitability and adjusted EBITDA, which
defendant Lemonis stated throughout the Class Period should be viewed as the Company’s most
important metrics. The Individual Defendants, in particular, held themselves out to the market as the
- 26 -
representatives of the Company most knowledgeable on these topics. For example, defendant
Lemonis stated that he and defendant Moody had “really been at the forefront of negotiating those
leases” for new Gander stores. Similarly, defendant Lemonis stated that the number one “focus” of
the Company’s management was on profitability and earnings and ensuring that the Company
always made its earnings estimates. Defendants Lemonis and Wolfe also signed certifications
throughout the Class Period assuring investors that they had evaluated the Company’s internal
controls and procedures and that these controls and procedures were effective and that Camping
World’s financial reporting was accurate and free from fraud.
73. In addition to their access to information through their roles as senior managers and
directors of the Company, defendants were uniquely situated due to their private ownership of the
Company prior to taking it public and stood to gain enormous financial rewards by going public and
portraying the Company in a positive light during the periods following the IPO when they could sell
their personal Camping World stock. All of the Individual Defendants had served as senior
managers and/or directors of the Company prior to the IPO and had intimate familiarity with the
Company’s accounting policies, procedures and controls and further developed this familiarity and
knowledge in preparation for the IPO and in the first year thereafter. As stated in SEC filings,
Camping World had dedicated “significant resources and management attention” to the Company’s
internal controls and procedures.
74. The suspicious timing and nature of the sales of Camping World stock during the
Class Period by Company insiders further adds to the indicia of scienter. The more than $530
million in insider selling by virtually the entirety of the Company’s upper management and its
private equity sponsor provides additional compelling indicia of defendants’ culpable state of mind.
75. From May 31 to June 9, 2017, the Crestview Defendants sold over 6.3 million shares
of Class A common stock at $27.75 per share for over $175.5 million in gross proceeds in a
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secondary stock offering. A few months later, on October 31 and November 1, 2017, the Crestview
Defendants sold more than 6.8 million shares of Camping World Class A shares at $40.50 per share
for nearly $278 million in gross proceeds. In total, the Crestview Defendants sold nearly 13.2
million shares of Camping World Class A stock during the Class Period for more than $453.4
million in gross proceeds.
76. Also in the October secondary offering, defendants Lemonis and Adams sold over
800,000 Camping World Class A shares at $40.50 per share through an entity they indirectly owned
for more than $32.4 million in gross insider sale proceeds. In addition, defendant Lemonis sold
130,000 Camping World Class A shares on March 15, 2018 at $35.51 per share for more than $4.6
million in additional gross proceeds.
77. The rest of Camping World’s senior management likewise sold a significant amount
of their personally held Camping World shares during the Class Period. For example, Camping
World’s CFO, defendant Wolfe, sold over $9 million worth of Camping World Class A shares from
April 26, 2017 to September 27, 2017 at prices as high as $40.34 per share. Camping World’s COO,
defendant Moody, sold over $16.8 million worth of Camping World Class A shares from April 26,
2017 to December 28, 2017 at prices as high as $46.17 per share. And the President of Camping
World, Roger Nuttall, sold over $13.8 million worth of Camping World Class A shares from June
26, 2017 to December 27, 2017 at prices as high as $45.92 per share.
78. A majority of the defendants’ insider sales occurred at prices above $40, near the
Class Period high and more than double the $19.04 per share price the shares had fallen to at the end
of the Class Period. Many of the sales also occurred shortly before the revelation of adverse news.
For example, defendant Lemonis sold $4.6 million worth of Camping World stock on March 15,
2018 – only two weeks before the end of Camping World’s disappointing first quarter of 2018.
Similarly, defendant Moody sold over $4.5 million worth of Camping World stock in the last week
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of December 2017, despite the fact that the Company was set to reveal a host of material weaknesses
in its internal disclosure and financial reporting controls and errors in its historical financial results
going back to the IPO.
79. Defendants’ end-of-Class-Period admissions also support scienter. For example,
defendant Lemonis described the Gander rollout as a “giant shit show” after previously claiming that
he had been “pleased” with initial store openings conducted in a “very calculated and disciplined”
manner and that “[e]arly trends in these stores have been very promising” with “unbelievable”
management oversight.
80. Similarly, during a June 6, 2018 investor conference, defendant Lemonis essentially
admitted that he had caused investor “confusion” over the Company’s operation and performance
and that he had not provided fulsome disclosures to investors regarding Camping World’s Gander
strategy because he was “used to holding all my cards so I can sucker punch my competitors,”
stating in pertinent part:
[M]e and not the rest of the team have to do a better job of understanding the
transition from private company to public company and understanding how to share
that strategy. Because I am used to holding all my cards so I can sucker punch my
competitors.
I realize now that I need to give you enough information so you understand
why capital is being deployed, why things are being done, so that it doesn’t create or
it doesn’t create confusion. So I think that really falls to on me to do a better job in
that regard.
81. Later in June 2018, defendant Lemonis conducted an interview with Jim Cramer, host
of the “Mad Money” investment show on CNBC. Defendant Lemonis also hosts a television show
on CNBC called “The Profit.” During the segment, defendant Lemonis admitted that he and
Camping World had made “‘mistakes’” in communicating the Company’s “‘real strategy.’”
- 29 -
82. Viewed holistically and in their totality, the facts alleged herein provide a compelling
inference that defendants knew, or were reckless in not knowing, the adverse facts specified herein
that is at least as compelling as any non-culpable inference.
LOSS CAUSATION AND ECONOMIC LOSS
83. As detailed herein, defendants engaged in a scheme to deceive the market and a
course of conduct that artificially inflated the price of Camping World Class A common stock and
operated as a fraud or deceit on purchasers of Camping World Class A common stock. As detailed
above, when the truth about Camping World’s misconduct was revealed, the value of the Company’s
Class A stock declined precipitously as the prior artificial inflation no longer propped up the stock’s
price. The declines in Camping World’s Class A stock price were the direct result of the nature and
extent of defendants’ fraud finally being revealed to investors and the market over time. The timing
and magnitude of the declines negate any inference that the losses suffered by plaintiff were caused
by changed market conditions, macroeconomic or industry factors or Company specific facts
unrelated to defendants’ fraudulent conduct. The economic loss, i.e., damages, suffered by plaintiff,
was a direct result of defendants’ fraudulent scheme to artificially inflate the price of the Company’s
Class A stock and the subsequent significant decline in the value of the stock when defendants’ prior
misrepresentations and other fraudulent conduct were revealed.
84. At all relevant times, defendants’ materially false and misleading statements or
omissions alleged herein directly or proximately caused the damages suffered by plaintiff. Those
statements were materially false and misleading through their failure to disclose a true and accurate
picture of Camping World’s business, operations and financial condition, as alleged herein. Before
the time of plaintiff’s purchases of Camping World Class A common stock, defendants issued
materially false and misleading statements and/or omitted material facts necessary to make
defendants’ statements not false or misleading, causing the price of Camping World’s Class A stock
- 30 -
to be artificially inflated. Plaintiff and other Class members purchased Camping World Class A
stock at those artificially inflated prices, causing them to suffer damages as complained of herein.
APPLICABILITY OF PRESUMPTION OF RELIANCE:

FRAUD-ON-THE-MARKET DOCTRINE
85. At all relevant times, the market for Camping World Class A common stock was an
efficient market for the following reasons, among others:
(a) Camping World Class A common stock met the requirements for listing and
was listed and actively traded on the NYSE, a highly efficient and automated market;
(b) according to the Company’s 2017 Form 10-K, filed on March 13, 2018, the
Company had more than 36.7 million shares of Class A stock outstanding as of March 12, 2018,
demonstrating a very active and broad market for Camping World Class A common stock;
(c) as a regulated issuer, Camping World filed periodic public reports with the
SEC;
(d) Camping World regularly communicated with public investors via established
market communication mechanisms, including the regular dissemination of press releases on
national circuits of major newswire services, the Internet and other wide-ranging public disclosures;
and
(e) unexpected material news about Camping World was rapidly reflected in and
incorporated into the Company’s stock price.
86. As a result of the foregoing, the market for Camping World Class A common stock
promptly digested current information regarding Camping World from publicly available sources
and reflected such information in Camping World’s Class A stock price. Under these circumstances,
a presumption of reliance applies to plaintiff’s purchases of Camping World Class A common stock.
87. A presumption of reliance is also appropriate in this action under the Supreme Court’s
holding in Affiliated Ute Citizens v. United States, 406 U.S. 128 (1972), because plaintiff’s claims
- 31 -
are based, in significant part, on defendants’ material omissions. Because this action involves
defendants’ failure to disclose material adverse information regarding Camping World’s business
and operations, positive proof of reliance is not a prerequisite to recovery. All that is necessary is
that the facts withheld be material in the sense that a reasonable investor might have considered them
important in making investment decisions. Given the importance of defendants’ material
misstatements and omissions set forth above, that requirement is satisfied here.
NO SAFE HARBOR
88. Defendants’ false or misleading statements alleged to be actionable herein were not
forward-looking statements (“FLS”), or were not identified as such by defendants, but rather
statements of historical and present fact, and thus did not fall within any “Safe Harbor.”
89. Defendants’ verbal “Safe Harbor” warnings accompanying any of their oral FLS
failed to provide meaningful cautionary statements regarding the specific facts and circumstances
facing the Company, and thus were ineffective to shield those statements from liability.
90. Defendants are also liable for any false or misleading FLS pleaded because, at the
time each FLS was made, the speaker knew the FLS was false or misleading and the FLS was
authorized and/or approved by an executive officer of Camping World who knew that the FLS was
false. Further, none of the historic or present tense statements made by defendants were assumptions
underlying or relating to any plan, projection or statement of future economic performance, as they
were not stated to be such assumptions underlying or relating to any projection or statement of future
economic performance when made.
CLASS ACTION ALLEGATIONS
91. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil
Procedure 23(a) and (b)(3) on behalf of a class consisting of all purchasers of Camping World Class
A common stock during the Class Period and who were damaged thereby (the “Class”). Excluded
- 32 -
from the Class are defendants and their immediate families, the officers and directors of the
Company, at all relevant times, members of their immediate families, and defendants’ legal
representatives, heirs, successors or assigns and any entity in which defendants have or had a
controlling interest.
92. The members of the Class are so numerous that joinder of all members is
impracticable. Throughout the Class Period, Camping World Class A common stock was actively
traded on the NYSE. There are likely hundreds or thousands of members in the proposed Class.
Record owners and other members of the Class may be identified from records maintained by
Camping World or its transfer agent and may be notified of the pendency of this action by mail,
using the form of notice similar to that customarily used in securities class actions.
93. Plaintiff’s claims are typical of the claims of the members of the Class as all members
of the Class are similarly affected by defendants’ wrongful conduct in violation of federal law
complained of herein.
94. Plaintiff will fairly and adequately protect the interests of the members of the Class
and has retained counsel competent and experienced in class action and securities litigation.
95. Common questions of law and fact exist as to all members of the Class and
predominate over any questions solely affecting individual members of the Class. Among the
questions of law and fact common to the Class are:
(a) whether the federal securities laws were violated by defendants’ acts as
alleged herein;
(b) whether defendants made false and misleading statements about the business
and operations of Camping World to the investing public during the Class Period;
(c) whether the price of Camping World Class A common stock was artificially
inflated during the Class Period; and
- 33 -
(d) to what extent the members of the Class have sustained damages and the
proper measure of damages.
96. A class action is superior to all other available methods for the fair and efficient
adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the
damages suffered by individual Class members may be relatively small, the expense and burden of
individual litigation make it impracticable for members of the Class to individually redress the
wrongs done to them. Plaintiff is not aware of any difficulty in the management of this action as a
class action.
COUNT I
For Violation of §10(b) of the 1934 Act and Rule 10b-5

Against Camping World and the Individual Defendants
97. Plaintiff incorporates the foregoing paragraphs by reference.
98. Camping World and the Individual Defendants disseminated or approved the false or
misleading statements specified above, which they knew or recklessly disregarded were misleading
in that they contained misrepresentations and failed to disclose material facts necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading.
99. These defendants violated §10(b) of the 1934 Act and Rule 10b-5 in that they:
(a) Employed devices, schemes and artifices to defraud;
(b) Made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under which they were
made, not misleading; or
(c) Engaged in acts, practices and a course of business that operated as a fraud or
deceit upon plaintiff and other members of the Class in connection with their purchases of Camping
World Class A common stock.

- 34 -
100. Plaintiff has suffered damages in that, in reliance on the integrity of the market,
plaintiff paid artificially inflated prices for Camping World Class A common stock. Plaintiff would
not have purchased Camping World Class A common stock at the prices paid, or at all, if plaintiff
had been aware that the market price had been artificially and falsely inflated by defendants’
misleading statements.
101. As a direct and proximate result of defendants’ wrongful conduct, plaintiff and other
members of the Class suffered damages in connection with their purchases of Camping World Class
A common stock.
COUNT II
For Violation of §20(a) of the 1934 Act

Against the Individual Defendants and the Crestview Defendants
102. Plaintiff incorporates the foregoing paragraphs by reference.
103. The Individual Defendants and the Crestview Defendants acted as controlling persons
of Camping World within the meaning of §20(a) of the 1934 Act.
104. By virtue of their high-level positions, and their ownership and contractual rights,
participation in and/or awareness of the Company’s operations and/or intimate knowledge of the
false and misleading statements filed by the Company with the SEC and disseminated to the
investing public, the Individual Defendants had the power to influence and control and did influence
and control, directly or indirectly, the decision-making of the Company, including the content and
dissemination of the various statements that plaintiff contends are false and misleading. The
Individual Defendants were provided with, or had, unlimited access to copies of the Company’s
reports, press releases, public filings and other statements alleged by plaintiff to be misleading
before and/or shortly after these statements were issued and had the ability to prevent the issuance of
the statements or cause the statements to be corrected.
- 35 -
105. The Crestview Defendants controlled Camping World by virtue of their majority
share ownership, power to appoint directors, agreements with the Company and historical and
professional relationships with Camping World and the Individual Defendants as specified herein.
PRAYER FOR RELIEF
WHEREFORE, plaintiff prays for judgment as follows:
A. Determining that this action is a proper class action under Rule 23 of the Federal
Rules of Civil Procedure;
B. Awarding plaintiff damages in an amount to be determined at trial and interest
thereon;
C. Awarding plaintiff’s reasonable costs, including attorneys’ fees; and
D. Awarding such equitable/injunctive or other relief as the Court may deem just and
proper.
JURY DEMAND
Plaintiff demands a trial by jury.
DATED: October 19, 2018 ROBBINS GELLER RUDMAN

& DOWD LLP
JAMES E. BARZ (IL Bar # 6255605)
FRANK A. RICHTER (IL Bar # 6310011)
BRIAN E. COCHRAN (IL Bar # 6329016)
s/ James E. Barz
JAMES E. BARZ
200 South Wacker Drive, 31st Floor

Chicago, IL 60606
Telephone: 312/674-4674
312/674-4676 (fax)
jbarz@rgrdlaw.com
frichter@rgrdlaw.com
bcochran@rgrdlaw.com
- 36 -
JOHNSTON FISTEL, LLP

MICHAEL I. FISTEL, JR.
40 Powder Springs Street
Marietta, GA 30064
Telephone: 770/200-3104
770/200-3101 (fax)
michaelf@johnsonfistel.com
Attorneys for Plaintiff

I:\Admin\CptDraft\Securities\Cpt Camping World.docx
- 37 -
DocuSign Envelope ID: 57E90D4D-2B03-462C-8A89-74D48B215546
CERTIFICATION OF NAMED PLAINTIFF

PURSUANT TO FEDERAL SECURITIES LAWS
DAVID M. RONGE (“Plaintiff”) declares:

1. Plaintiff has reviewed a complaint and authorized its filing.
2. Plaintiff did not acquire the security that is the subject of this action at
the direction of plaintiff’s counsel or in order to participate in this private action or
any other litigation under the federal securities laws.
3. Plaintiff is willing to serve as a representative party on behalf of the
class, including providing testimony at deposition and trial, if necessary.
4. Plaintiff has made the following transaction(s) during the Class Period in
the securities that are the subject of this action:
Security Transaction Date Price Per Share
See attached Schedule A.
5. Plaintiff has not sought to serve or served as a representative party in

a class action that was filed under the federal securities laws within the three-year
period prior to the date of this Certification except as detailed below:
None.
6. Plaintiff will not accept any payment for serving as a representative
party on behalf of the class beyond the Plaintiff’s pro rata share of any recovery,
except such reasonable costs and expenses (including lost wages) directly relating
to the representation of the class as ordered or approved by the court.
I declare under penalty of perjury that the foregoing is true and correct.
18
Executed this ____ day of October, 2018.
DAVID M. RONGE
CAMPING WORLD
DocuSign Envelope ID: 57E90D4D-2B03-462C-8A89-74D48B215546
SCHEDULE A
SECURITIES TRANSACTIONS
Stock
Date Amount of
Acquired Shares Acquired Price*
03/09/2017 270 $31.90

03/30/2017 50 $30.73
04/04/2017 350 $28.48
04/28/2017 180 $30.46
01/08/2018 425 $43.26
01/08/2018 45 $43.12
01/08/2018 55 $42.70
01/17/2018 260 $42.95
03/01/2018 59 $38.59
03/21/2018 85 $33.77
04/06/2018 144 $30.64
*Adjustment factors applied to all prices to reflect the special cash dividends.
The adjustments used are as follow:
0.996147 adjustment on 09/13/2018
0.996928 adjustment on 06/14/2018
0.998183 adjustment on 03/15/2018
0.99841 adjustment on 12/14/2017
0.997171 adjustment on 12/14/2017
0.998134 adjustment on 09/14/2017
0.997529 adjustment on 06/14/2017
0.997789 adjustment on 03/15/2017

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Case: 1:18-cv-07030 Document #: 1 Filed: 10/19/18 Page 1 of 40 PageID #:1

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

DAVID RONGE, Individually and on Behalf ) Case No.

COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

SUMMARY OF THE ACTION

4. Then, in a series of startling corrective disclosures, Camping World revealed, inter

and been “unbelieveabl[y]” well managed.

worth of Camping World Class A stock at artificially inflated prices.

JURISDICTION AND VENUE

§1331 and §27 of the 1934 Act.

corporate headquarters are located in this District.

9. In connection with the acts alleged in this complaint, defendants, directly or

on the NYSE under the ticker symbol “CWH.”

CEO of Camping World throughout the Class Period.

Camping World throughout the Class Period.

Camping World throughout the Class Period.

15. Defendant Stephen Adams (“Adams”) served as a director of Camping World

throughout the Class Period.

both directly and through various affiliates.

18. Defendant Crestview Advisors, L.L.C. (“Crestview Advisors”) is a registered

invested in Camping World.

company,’” stating in pertinent part:

FreedomRoads, an RV dealership helmed by defendant Lemonis.

ownership substantially declined.

were subject to a majority of the economic risk.

in the best interests of holders of our Class A common stock.”

DEFENDANTS’ MATERIALLY FALSE AND MISLEADING

stated that the Company had achieved basic EPS of $0.11.

both signing certifications that stated:

1. I have reviewed this Annual Report on Form 10-K of Camping World

2. Based on my knowledge, this report does not contain any untrue

3. Based on my knowledge, the financial statements, and other

4. The registrant’s other certifying officer and I are responsible for

(a) Designed such disclosure controls and procedures, or caused such

(c) Evaluated the effectiveness of the registrant’s disclosure controls

(d) Disclosed in this report any change in the registrant’s internal

5. The registrant’s other certifying officer and I have disclosed, based

(a) All significant deficiencies and material weaknesses in the design or

(b) Any fraud, whether or not material, that involves management or

The structure of the transaction will allow Camping World to immediately

Brent Moody, Chief Operating Officer of Camping World, stated, “Camping

misleading and free from fraud.

stores. The Gander Update Release stated in pertinent part:

On May 5, 2017, CWI, Inc., an indirect wholly-owned subsidiary of Camping

Registration Statement was signed by defendants Lemonis, Wolfe and Adams.

broader market opportunity:

“We delivered exceptional record-breaking results in the second quarter. . . . We

free from fraud.

foundation to be an outdoor juggernaut.” Defendant Lemonis continued: “But to be very clear, we

Gander would be significantly accretive to the Company’s earnings.

free from fraud.

profitability, stating in pertinent part:

markup costs applicable to new and used vehicles;

review controls over the valuation of trade-in unit inventory;

reported in accordance with GAAP;

(d) that, as a result of the numerous errors, misstatements and material

infrastructure, inventory management, logistics management and distribution systems;

integration setbacks related to Camping World’s IT infrastructure, inventory, logistics and