UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15 (d) of The Securities Exchange Act of 1934

The Securities Exchange Act of 1934

For Quarter Ended:		Commission File Number
June 30, 2002		333-26389

For Quarter Ended:		Commission File Number
September 30, 2001		333-26389

AFFINITY GROUP HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware		59-2922099
(State of incorporation or organization)		(I.R.S. Employer Identification No.)
64 Inverness Drive East Englewood, CO		80112
64 Inverness Drive East		(303) 792-7284
(Address of principal executive offices)		(Zip Code)
Englewood, CO 80112		(Registrant’s telephone
(303) 792-7284
(Address of principal executive offices)		number, including area code)
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

11% Senior Notes Due 2007

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ý NO o

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date.

		Outstanding as of
Class		~~November~~August 139, ~~2001~~2002
Common Stock, $.01 par value		100

DOCUMENTS INCORPORATED BY REFERENCE: None

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

INDEX

Part I.	Financial Information
	Item 1:	Financial Statements
		Consolidated Balance Sheets As of September 30, 2001 and December 31, 2000
		Consolidated Statements of Operations For the three months ended September 30, 2001 and 2000
		Consolidated Statements of Operations For the nine months ended September 30, 2001 and 2000
		Consolidated Statements of Cash Flows For the nine months ended September 30, 2001 and 2000
		Notes to Consolidated Financial Statements
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II.	Other Information
Signatures


Part I. Financial Information

Item 1: Financial Statements

Consolidated Balance Sheets
As of June 30, 2002 and December 31, 2001

Consolidated Statements of Operations
For the three months ended June 30, 2002 and 2001

Consolidated Statements of Operations
For the six months ended June 30, 2002 and 2001

Consolidated Statements of Cash Flows
For the six months ended June 30, 2002 and 2001

Notes to Consolidated Financial Statements

Item 2: Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Part II. Other Information

Signatures

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER~~ JUNE 30, ~~2001~~2002 AND DECEMBER 31, ~~2000~~2001

(In Thousands)

	9/30/01			12/31/00
	6/30/02			12/31/01
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	21,~~678~~482		$	3,~~456~~180
Accounts receivable, less allowance for doubtful accounts of $1,815 in 2001 and $1,642 in 2000	20,428			24,393
Accounts receivable, less allowance for doubtful accounts of $964 in 2002 and $1,587 in 2001	20,252			20,636
Inventories	3234,~~078~~214			3332,~~774~~065
Prepaid expenses and other assets	1413,~~672~~927			910,~~961~~281
Deferred tax asset	64,~~558~~985			64,~~558~~985
Total current assets	7674,~~414~~860			7871,~~142~~147
PROPERTY AND EQUIPMENT	64,377			67,118
PROPERTY AND EQUIPMENT, net	17,762			18,277
NOTES FROM AFFILIATES	2521,~~073~~317			2330,~~388~~128
INTANGIBLE ASSETS	177,710			183,333
INTANGIBLE ASSETS, net	32,548			34,382
DEFERRED TAX ASSET	14,953			14,950
GOODWILL	140,511			142,253
OTHER ASSETS	4,781			4,896
DEFERRED TAX ASSET	18,709			18,703
	$	363,308		$	371,827
OTHER ASSETS	3,874			3,750
LIABILITIES AND STOCKHOLDER'S DEFICIT
	$	309,581		$	318,640
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	2423,~~297~~636		$	17,~~709~~554
Accrued interest	84,~~299~~297			4,~~966~~565
Accrued income taxes	43,~~528~~251			52,~~941~~212
Accrued liabilities	2528,~~294~~261			2730,~~202~~059
Deferred revenues	64,641			57,401
Deferred revenues and gains	60,193			54,872
Deferred tax liability	51,~~514~~281			51,~~514~~281
Current portion of long-term debt	237,~~760~~110			1116,~~205~~189
Total current liabilities	~~156~~128,~~333~~029			~~129~~126,~~938~~732
DEFERRED REVENUES	29,532			32,567
DEFERRED REVENUES AND GAINS	41,321			41,290
LONG-TERM DEBT	239,459			274,281
LONG-TERM DEBT, net of current portion	204,291			212,127
DEFERRED TAX LIABILITY	711,~~939~~737			711,~~939~~737
OTHER LONG-TERM LIABILITIES	34,~~965~~423			43,~~017~~103
COMMITMENTS AND CONTINGENCIES	-			-
	389,801			394,989
	437,228			448,742
COMMITMENTS AND CONTINGENCIES	—			—
STOCKHOLDER'S DEFICIT:
STOCKHOLDER’S DEFICIT:
Common stock, $.01 par value, 1,000 shares authorized, 100 shares issued and outstanding	1			1
Additional paid-in capital	122,021			12,021
Accumulated deficit	(8582,~~557~~242		)	(88,~~937~~371		)
Other comprehensive income -
Total stockholder’s deficit	(80,220		)	(76,349		)
Loss on value of derivatives	(385		)	-
	$	309,581		$	318,640
Total stockholder's deficit	(73,920		)	(76,915		)
	$	363,308		$	371,827

See notes to consolidated financial statements.

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands)

(Unaudited)

	THREE MONTHS ENDED
	9/30/2001			9/30/2000
	6/30/2002			6/30/2001
REVENUES:
Membership services	$	2933,~~902~~815		$	3231,~~517~~351
Publications	1213,~~118~~110			12,~~625~~654
Retail	6174,~~582~~827			6067,~~871~~171
	103,602			106,013
	121,752			111,176
COSTS APPLICABLE TO REVENUES:
Membership services	1820,~~974~~592			2119,~~363~~740
Publications	89,~~485~~132			89,~~510~~401
Retail	4250,~~279~~240			4045,~~917~~072
	69,738			70,790
	79,964			74,213
GROSS PROFIT	3341,~~864~~788			3536,~~223~~963
OPERATING EXPENSES:
Selling, general and administrative	2026,~~990~~660			22,~~156~~527
Depreciation and amortization	4,100			4,188
Restructuring charge	952			—
	25,090			26,344
Depreciation and amortization	2,473			4,196
INCOME FROM OPERATIONS	8,774			8,879
	30,085			26,723
INCOME FROM OPERATIONS	11,703			10,240
NON-OPERATING ITEMS:
Interest expense, net	(64,~~096~~162		)	(76,~~000~~495		)
Other non-operating income, net	6572			6448
	(6,031		)	(6,936		)
	(4,090		)	(6,447		)
INCOME BEFORE INCOME TAXES	2,743			1,943
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE	7,613			3,793
INCOME TAX EXPENSE	(12,~~398~~560		)	(12,~~402~~022		)
NET INCOME	$	1,345		$	541
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE	5,053			1,771
CUMULATIVE EFFECT OF ACCOUNTING CHANGE	—			—
NET INCOME	$	5,053		$	1,771

See notes to consolidated financial statements.

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands)

(Unaudited)

	NINE MONTHS ENDED
	SIX MONTHS ENDED
	9/30/2001			9/30/2000
	6/30/2002			6/30/2001
REVENUES:
Membership services	$	9162,~~027~~637		$	9261,~~258~~125
Publications	3927,~~541~~866			4027,~~992~~423
Retail	~~177~~128,~~209~~109			~~174~~115,~~494~~627
	307,777			307,744
	218,612			204,175
COSTS APPLICABLE TO REVENUES:
Membership services	5537,~~147~~072			5936,~~751~~173
Publications	2820,~~939~~091			2820,~~463~~454
Retail	~~120~~85,~~000~~332			~~115~~77,~~983~~721
	204,086			204,197
	142,495			134,348
GROSS PROFIT	~~103~~76,~~691~~117			~~103~~69,~~547~~827
OPERATING EXPENSES:
Selling, general and administrative	6549,~~260~~653			6444,~~794~~270
Depreciation and amortization	12,421			12,701
Restructuring charge	952			—
	77,681			77,495
Depreciation and amortization	5,004			8,321
INCOME FROM OPERATIONS	26,010			26,052
	55,609			52,591
INCOME FROM OPERATIONS	20,508			17,236
NON-OPERATING ITEMS:
Interest expense, net	(198,~~091~~465		)	(2112,~~010~~995		)
Other non-operating income, net	~~174~~186			~~198~~109
	(18,917		)	(20,812		)
	(8,279		)	(12,886		)
INCOME BEFORE INCOME TAXES	7,093			5,240
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE	12,229			4,350
INCOME TAX EXPENSE	(34,~~713~~358		)	(32,~~074~~315		)
NET INCOME	$	3,380		$	2,166
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE	7,871			2,035
CUMULATIVE EFFECT OF ACCOUNTING CHANGE	(1,742		)	—
NET INCOME	$	6,129		$	2,035

See notes to consolidated financial statements.

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	NINE MONTHS ENDED
	SIX MONTHS ENDED
	9/30/2001			9/30/2000
	6/30/2002			6/30/2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	36,~~380~~129		$	2,~~166~~035
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred tax (benefit) provision	(3		)	1,444
Cumulative effect of accounting change	1,742			—
Depreciation and amortization	12,421			12,701
Deferred tax benefit	(6		)	(362		)
Provision for losses on accounts receivable	1,400			1,200
Depreciation and amortization	5,004			8,321
Deferred compensation	-			550
Provision for losses on accounts receivable	964			1,050
Loss on disposal of property and equipment	8			34
Deferred compensation	2,000			—
Gain on disposal of property and equipment	(4		)	(1		)
Changes in operating assets and liabilities (net of purchased businesses):
Accounts receivable	~~2,565~~(580		)	(63,~~004~~247		)
Inventories	1(2,~~696~~149		)	~~1,366~~(603		)
Prepaid expenses and other assets	(43,~~596~~770		)	(62,~~175~~680		)
Accounts payable	6,~~588~~082			39,~~506~~396
Accrued and other liabilities	(~~425~~1,707		)	~~976~~(4,031		)
Deferred revenues	45,~~205~~352			~~7,116~~991
Net cash provided by operating activities	2719,~~239~~057			1817,~~880~~363
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(32,~~191~~551		)	(82,~~063~~248		)
Proceeds from sale of property and equipment	34			49—
Net changes in intangible assets	(~~877~~104		)	(6572		)
Loans receivable	(1,~~685~~189		)	(1,~~657~~131		)
Acquisitions, net of cash received	-			(2,215		)
Net cash used in investing activities	(3,840		)	(3,951		)
Net cash used in investing activities	(5,750		)	(11,892		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	-			(5,750		)
Borrowings on long-term debt	61,560			45,270
Borrowings on long-term debt	57,160			77,321
Principal payments of long-term debt	(78,475		)	(55,653		)
Principal payments of long-term debt	(79,427		)	(79,150		)
Net cash used in financing activities	(16,915		)	(10,383		)
Net cash used in financing activities	(22,267		)	(7,579		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,698		)	3,029
NET DECREASE IN CASH AND CASH EQUIVALENTS	(778		)	(591		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	3,180			3,456
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	3,456			4,211
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,482		$	6,485
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,678		$	3,620
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	17,533		$	19,477
Income taxes	5,129			3,163

See notes to consolidated financial statements.

~~AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES~~4

~~Notes~~AFFINITY GROUP toHOLDING, ~~Consolidated~~INC. ~~Financial~~AND ~~Statements~~SUBSIDIARIES

~~(Unaudited)~~Notes to Consolidated Financial Statements

(1Unaudited) ~~BASIS OF PRESENTATION~~

~~The financial statements included herein include the accounts of Affinity Group Holding, Inc.~~ (~~“AGHI”~~1), ~~its~~BASIS ~~wholly-owned~~OF subsidiary, Affinity Group, Inc. (“AGI”), and AGI’s subsidiaries (collectively the “Company”) without audit, in accordance with accounting principles generally accepted in the United States, and pursuant to the rules and regulations of the Securities and Exchange Commission. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company’s 10-K report for the year ended December 31, 2000 as filed with the Securities and Exchange Commission. In the opinion of management of the Company, these consolidated financial statements contain all adjustments of a normal recurring nature necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.PRESENTATION

The financial statements included herein include the accounts of Affinity Group Holding, Inc. (2“AGHI”), its ~~RECENT~~wholly-owned ~~ACCOUNTING~~subsidiary, ~~PRONOUNCEMENTS~~Affinity Group, Inc. (“AGI”), and AGI’s subsidiaries (collectively the “Company”) without audit, in accordance with accounting principles generally accepted in the United States, and pursuant to the rules and regulations of the Securities and Exchange Commission. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company’s 10-K report for the year ended December 31, 2001 as filed with the Securities and Exchange Commission. In the opinion of management of the Company, these consolidated financial statements contain all adjustments of a normal recurring nature necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.

~~Shipping~~(2) ~~and~~RECENT ~~Handling~~ACCOUNTING Fees and Costs - For the interim quarters of 2000, net mail order shipping fees charged to customers were reported in selling, general and administrative expenses. To conform with the Emerging Issues Task Force, Issue 2000-10 “Accounting for Shipping and Handling Fees and Costs,” revenues, costs applicable to revenues and selling, general and administrative expenses have been reclassified for these periods. The effect of such reclassification for the three months ended September 30, 2000 was an increase in revenues, costs applicable to revenues, and selling, general and administrative expenses of $1,627,000, $1,456,000 and $171,000, respectively. The effect of such reclassification for the nine months ended September 30, 2000 was an increase in revenues, costs applicable to revenues, and selling, general and administrative expenses of $4,365,000, $3,949,000 and $416,000, respectively.PRONOUNCEMENTS

AccountingBusiness forCombinations Derivative Instruments and HedgingGoodwill Activities -— Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 133141, whichBusiness establishes accounting and reporting standards for derivative instrumentsCombinations, including certain derivative instruments embedded in other contracts and for hedging activitiesNo. All derivatives142, whetherGoodwill designatedand in hedgingOther relationshipsIntangible orAssets not,were areadopted requiredby to be recorded on the balanceCompany sheet ateffective fairJanuary value1, 2002. If theThe derivativestatements, isamong designated asother a fair value hedgethings, therequire changes in the fairuse value of thepurchase derivativeaccounting andfor of thebusiness hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedgecombinations, thediscontinues effectiveamortization portions of changesGoodwill, in the fair value of the derivative are recorded in other comprehensive income (“OCI”) and are recognizedrequires inan theannual incomeassessment statementof whengoodwill thefor hedged item affects earningsimpairment. Ineffective portionsDiscontinuance of changes ingoodwill theamortization faircommenced valueJanuary of1, cash2002. flowSee hedgesNote are recognized in earnings5.

~~The~~Accounting ~~adoption~~for ofAsset Retirement Obligations — SFAS ~~133~~No. on143 ~~January~~was 1,issued in June 2001,. SFAS ~~resulted~~No. in143 establishes accounting standards for recognition and measurement of a ~~cumulative~~liability for an ~~pre-tax~~asset ~~reduction~~retirement toobligation ~~OCI~~and ofthe ~~$127,000~~associated ~~($76,000~~asset ~~after-tax)~~retirement cost. ~~The~~This ~~Company~~statement ~~uses~~is ~~derivative~~effective ~~instruments~~for tofinancial ~~manage~~statements ~~exposures~~issued tofor ~~interest~~fiscal ~~rate~~years ~~risks~~beginning after June 15, 2002. The Company's ~~objectives~~plans ~~for~~to ~~holding~~adopt ~~derivatives~~this ~~are~~standard toon January ~~minimize~~1, 2003. As the Company ~~risks~~currently ~~using~~does ~~the~~not ~~most~~have ~~effective~~any ~~methods~~legal toobligations ~~eliminate~~associated orwith ~~reduce~~the retirement of long-lived assets within the ~~impacts~~scope of SFAS No. 143, the potential future impact ~~these~~of ~~exposures~~this statement is not expected to be significant.

~~Business Combinations~~Accounting ~~and~~for ~~Goodwill~~the -Impairment ~~SFAS~~or ~~No.~~Disposal ~~141,~~of ~~Business Combinations, and No. 142, Goodwill and Other~~Long-Lived ~~Intangible~~ Assets~~, were recently issued.~~ — ~~The~~SFAS ~~Company~~No. ~~plans~~144 towas ~~adopt~~issued ~~the~~in ~~standards~~August ~~effective January 1, 2002~~2001. ~~The statements, among other things, require~~ ~~the~~This ~~use~~statement ofaddresses ~~purchase~~financial accounting ~~for~~and ~~business~~reporting ~~combinations, discontinues~~of ~~amortization~~long-lived ofassets ~~Goodwill,~~ and ~~requires an annual assessment of goodwill~~ for ~~impairment. Other~~ ~~than~~long-lived ~~the discontinuance~~assets ~~of goodwill amortization, the most significant unknown effect of these standards is~~ to ~~determine if an impairment charge will~~ be ~~required~~disposed ~~upon adoption~~of. ~~This~~The ~~determination~~provisions ~~will be made during the first quarter~~ of ~~2002.~~this

Accounting for Asset Retirement Obligations - SFAS No. 143 was issued in June 2001. SFAS No. 143 establishes accounting standards for recognition and measurement of a liability for an asset retirement obligation and the associated asset retirement cost. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company plans to adopt this standard on January 1, 2003. As the Company currently does not have any legal obligations associated with the retirement of long-lived assets within the scope of SFAS No. 143, the potential future impact statement is not known.5

~~Accounting for the Impairment or Disposal of Long-Lived Assets - SFAS No. 144 was issued in August 2001. This~~ statement ~~addresses~~are ~~financial accounting~~effective ~~and reporting of long-lived assets and~~ for ~~long-lived assets to be disposed of. The provisions of this statement are effective for~~ financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. ~~The~~SFAS ~~Company~~No. ~~will~~144 ~~adopt~~was inadopted ~~this statement~~ on January 1, 2002. The ~~Company~~adoption isof SFAS No. 144 had no ~~currently~~significant ~~evaluating~~impact on the ~~impact~~Company’s offinancial ~~SFAS No~~statement.~~144.~~

(3) DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

The Company’s three principal lines of business are Membership Services, Publications, and Retail. The Membership Services segment operates the Good Sam Club, Coast to Coast Club, and Camping World’s President’s Club for RV owners, campers and outdoor vacationers, and the Golf Card Club for golf enthusiasts. These membership clubs form a receptive audience to which the Company markets its products and services. The Publications segment publishes a variety of publications for selected markets in the recreation and leisure industry, including general circulation periodicals, club magazines, directories and RV industry trade magazines. The Retail segment sells specialty retail merchandise and services for RV enthusiasts primarily through retail supercenters, mail order catalogs, and websites. The Company evaluates performance based on profit or loss from operations before interest, income taxes, depreciation and amortization.

The reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology, management expertise and marketing strategies. Most of the businesses were acquired as a unit, and the management at the time of acquisition was retained.

The Company does not allocate depreciation, amortization, interest, income taxes or unusual items to segments. Financial information by reportable business segment is summarized as follows (in thousands):

Membership Services

Publications

Retail

~~Consolidation~~Consolidated

QUARTER ENDED SEPTEMBER 30, 2001

QUARTER ENDED JUNE 30, 2002

Revenues from external customers

2933,~~902~~815

1213,~~118~~110

6174,~~582~~827

~~103~~121,~~602~~752

Segment operating profit

810,~~642~~825

3,~~278~~599

56,~~272~~151

1720,~~192~~575

QUARTER ENDED SEPTEMBER 30, 2000

QUARTER ENDED JUNE 30, 2001

Revenues from external customers

3231,~~517~~351

12,~~625~~654

6067,~~871~~171

~~106~~111,~~013~~176

Segment operating profit

89,~~570~~622

32,~~718~~847

56,~~765~~600

1819,~~053~~069

	Membership Services		Publications		Retail		Consolidation
NINE MONTHS ENDED SEPTEMBER 30, 2001
Revenues from external customers	$	91,027	$	39,541	$	177,209	$	307,777
Segment operating profit	29,544		9,417		12,637		51,598
NINE MONTHS ENDED SEPTEMBER 30, 2000
Revenues from external customers	$	92,258	$	40,992	$	174,494	$	307,744
Segment operating profit	26,359		10,862		15,821		53,042

The following is a summary of the reportable segment reconciliations to the Company’s consolidated financial statements for the three and nine months ended September 30, 2001 and 2000 (in thousands):

	Membership Services		Publications		Retail		Consolidated
SIX MONTHS ENDED JUNE 30, 2002
Revenues from external customers	$	62,637	$	27,866	$	128,109	$	218,612
Segment operating profit	21,000		7,006		8,664		36,670

SIX MONTHS ENDED JUNE 30, 2001
Revenues from external customers	$	61,125	$	27,423	$	115,627	$	204,175
Segment operating profit	20,902		6,139		7,365		34,406

	THREE MONTHS ENDED						NINE MONTHS ENDED
	9/30/01			9/30/00			9/30/01			9/30/00
Income From Operations Before Depreciation and Amortization
Total profit for reportable segments	$	17,192		$	18,053		$	51,598		$	53,042
Unallocated G & A expense	(4,318		)	(4,986		)	(13,167		)	(14,289		)
Income from operations before depreciation and amortization	$	12,874		$	13,067		$	38,431		$	38,753

The following is a summary of the reportable segment reconciliations to the Company’s consolidated financial statements for the three and six months ended June 30, 2002 and 2001 (in thousands):

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

	THREE MONTHS ENDED						SIX MONTHS ENDED
	6/30/02			6/30/01			6/30/02			6/30/01
Income From Operations Before Depreciation and Amortization
Total profit for reportable segments	$	20,575		$	19,069		$	36,670		$	34,406
Unallocated G & A expense	(6,399		)	(4,633		)	(11,158		)	(8,849		)
Income from operations before depreciation and amortization	$	14,176		$	14,436		$	25,512		$	25,557

~~MANAGEMENT'S~~(4) STATEMENTS ~~DISCUSSION AND ANALYSIS~~ OF ~~FINANCIAL~~CASH FLOWS

~~CONDITION~~Supplemental disclosures ~~AND~~of ~~RESULTS~~cash OFflow ~~OPERATIONS~~information the six months ended June 30 (in thousands):

ITEM 2:

	2002		2001
Cash paid during the period for:
Interest	$	10,252	$	14,677
Income taxes	3,415		3,121

~~The~~Non-cash activities ~~following~~— ~~table~~On isJune ~~derived~~27, ~~from~~2002, Affinity Group Thrift Holding Corp., an “unrestricted” or non-guarantying subsidiary of the Company's ~~Consolidated~~under ~~Statements~~the terms of ofthe ~~Operations~~Company’s ~~and~~Senior ~~expresses~~Notes, paid a $10,000,000 non-cash dividend through the Company ~~results~~to ~~from~~its ~~operations~~parent, AGI Holding Corp. asThis adividend ~~percentage~~was comprised of ~~revenues~~the net ABH capital note and ~~reflects~~a participation of the AGRP capital note having a net ~~increase~~book ~~(decrease)~~value ~~betwen~~of $7,123,000 ~~periods:~~and $2,874,000, respectively. In accordance with the terms of the Indenture, the Board of Directors approved the fair market value of the notes.

	THREE MONTHS ENDED
	9/30/01		9/30/00		Inc/(Dec)
REVENUES:
Membership services	28.9	%	30.7	%	(8.0	)%
Publications	11.7	%	11.9	%	(4.0	)%
Retail	59.4	%	57.4	%	1.2	%
	100.0	%	100.0	%	(2.3	)%
COSTS APPLICABLE TO REVENUES:
Membership services	18.3	%	20.2	%	(11.2	)%
Publications	8.2	%	8.0	%	(0.3	)%
Retail	40.8	%	38.6	%	3.3	%
	67.3	%	66.8	%	(1.5	)%
GROSS PROFIT	32.7	%	33.2	%	(3.9	)%
OPERATING EXPENSES:
Selling, general and administrative	20.2	%	20.8	%	(5.3	)%
Depreciation and amortization	4.0	%	4.0	%	(2.1	)%
	24.2	%	24.8	%	(4.8	)%
INCOME FROM OPERATIONS	8.5	%	8.4	%	(1.2	)%
NON-OPERATING ITEMS:
Interest expense, net	(6.0	)%	(6.7	)%	(12.9	)%
Other non-operating income, net	0.1	%	0.1	%	1.6	%
	(5.9	)%	(6.6	)%	(13.0	)%
INCOME BEFORE INCOME TAXES	2.6	%	1.8	%	41.2	%
INCOME TAX EXPENSE	(1.3	)%	(1.3	)%	(0.3	)%
NET INCOME	1.3	%	0.5	%	148.6	%

~~AFFINITY~~(5) GOODWILL ~~GROUP HOLDING, INC.~~ AND ~~SUBSIDIARIES~~INTANGIBLE ASSETS

~~MANAGEMENT'S~~As ~~DISCUSSION~~discussed ~~AND~~in ~~ANALYSIS~~Note OF2, in ~~FINANCIAL~~January 2002, Affinity Group Holding, Inc. adopted SFAS No. 142, which requires companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life. Instead, SFAS No. 142 requires that goodwill and intangible assets deemed to have an indefinite useful life be reviewed for impairment upon adoption of SFAS No. 142 (January 1, 2002) and annually thereafter. The Company will perform its annual impairment review during the fourth quarter of each year, commencing in the fourth quarter of 2002.

~~CONDITION~~Under ~~AND~~SFAS ~~RESULTS~~No. OF142, goodwill ~~OPERATIONS~~impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The Company’s reporting units are generally consistent with the operating segments underlying the segments identified in Note 3- Segment Information. This methodology differs from Affinity Group Holding, Inc.’s previous policy, as permitted under accounting standards existing at that time, of using undiscounted cash flows on an enterprise-wide basis to determine if goodwill is recoverable.

~~The~~In ~~following~~accordance with the ~~table~~transition isprovisions ~~derived~~of ~~from~~SFAS No. 142, Goodwill and Other Intangible Assets, Affinity Group Holding, Inc. recorded a one-time, non-cash charge of approximately $1.7 million to reduce the ~~Company's~~carrying ~~Consolidated~~value ~~Statements~~of its goodwill. The SFAS No. 142 goodwill impairment is associated solely with goodwill of ~~Operations~~our Golf Card Club, which is included in our Membership Services segment. Such charge is non-operational in nature and is reflected as a cumulative effect of ~~expresses~~an accounting change in the ~~results~~accompanying ~~from~~consolidated statement of operations. In ascalculating athe impairment ~~percentage~~charge, the fair value of ~~revenues~~the ~~and~~impaired ~~reflects~~reporting units underlying the ~~net~~segments ~~increase~~were ~~(decrease)~~estimated ~~between~~using ~~periods:~~either a discounted cash flow methodology or recent comparable transactions.

	NINE MONTHS ENDED
	9/30/2001		9/30/2000		Inc/(Dec)
REVENUES:
Membership services	29.6	%	30.0	%	(1.3	)%
Publications	12.8	%	13.3	%	(3.5	)%
Retail	57.6	%	56.7	%	1.6	%
	100.0	%	100.0	%	---
COSTS APPLICABLE TO REVENUES:
Membership services	17.9	%	19.4	%	(7.7	)%
Publications	9.4	%	9.2	%	1.7	%
Retail	39.0	%	37.8	%	3.5	%
	66.3	%	66.4	%	(0.1	)%
GROSS PROFIT	33.7	%	33.6	%	0.1	%
OPERATING EXPENSES:
Selling, general and administrative	21.2	%	21.0	%	0.7	%
Depreciation and amortization	4.0	%	4.1	%	(2.2	)%
	25.2	%	25.1	%	0.2	%
INCOME FROM OPERATIONS	8.5	%	8.5	%	(0.2	)%
NON-OPERATING ITEMS:
Interest expense, net	(6.3	)%	(6.9	)%	(9.1	)%
Other non-operating income, net	0.1	%	0.1	%	(12.1	)%
	(6.2	)%	(6.8	)%	(9.1	)%
INCOME BEFORE INCOME TAXES	2.3	%	1.7	%	35.4	%
INCOME TAX EXPENSE	(1.2	)%	(1.0	)%	20.8	%
NET INCOME	1.1	%	0.7	%	56.0	%

The 2001 results on a historical basis do not reflect the provisions of SFAS No. 142. Had Affinity Group Holding, Inc. adopted SFAS No. 142 on January 1, 2001, the historical net income would have been changed to the adjusted amounts indicated below:

RESULTS OF OPERATIONS

	Three Months Ended 6/30/2001		Six Months Ended 6/30/2001
Net Income — As reported	$	1,771	$	2,035
Add back: Goodwill amortization	1,194		2,387
Adjusted Net Income	$	2,965	$	4,422

~~Three Months Ended September 30, 2001~~8

~~Compared~~As ~~With~~of ~~Three~~June ~~Months~~30, ~~Ended~~2002, the ~~September~~Company’s ~~30,~~intangible ~~2000~~assets and related accumulated amortization consisted of the following (in thousands):

Revenues

	Gross		Accumulated Amortization			Net
Goodwill	$	185,830	$	(45,319	)	$	140,511
Membership and Customer Lists	4,048		(1,703		)	2,345
Resort and Golf Course Participation Agreements	13,552		(8,606		)	4,946
Non Compete and deferred consulting agreements	27,805		(8,945		)	18,860
Deferred financing and organization costs	11,816		(5,419		)	6,397
	$	243,051	$	(69,992	)	$	173,059

~~Revenues~~All ofintangible ~~$103.6~~assets ~~million~~have ~~for~~a ~~the~~determinable ~~third~~useful ~~quarter~~life ofand ~~2001~~are ~~decreased~~being byamortized ~~approximately~~except ~~$2.4~~for ~~million, or 2~~Goodwill.~~3%, from the comparable period in 2000.~~

~~Membership services~~A ~~revenues~~summary of ~~$29.9~~changes ~~million~~in ~~for~~ the ~~third~~Company’s ~~quarter~~goodwill ofduring ~~2001 decreased by approximately $2.6 million, or 8.0%, from~~ the ~~comparable period in 2000. This revenue decrease was largely attributable to a $2.2 million reduction in member events revenue due to the timing of the second annual Great North American RV Rally~~quarter, ~~which~~and ~~occurred in~~total ~~March~~assets ~~2001~~at ~~versus~~June ~~July 2000~~30, ~~a $1.0 million decrease in membership services revenue relating primarily to reduced enrollment in the Coast to Coast Club~~2002, ~~partially~~ ~~offset~~ by abusiness ~~$0.6~~segment ~~million~~is ~~increase~~as follows (in ~~marketing fee income from the sale of RV financing products.~~thousands):

Publication revenue of $12.1 million for the third quarter of 2001 decreased by $0.5 million, or 4.0%, from the comparable period in 2000 largely due to reduced advertising revenue for the RV-related publications, and lower sales of the custom atlas and books in 2001, partially offset by an increase in revenue due to the extra issues of all-terrain vehicle titles published.

	Membership Services			Publications		Retail		Consolidated
Balance as of January 1, 2002	$	55,007		$	47,318	$	39,928	$	142,253
Impairments	(1,742		)	—		—		(1,742		)
Balance as of June 30, 2002	$	53,265		$	47,318	$	39,928	$	140,511

~~Retail revenue of $61.~~ (6 ~~million~~) ~~increased~~CONTINGENCIES- ~~$0.7~~RECENT million, or 1.2%, over the third quarter of 2000. This variance consisted of increased revenues of $0.4 million related to the sales of recreational vehicles, and a $0.3 million increase in Camping World merchandise sales. The increase in merchandise sales resulted from a same store sales increase of 0.9%, or an aggregate $0.3 million increase in store merchandise sales and a $0.2 million increase in installation fees and other supplies and services revenue, partially offset by a $0.2 million reduction in mail order sales.EVENTS

~~Costs~~The Insurance ~~Applicable~~Commissioner of the state of California, by order dated April 23, 2002, directed GSS Enterprises, Inc. (“GSS”), one of the Company’s subsidiaries, to ~~Revenues~~cease and desist from engaging in certain insurance and motor club services without requisite licensing, advising such subsidiary that the Commissioner may impose certain fines if GSS fails to be licensed. The order provides GSS the right to a hearing on the matter. The order issued by the Insurance Commissioner of the state of California applies only to operations of GSS within the state of California. If sustained, the order could materially limit certain activities of GSS within the state of California. GSS operates in all 50 states, a majority of which have regulations comparable to those of the state of California. To the Company’s knowledge, there is no similar pending investigation by any other state. The Company believes that the operations of GSS are in compliance with the laws of the state of California and intends to vigorously defend the action.

~~Costs applicable to revenues totaled $69.7 million for the third quarter of 2001, a decrease of $1.1 million, or 1.5%, from the comparable period in 2000.~~9

~~Membership services~~AFFINITY ~~costs and expenses decreased by approximately $2.4 million, or 11.2%,~~GROUP ~~to $19.0 million in the third quarter of 2001 compared to the same period in 2000. This decrease was due to a $1.7 million decrease in membership services expenses~~HOLDING, ~~primarily associated with $0~~INC.~~7 million~~ ofAND prior period legal defense costs inconjunction with the Travel America, Inc., et al lawsuit dismissed in October of 2000 and $1.0 million of reduced marketing and program costs in the Coast to Coast Club, a $1.6 million decrease in costs attributable to the Great North American RV Rally, partially offset by a $0.6 million expense increase associated with the start-up of the Company’s television program, RVtoday and a $0.3 million increase in other program costs.SUBSIDIARIES

~~Publication~~MANAGEMENT’S ~~costs~~DISCUSSION ~~and~~AND ~~expenses~~ANALYSIS ofOF $8.5 million for the third quarter of 2001 remained unchanged overall compared to the third quarter of 2000. Increased costs associated with the additional issues of the all-terrain vehicle titles were offset by decreases in costs for books and regional publications.FINANCIAL

~~Retail costs~~CONDITION ~~applicable to revenues increased $1.4 million, or 3.3%, to $42.3 million~~AND ~~due~~RESULTS toOF a $0.5 million increase in costs associated with sales of recreational vehicles and a $0.9 million increase in retail costs which was primarily attributable to a 0.6% increase in merchandise sales. The retail gross profit margin decreased to 31.3% for the third quarter in 2001 from 32.8% for the same period in 2000 primarily due to the lower margins realized on the sale of RV vehicles.OPERATIONS

~~Operating~~ITEM ~~Expenses~~2:

~~Selling, general~~The ~~and~~following ~~administrative expenses of $21.0 million for the third quarter of~~table ~~2001~~is ~~decreased~~derived ~~$1.2~~from ~~million compared to~~ the ~~third~~Company’s ~~quarter~~Consolidated ofStatements ~~2000 primarily due to a $0.6 million decrease in retail labor and selling expenses, an $0.8 million reduction in executive compensation, partially offset by $0.2 million~~ of ~~increased~~Operations ~~real property expenses. Depreciation~~ and ~~amortization expenses of $4.1 million were relatively unchanged from the prior year.~~

~~Income~~expresses the results from ~~Operations~~operations as a percentage of revenues and reflects the net increase

~~Income from operations for the third quarter of 2001 decreased by $0.1 million, or 1.2%, to $8.8 million compared to $8.9 million for the third quarter of 2000. This~~ (decrease) ~~was due to reduced gross~~between profit from the retail, publications, and membership services segments of $0.7 million, $0.5 million, and $0.2 million, respectively, predominately offset by decreased operating expenses of $1.3 million.periods:

Non-Operating Items

	THREE MONTHS ENDED
	6/30/2002		6/30/2001		Inc/(Dec)
REVENUES:
Membership services	27.8	%	28.2	%	7.9	%
Publications	10.8	%	11.4	%	3.6	%
Retail	61.4	%	60.4	%	11.4	%
	100.0	%	100.0	%	9.5	%
COSTS APPLICABLE TO REVENUES:
Membership services	16.9	%	17.8	%	4.3	%
Publications	7.5	%	8.5	%	(2.9	)%
Retail	41.3	%	40.5	%	11.5	%
	65.7	%	66.8	%	7.7	%
GROSS PROFIT	34.3	%	33.2	%	13.1	%
OPERATING EXPENSES:
Selling, general and administrative	21.9	%	20.2	%	18.3	%
Restructuring charge	0.8	%	—		—
Depreciation and amortization	2.0	%	3.8	%	(41.1	)%
	24.7	%	24.0	%	12.6	%
INCOME FROM OPERATIONS	9.6	%	9.2	%	14.3	%
NON-OPERATING ITEMS:
Interest expense, net	(3.4	)%	(5.8	)%	(35.9	)%
Other non-operating income, net	0.1	%	—		50.0	%
	(3.3	)%	(5.8	)%	(36.6	)%
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE	6.3	%	3.4	%	100.7	%
INCOME TAX EXPENSE	(2.1	)%	(1.8	)%	26.6	%
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE	4.2	%	1.6	%	185.3	%
CUMULATIVE EFFECT OF ACCOUNTING CHANGE	—		—		—
NET INCOME	4.2	%	1.6	%	185.3	%

Non-operating expenses were $6.0 million for the third quarter of 2001, compared to $6.9 million for the same period in 2000 primarily due to reduced interest expense as a result of lower interest rates applied to a lower outstanding debt balance.10

~~Income~~AFFINITY ~~Before~~GROUP HOLDING, ~~Income~~INC. ~~Taxes~~AND SUBSIDIARIES

~~Income~~MANAGEMENT’S ~~before~~DISCUSSION ~~income~~AND ~~taxes~~ANALYSIS inOF the third quarter of 2001 was $2.7 million compared to $1.9 million for the third quarter of 2000. This $0.8 million increase from the prior period was principally due to the $0.1 million decrease in income from operations, combined with lower interest expense, as noted above.FINANCIAL

~~Income~~CONDITION ~~Tax~~AND RESULTS ~~Expense~~OF OPERATIONS

The ~~Company~~following ~~recognized~~table ~~approximately~~is ~~$1.4~~derived ~~million~~from ofthe ~~tax~~Company’s ~~expense~~Consolidated ~~for~~Statements of Operations and expresses the ~~third~~results ~~quarter~~from operations as a percentage of ~~2001~~revenues and reflects ~~2000.~~the net increase (decrease) between periods:

Net Income

	SIX MONTHS ENDED
	6/30/2002		6/30/2001		Inc/(Dec)
REVENUES:
Membership services	28.7	%	29.9	%	2.5	%
Publications	12.7	%	13.4	%	1.6	%
Retail	58.6	%	56.7	%	10.8	%
	100.0	%	100.0	%	7.1	%
COSTS APPLICABLE TO REVENUES:
Membership services	17.0	%	17.7	%	2.5	%
Publications	9.2	%	10.0	%	(1.8	)
Retail	39.0	%	38.1	%	9.8	%
	65.2	%	65.8	%	6.1	%
GROSS PROFIT	34.8	%	34.2	%	9.0	%
OPERATING EXPENSES:
Selling, general and administrative	22.7	%	21.7	%	12.2	%
Restructuring charge	0.4	%	—		—
Depreciation and amortization	2.3	%	4.1	%	(39.9	)%
	25.4	%	25.8	%	5.7	%
INCOME FROM OPERATIONS	9.4	%	8.4	%	19.0	%
NON-OPERATING ITEMS:
Interest expense, net	(3.9	)%	(6.4	)%	(34.9	)%
Other non-operating income, net	0.1	%	0.1	%	70.6	%
	(3.8	)%	(6.3	)%	(35.8	)%
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE	5.6	%	2.1	%	181.1	%
INCOME TAX EXPENSE	(2.0	)%	(1.1	%)	88.3	%
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE	3.6	%	1.0	%	286.8	%
CUMULATIVE EFFECT OF ACCOUNTING CHANGE	(0.8	)%	—		—
NET INCOME	2.8	%	1.0	%	201.2	%

~~The net income in the third quarter of 2001 was $1.3 million compared to $0.5 million for the same period in 2000.~~11

~~Nine~~RESULTS ~~Months~~OF ~~Ended September 30, 2001~~OPERATIONS

~~Compared~~Three ~~With Nine~~ Months Ended ~~September~~ June 30, ~~2000~~2002

~~Revenues~~Compared With Three Months Ended June 30, 2001

Revenues ~~of $307.8 million for the first nine months of 2001 remained unchanged from the comparable period in 2000.~~

~~Membership~~Revenues ~~services revenues~~ of $91121.0 8 million for the ~~first~~second ~~nine~~quarter ~~months~~ of ~~2001~~2002 ~~decreased~~increased by approximately $110.2 6 million, or 19.35%, from the comparable period in ~~2000~~2001. This decrease was largely attributable to a $2.5 million reduction in Coast to Coast Club membership services revenue as a result of reduced enrollment, a $1.5 million decrease in marketing fee income recognized on sales of vehicle insurance products, partially offset by a $1.4 million increase in marketing fee income from the sale of RV financing products, and a $1.4 million increase in extended vehicle warranty program revenue.

~~Publication~~Membership ~~revenue of~~services revenues of $3933.58 million for the ~~first~~second ~~nine~~quarter ~~months~~ of ~~2001~~2002 ~~decreased~~increased by approximately $12.5 million, or 3 7.59%, from the comparable period in ~~2000~~2001. This ~~largely~~revenue ~~due~~increase was largely attributable to a $21.83 million increase in ~~reduced advertising~~member events revenue indue to the timing ~~RV-related~~of ~~publications~~the ~~and~~annual ~~reduced~~Great ~~sales~~North ofAmerican ~~single copy~~RV ~~books~~Rally, ~~the~~which ~~cd-rom~~occurred ~~version~~during the first quarter of ~~the~~2001, ~~Trailer~~a ~~Life~~$0.9 ~~Campground/~~million RVincrease ~~Park~~in ~~and~~extended ~~Services~~vehicle warranty ~~Directory,~~program revenue due to an increased renewal rate on existing contracts and continued sales of the ~~2001~~one-year ~~custom~~warranty ~~atlas~~products, ~~partially~~and ~~offset by~~ a $10.3 million increase ~~increase~~in ~~from~~emergency ~~non-RV-related~~road ~~magazines,~~service ~~primarily~~revenue ~~due~~as toa ~~additional~~result ~~issues~~ of ~~the~~ ~~all-terrain~~increased ~~vehicle magazines~~enrollment.

~~Retail~~Publication revenue of ~~$177.2~~ ~~million increased~~ $213.71 million, orfor ~~1.6%, over~~ the ~~first~~second ~~nine~~quarter ~~months~~ of ~~2000. This~~ ~~variance~~2002 ~~consisted of~~ increased ~~revenues of~~ $40.65 million ~~related to the March 2000 asset acquisition of Camping World RV Sales~~, ~~Inc.~~or ~~(“CWRV”), partially offset by a $1~~3.~~9 million~~6%, ~~decrease in merchandise sales. This decrease resulted~~ from athe ~~same~~comparable ~~store~~period ~~sales~~in ~~decline~~2001 ofprimarily ~~1.9%,~~due orto anadditional ~~aggregate $2.0~~advertising ~~million~~revenue ~~decrease~~ in ~~store~~the ~~merchandise~~water ~~sales,~~titles and aone ~~mail~~additional ~~order~~issue ~~sales decline~~ of ~~$0.4~~ ~~million,~~an ~~partially~~all-terrain ~~offset by a $0.5 million increase in installation fees~~vehicles ~~and other supplies and services revenue~~title.

~~Costs~~Retail revenue ~~Applicable~~of $74.8 million increased $7.7 million, or 11.4%, over the second quarter of 2001. This variance consisted of a $7.5 million increase in Camping World merchandise sales and a $0.2 million increase in recreational vehicle sales. This increase in merchandise sales resulted from a same store sales increase of 12.8%, or an aggregate $5.2 million increase in store merchandise sales. The remaining variance was attributable to ~~Revenues~~a $1.6 million increase in mail order sales and a $0.7 million increase in installation fees and other supplies and services revenue.

Costs ~~applicable~~Applicable to ~~revenues~~ ~~totaled $204.1 million for the first nine months of 2001, a decrease of $0.1 million, or 0.1%, over the comparable period in 2000.~~Revenues

~~Membership services~~Costs ~~costs~~applicable ~~and expenses decreased by approximately $4.6 million, or 7.7%,~~to torevenues totaled $5580.10 million infor the ~~first~~second ~~nine~~quarter ~~months~~ of ~~2001 compared to $59.7 million in 2000. This decrease is primarily associated with $1.9 million of prior period legal defense costs inconjunction with the Travel America~~2002, ~~Inc.,~~an etincrease ~~al lawsuit dismissed in October~~ of ~~2000 plus~~ ~~associated insurance reimbursements of~~ $15.38 million ~~in 2001~~, ~~and~~or $17.47%, ~~million of~~from ~~reduced~~the ~~marketing~~comparable ~~and~~period ~~program costs~~ in ~~the Coast to Coast Club~~2001.

~~Publication~~Membership services costs and expenses of $2820.96 million ~~for~~increased ~~the~~$0.9 ~~first~~million ~~nine~~from ~~months~~the second quarter of 2001. This ~~increased~~increase ~~approximately~~consisted of $01.53 million, orin ~~1.7%,~~costs ~~compared~~attributable to the ~~first~~timing ~~nine months~~ of ~~2000. This~~ ~~increase~~the ~~was primarily due~~Great toNorth ~~the~~American ~~additional~~RV ~~issues~~Rally, ofand ~~the~~$0.5 ~~all-terrain~~million ~~vehicle~~in ~~magazine~~costs ~~titles,~~from ~~and~~increased ~~two~~extended ~~new~~vehicle ~~motorcycle~~warranty ~~magazine~~program ~~titles~~revenue, ~~Woman~~partially ~~Rider~~offset ~~and~~reduced ~~Thunder~~expenses ~~Press~~for ~~South~~RVtoday, ~~partially~~the ~~offset~~Company’s bytelevision ~~savings~~program, ~~realized~~and ~~with~~ the ~~implementation~~RVSEARCH ofwebsite an in~~-house prepress~~ ~~production~~the ~~process,~~amount ~~reduced paper costs, and reduced costs associated~~of ~~with~~$0.5 ~~lower~~million ~~single~~and ~~copy~~$0.4 ~~book~~million, ~~sales~~respectively.

Retail costs applicable to revenues of $120.0 million increased $4.0 million, or 3.5%, from the first nine months of 2000 due to a $4.3 million increase in cost of goods sold associated with the CWRV acquisition partially offset by a $0.3 million decrease attributable to the 1.1% decrease in merchandise sales. The retail gross profit margin decreased to 32.3% for the first nine months of 2001 from 33.5% for the same period in 2000 primarily due to the lower margins realized on the sale of RV vehicles and increased shipping costs.12

~~Operating~~Publication costs ~~Expenses~~and expenses of $9.1 million for the second quarter of 2002 decreased $0.3 million, or 2.9%, from the comparable period in 2001 due to reduced production expenses for annual publications resulting from a reduced number of units sold.

~~Selling,~~Retail ~~general~~costs ~~and~~applicable ~~administrative~~to ~~expenses~~revenues ofincreased $655.32 million, ~~for~~or ~~the first nine months of 2001 were $0~~11.5%, ~~million over the first nine months of 2000 due~~ to ~~increased retail labor expenses of~~ $050.82 million~~, increased retail real property expenses~~ ofdue ~~$0.8~~to ~~million, partially offset by~~ a $111.17% ~~million~~increase ~~reduction~~ in ~~executive compensation. Depreciation~~merchandise ~~and~~sales. ~~amortization~~The ~~expenses~~retail ofgross ~~$12.4~~profit ~~million~~margin ~~were~~of $032.39% ~~million~~for ~~less~~the ~~than~~second ~~the~~quarter ~~first~~in 2002 ~~nine~~remained ~~months~~unchanged offrom ~~2000~~the comparable period in 2001.

~~Income~~Operating ~~from Operations~~Expenses

~~Income from operations~~Selling, general and administrative expenses of $26.7 million for the ~~first~~second ~~nine~~quarter ~~months~~ of 2002 ~~2001~~increased ~~remained~~$4.1 ~~unchanged~~million ~~from~~compared to the ~~prior~~second ~~year~~quarter ~~due~~of to2001 primarily due to an ~~increased~~$0.8 ~~gross~~million ~~profit~~increase ~~from~~in ~~the~~lease ~~membership~~expense ~~services~~as ~~segment~~a result of the sale-leaseback transactions that occurred December 2001, a $31.48 million, ~~offset~~increase byin ~~reduced~~retail ~~gross~~selling ~~profit~~expenses ~~from~~and ~~the~~a ~~publications~~$1.5 ~~and~~million ~~retail~~increase ~~segments~~in ofdeferred executive compensation. Depreciation and amortization expenses of $12.95 million ~~and~~decreased $1.37 million, ~~respectively~~from the prior year due to the sale-leaseback transactions, and ~~increased~~the ~~operating~~discontinuance ~~expenses~~of goodwill amortization per SFAS No. 142 “Goodwill and Other Intangible Assets” implemented January 1, 2002. The Company incurred a one-time $1.0 million restructuring charge which is primarily attributable to a management change in the retail segment. As of June 30, 2002, approximately $0.2 million was unpaid.

~~Non-Operating~~Income ~~Items~~from Operations

~~Non-operating~~Income from operations ~~expenses~~for ~~were~~the ~~$18.9~~second ~~million~~quarter ~~for~~of ~~the~~2002 ~~first~~increased ~~nine~~$1.5 ~~months~~million, ofor ~~2001~~14.3%, ~~compared~~ to $11.7 million compared to $2010.82 million for the ~~same~~second ~~period~~quarter inof ~~2000~~2001. This ~~primarily~~increase was due to ~~reduced~~increased ~~interest~~gross ~~expense~~profit asfrom athe ~~result~~retail, membership services and publications operations of ~~reduced~~$2.5 million, ~~interest~~$1.6 ~~rates~~million ~~applied~~and to$0.7 amillion, ~~lower~~respectively, ~~outstanding~~partially offset by ~~debt~~increased ~~balance~~operating expenses of $3.3 million.

~~Income~~Non-Operating ~~Before Income Taxes~~Items

~~Income~~Non-operating ~~before~~expenses ~~income~~were ~~taxes~~$4.1 inmillion for the ~~first~~second ~~nine~~quarter ~~months~~ of ~~2001~~2002, ~~was~~compared ~~approximately~~to $76.14 million ~~compared to $5.2 million~~ for the same period in ~~2000. This~~2001 ~~$1.9~~primarily ~~million~~due ~~increase~~to ~~over~~reduced ~~the~~interest ~~prior~~expense ~~period~~as ~~was~~a ~~principally~~result ~~due~~of lower interest ~~expense~~rates asapplied ~~noted~~to ~~above~~a lower average outstanding debt balance.

Income ~~Tax~~before ~~Expense~~Income Taxes

InIncome before income taxes for the ~~first~~second ~~nine~~quarter ~~months~~ of ~~2001~~2002 was $7.6 million, or 100.7% over the ~~Company~~second ~~recognized~~quarter aof 2001. This $3.78 million ~~income~~increase ~~tax~~from ~~expense~~the ~~compared~~prior period was principally due to the $1.5 million increase in income from operations, combined with the $32.13 million decrease in ~~the~~interest ~~first~~expense, ~~nine~~as ~~months~~noted ~~of 2000~~above.

~~Net Income~~13

~~The net~~Income ~~income~~Tax ~~in the first nine months of 2001 was $3.4 million compared to $2.2 million for the same period in 2000.~~Expense

~~LIQUIDITY~~The ~~AND~~Company ~~CAPITAL~~recognized approximately ~~RESOURCES~~$2.6 million of tax expense for the second quarter of 2002 versus $2.0 million for the second quarter of 2001.

AGHINet is a holding company whose primary assets are the capital stock of AGI and Affinity Group Thrift Holding Corporation (“AGTHC”). AGI and its subsidiaries provide the operating cash flow necessary to service its debt as well as that of AGHI.Income

The ~~Company has two~~ ~~primary~~net ~~debt~~income ~~obligations. On~~in ~~April~~the ~~2, 1997,~~second ~~AGHI~~quarter ~~issued~~of a2002 ~~total~~was of $~~130~~5.~~0 million of 11.0% senior notes maturing on April~~ 1, ~~2007 (“AGHI Senior Notes”). On November 13, 1998, AGI entered into a $200.0~~ million ~~revolving~~compared credit and term loan facility ("AGI Revolving Credit and Term Loan Facility") consisting of two term loans (“Term A” and ”Term B”) aggregating $130.0 million and a revolving credit facility of $70.0 million. The interest on borrowings under the AGI Revolving Credit and Term Loan Facility is at variable rates based on the ratio of total cash flow to outstanding indebtedness (as defined). Interest rates float with prime and the London Interbank Offered Rates ("LIBOR"), plus an applicable margin ranging from 2.125% to 4.125% over the stated rates. As of September 30, 2001, the average interest rates on the term loans and revolving credit facility were 7.31% and 6.54%, respectively, and permitted borrowings under the undrawn revolving line were $271.8 ~~million.~~ ~~AGI~~million ~~also~~for ~~pays a commitment fee of 0.5% per annum on~~ the ~~unused~~same ~~amount~~period ~~of the revolving credit line. The term loans have quarterly scheduled payments of $2.65 million~~ in 2001. The revolving credit facility matures on December 31, 2004, and the Term A and Term B loans mature on December 31, 2004 and June 30, 2006, respectively. The AGI Revolving Credit and Term Loan Facility is secured by virtually all the assets and a pledge of the stock of AGI.

~~Effective~~Six ~~November~~Months ~~1, 1998,~~Ended ~~AGI~~June entered into an interest rate floor and cap transaction agreement ("AGI Interest Rate Collar") at no cost. The notional amount of the AGI Interest Rate Collar is $75.0 million with a cap rate of 6.0% and a floor rate of 5.585% over the three-month LIBOR index. The floating rate is adjusted quarterly and was 3.68% at September 30, 2001. This facility has a maturity date of November 1, 2001. The AGI Interest Rate Collar protects the Company against a rise in the LIBOR base rate over 6.0% on $75.0 million of the AGI Revolving Credit and Term Loan Facility.2002

~~The~~Compared ~~AGI~~With ~~Revolving~~Six ~~Credit and~~Months ~~Term~~Ended ~~Loan~~June ~~Facility allows for~~30, among other things, the distribution of payments by AGI to AGHI to service the semi-annual interest due on the AGHI Senior Notes and the annual amounts due under the management incentive agreements entered into in connection with the acquisition of Camping World in 1997. Such distributions are subject to AGI’s compliance with certain restrictive covenants, including, but not limited to, an interest coverage ratio, fixed charge coverage ratio, minimum operating cash flow, and limitations on capital expenditures and total indebtedness. Effective December 31, 2000, the Company amended the AGI Revolving Credit and Term Loan Facility to modify certain of its restrictive covenants, principally minimum operating cash flow, as defined, and the total leverage covenant for 2001. In addition, among other things, the Amendment provided for an interest rate increase on the revolver and term loans equal to 0.5% per annum and prohibits the distribution by its wholly-owned subsidiary, AGI, of any excess cash flow, as defined, until total leverage is less than 4.75 to 1. The Company generated $8.9 million of excess cash flow in 2000. Under the terms of the Amendment, AGI prepaid in the first quarter of 2001, on a pro-rata basis, in inverse order of maturity, the term loans equal to 100% of the excess cash flow.

The AGHI indenture pursuant to which the AGHI Senior Notes were issued contains certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sale of assets, investments, and payment of dividends, subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at September 30, 2001.Revenues

~~During~~Revenues ~~the nine months~~ of $218.6 ~~2001,~~million nofor ~~payments under~~ the ~~terms~~six months of ~~several~~2002 ~~phantom~~increased ~~stock~~by ~~agreements~~approximately ~~were made. Phantom stock payments of~~ $014.4 million, or ~~million~~7.1%, ~~are~~from ~~scheduled to be made during~~ the ~~remainder~~comparable ofperiod ~~the~~in ~~calendar year~~2001.

~~Capital~~Membership ~~expenditures for~~services ~~the~~revenues ~~first nine months~~ of ~~2001 totaled~~ $362.26 million ~~compared~~for tothe ~~capital expenditures~~first half of 2002 increased by approximately $8.1.5 million, ~~for~~or ~~the~~2.5%, ~~first~~from ~~nine~~the ~~months~~comparable ofperiod ~~2000~~in 2001. ~~Capital~~This ~~expenditures~~revenue ~~are~~increase ~~anticipated~~was tolargely ~~total~~attributable ~~approximately~~to ~~$4.8~~increased ~~million~~extended ~~for~~vehicle ~~2001,~~warranty ~~primarily~~program ~~for~~revenue andue ~~enhanced~~to ~~catalog~~an ~~management~~increased ~~system,~~renewal ~~web-site~~rate ~~enrichment,~~on existing contracts and continued ~~development~~sales of ~~club~~the ~~membership~~one-year ~~systems,~~warranty ~~and additional computer hardware and software upgrades~~products.

OnPublication ~~November~~revenue ~~1, 2001, AGI~~of ~~entered into an agreement with AGRP Holding Corp~~$27.,9 anmillion ~~affiliate~~for of the ~~Company, pursuant~~first tohalf ~~which~~of ~~certain~~2002 ~~real~~increased ~~estate~~$0.4 ~~properties~~million ~~owned~~from ~~by AGI or its~~the ~~subsidiaries~~comparable ~~will~~period bein ~~sold at fair market value to AGRP Holding Corp~~2001. ~~and leased back to AGI or its subsidiaries on long-term operating leases.~~ ItThis ~~is expected that the sale transaction~~revenue ~~will~~increase ~~yield~~was ~~net~~largely ~~proceeds~~attributable ofto ~~approximately~~a $471.51 million, ~~which~~increase ~~AGI~~in ~~would~~revenue ~~apply~~for REV, toa ~~reduce~~new ~~the~~all-terrain ~~AGI~~vehicle ~~Revolving~~title, ~~Credit~~ and ~~Term~~increased ~~Loan~~ad ~~Facility. Management~~revenue isfor ~~currently~~the ~~in negotiations with~~other ~~the~~motorcycle ~~lenders~~titles, ~~under~~partially ~~the~~offset ~~AGI~~by ~~Revolving~~$0.4 ~~Credit~~million ~~and~~of ~~Term~~reduced ~~Loan~~sales ~~Facility~~of ~~to amend~~ the ~~terms~~Trailer ofLife ~~the~~Campground ~~facility~~Directory ascd-rom aand ~~result of such repayment~~atlas, ~~including revised financial covenants,~~ and ~~anticipates~~reduced ~~that~~advertising ~~the amendment will be entered into in~~and ~~connection~~circulation ~~with~~revenue ~~consummation~~ of ~~the~~$0.3 ~~sale~~million ~~and~~for ~~lease~~Motorhome ~~back~~and ~~transactions~~Trailer ~~which~~Life ~~are expected to close in the fourth quarter~~Magazines.

~~Management~~Retail revenue ~~believes~~of ~~that~~$128.1 million increased $12.5 million, or 10.8%, over the first ~~funds~~half ~~generated~~of by2001. This ~~operations~~variance ~~together~~consisted of ~~with~~an ~~available~~$11.4 ~~borrowings~~million ~~under~~increase ~~its~~in Camping World merchandise sales and a $1.1 ~~revolving~~million ~~credit~~increase ~~line~~in ~~will~~recreational bevehicles ~~sufficient~~sales. This toincrease ~~satisfy~~in ~~the~~merchandise ~~Company’s~~sales ~~operating~~resulted from a same store ~~cash~~sales ~~needs~~increase of 12.2%, ~~debt~~or ~~obligations~~an ~~and~~aggregate ~~capital~~$8.8 ~~requirements~~million ofincrease ~~its~~in ~~existing~~store ~~operations~~merchandise ~~during~~sales. The ~~the~~remaining variance ~~next~~was ~~twelve~~attributable ~~months~~to $1.1 million increase in mail order sales, and a $1.5 million increase in installation fees and other supplies and services revenue.

~~PART II: OTHER INFORMATION~~14

Item 1 – 4		Not Applicable
Item 5:		See Exhibit 10.44 - Agreement and Escrow Instructions for Purchase of Real Estate by AGRP Holding Corp., dated November 1, 2001
Items 6.		Not Applicable

Costs Applicable to Revenues

~~SIGNATURES:~~Costs applicable to revenues totaled $142.5 million for the first half of 2002, an increase of $8.1 million, or 6.1%, from the comparable period in 2001.

~~Pursuant~~Membership services tocosts and expenses of $37.1 million increased $0.9 million from the ~~requirements~~first half of ~~the~~2001. This ~~Securities~~increase ~~Exchange~~was primarily ~~Act~~associated with $1.3 million of ~~1934,~~prior period legal defense insurance reimbursements which were recovered in the ~~Registrants~~first ~~have~~half ~~duly~~of 2001, and increased ~~caused~~expenses ~~this~~of ~~report~~$0.7 tomillion befor ~~signed~~the onextended ~~its~~vehicle ~~behalf~~warranty programs as a result of increased revenue. These increases were partially offset by ~~the~~an ~~undersigned~~$0.8 ~~thereunto~~million ~~duly~~decrease in costs for the RVSEARCH ~~authorized~~website and a $0.3 million expense reduction for member events.

	AFFINITY GROUP HOLDING, INC.
	/S/ Mark J. Boggess
Date: November 13, 2001	Mark J. Boggess Senior Vice President Chief Financial Officer

Publication costs and expenses of $20.1 million for the first half of 2002 decreased $0.4 million from the comparable period in 2001 due to a $1.1 million reduction in marketing and production costs associated with the publications, partially offset by $0.7 million from increased costs associated with the all-terrain vehicle and motorcycle titles.

Retail costs applicable to revenues increased $7.6 million, or 9.8%, to $85.3 million due to a $7.1 million increase in retail costs which was primarily attributable to a 10.5% increase in merchandise sales, and a $0.5 million increase associated with increased sales of recreational vehicles. The retail gross profit margin increased to 33.4% for the first half in 2002 from 32.8% for the same period in 2001 primarily due to a slight shift in product mix to higher margin products.

Operating Expenses

Selling, general and administrative expenses of $49.7 million for the first half of 2002 increased $5.4 million compared to the first half of 2001 primarily due to a $1.6 million increase in lease expense as a result of the sale-leaseback transactions that occurred December 2001, a $1.8 million increase in retail selling expenses, and a $2.0 million increase in deferred executive compensation. Depreciation and amortization expenses of $5.0 million decreased $3.3 million from the prior year due to the sale-leaseback transactions, and the discontinuance of goodwill amortization per SFAS No. 142 “Goodwill and Other Intangible Assets” implemented January 1, 2002. The Company incurred a one-time $1.0 million restructuring charge which is primarily attributable to a management change in the retail segment. As of June 30, 2002, approximately $0.2 million was unpaid.

Income from Operations

Income from operations for the first half of 2002 increased $3.3 million, or 19.0%, to $20.5 million compared to $17.2 million for the first half of 2001. This increase was due to increased gross profit from the retail, publications operations and membership services of $4.9 million, $0.8 million and $0.6 million, respectively, which were partially offset by operating expenses of $3.0 million.

Non-Operating Items

Non-operating expenses were $8.3 million for the first half of 2002, compared to $12.9 million for the same period in 2001 primarily due to reduced interest expense as a result of lower interest rates applied to a lower average outstanding debt balance.

Income before Income Taxes and Cumulative Accounting Change

Income before income taxes and cumulative accounting change in the first half of 2002 was $12.2 million, or 181.1% over the first half of 2001. This $7.9 million increase from the prior period was principally due to the $3.3 million increase in income from operations, combined with the $4.6 million decrease in interest expense, as noted above.

Income Tax Expense

The Company recognized approximately $4.4 million of tax expense for the first half of 2002 versus $2.3 million for the first half of 2001.

Cumulative Effect of Accounting Change

In accordance with the transition provisions of SFAS No. 142, Goodwill and Other Intangible Assets, the Company recorded a one-time non-cash charge of approximately $1.7 million to reduce the carrying value of its goodwill. This charge is non-operational in nature and is reflected as a cumulative effect of an accounting change in the accompanying Consolidated Statement of Operations.

Net Income

The net income in the first half of 2002 was $6.1 million compared to $2.0 million for the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

AGHI is a holding company whose primary assets are the capital stock of AGI and Affinity Group Thrift Holding Corporation (“AGTHC”). AGI, and its subsidiaries, provide the operating cash flow necessary to service its debt as well as that of AGHI.

The Company has historically operated with a working capital deficit. The working capital deficit as of June 30, 2002 and December 31, 2001 was $53.2 million and $55.6 million, respectively. The primary reason for the working capital deficit is the deferred revenue and gains reported under current liabilities in the amount of $60.2 million and $54.9 million at June 30, 2002 and December 31, 2001, respectively. Deferred revenue is primarily comprised of cash collected for club memberships in advance, which is deferred over the life of the memberships. The Company uses this advance membership cash to lower its revolver borrowings. The Company generated $19.1 million and $17.4 million in

net cash from operations for the first half of 2002 and 2001, respectively. Management believes that net cash generated by operations together with available borrowings under its revolving credit line will be sufficient to meet all of its debt service requirements and capital requirements over the next twelve months.

The Company has two primary debt obligations. On April 2, 1997, AGHI issued a total of $130.0 million of 11.0% senior notes maturing on April 1, 2007 (“AGHI Senior Notes”). On November 13, 1998, AGI entered into a $200.0 million revolving credit and term loan facility (“AGI Credit Facility”) consisting of two term loans (“Term A” and “Term B”) aggregating $130.0 million and a revolving credit facility of $70.0 million. The revolving credit facility was amended to $74.5 million on December 5, 2001. The interest on borrowings under the AGI Credit Facility is at variable rates based on the ratio of total cash flow to outstanding indebtedness (as defined). Interest rates float with prime and the London Interbank Offered Rates (“LIBOR”), plus an applicable margin ranging from 2.25% to 4.125% over the stated rates. As of June 30, 2002, the average interest rates on the term loans and revolving credit facility were 5.72% and 5.17%, respectively, and permitted borrowings under the undrawn revolving line were $27.8 million. AGI also pays a commitment fee of 0.5% per annum on the unused amount of the revolving credit line. As of June 30, 2002, $13.8 million and $23.2 million were outstanding under the Term A and B loans, respectively. Re-borrowings under the Term Loans are not permitted. The term loans have aggregate quarterly scheduled payments of $1.46 million in 2002. The revolving credit facility matures on December 31, 2004, and the Term A and Term B loans mature on June 30, 2004 and June 30, 2005, respectively. The funds available under the AGI Revolving Credit line may be utilized for borrowings or letters of credit; however, a maximum of $5.0 million may be allocated to such letters of credit. As of June 30, 2002, the Company had letters of credit in the amount of $2.6 million outstanding. The AGI Credit Facility is secured by virtually all the assets and a pledge of the stock of AGI.

On December 5, 2001, the Company sold eleven real estate properties to eleven separate wholly-owned subsidiaries of AGRP Holding Corp., a wholly-owned subsidiary of the Company’s parent, AGI Holding Corp. for $52.3 million in cash and a note receivable. The properties have been leased back to the Company or its subsidiaries on a triple net basis. The cash proceeds of $47.5 million were used to payoff $2.1 million of existing mortgage financing and the balance, $45.4 million, paid down the AGI Credit Facility Term A and B loans by $19.4 million and $26.0 million, respectively. The balance of the purchase price, $4.8 million, is represented by a note receivable yielding 11% per annum, with monthly payments of $46,000 and a ten-year balloon.

Concurrent with the above real estate transaction, the Company amended the AGI Credit Facility to allow for the release of the above real estate, increase the revolving credit commitment from $70.0 million to $74.5 million, adjust the amortization of the Term A loans, amend the pricing schedule and re-set certain financial covenants.

The AGI Credit Facility allows for, among other things, the distribution of payments by AGI to AGHI to service the semi-annual interest due on the AGHI Senior Notes and the annual

amounts due under the Camping World Management Incentive Agreements. Such distributions are subject to AGI’s compliance with certain restrictive covenants, including, but not limited to, an interest coverage ratio, fixed charge coverage ratio, minimum operating cash flow and limitations on capital expenditures and total indebtedness. In addition, the AGI Credit Facility prohibits the distribution by its wholly-owned subsidiary, AGI, of any excess cash flow, as defined, until total leverage is less than 4.75 to 1.

In connection with the December 2001 sale-leaseback transactions, Affinity Group Thrift Holding Corporation (“AGTHC”), a wholly-owned subsidiary of the Company and an “unrestricted” subsidiary under the terms of the indenture governing the AGHI Senior Notes, sold a $15.0 million participation in the Affinity Bank Holdings, Inc. Capital Note held by AGTHC to an affiliate of Mr. Adams, the Company’s Chairman. AGTHC used the net proceeds of this sale to purchase a $14.5 million Capital Note of AGRP Corp. The Capital Note accrues interest at the rate of 11% per annum until maturity on December 5, 2011. Interest is payable from time to time as declared by the board of directors of AGRP Holding Corp. Interest not paid will accumulate and will be compounded annually until paid.

On June 27, 2002, AGTHC paid a $10,000,000 non-cash dividend through the Company to AGHC. This dividend was comprised of the net balance of the Affinity Bank Holdings, Inc. Capital Note and a participation in the AGRP Capital Note, which had a net book value of amount of $7,123,000 and $2,877,000, respectively. In accordance with the terms of the Indenture, the Board of Directors approved the fair market value of the notes.

The AGHI indenture pursuant to which the AGHI Senior Notes were issued contains certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sale of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at June 30, 2002.

During the first half of 2002, payments under the terms of several phantom stock agreements totaled $0.9 million. Additional phantom stock payments of $0.6 million are scheduled to be made over the remainder of the calendar year.

Capital expenditures for the first half of 2002 totaling $2.6 million increased $0.4 million from the first half of 2001. Additional capital expenditures of $2.9 million are anticipated for the balance of 2002, primarily for a Camping World supercenter point of sale equipment, continued enhancements to membership marketing databases, computer hardware upgrades and replacements, and computer software upgrades and enhancements.

PART II: OTHER INFORMATION

None

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AFFINITY GROUP HOLDING, INC.



		/s/ Mark J. Boggess
Date: August 9, 2002		Mark J. Boggess
		Senior Vice President
		Chief Financial Officer

Filing Compare · AFFINITY GROUP HOLDING INC