Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 10, 2016 | |
Entity Registrant Name | Camping World Holdings, Inc. | |
Entity Central Index Key | 1,669,779 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 18,935,916 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 62,002,729 | |
Common Class C | ||
Entity Common Stock, Shares Outstanding | 1 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2016 | Mar. 08, 2016 |
Balance Sheets | ||
Commitments and contingencies |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Mar. 08, 2016 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 100 | 100 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
Organization | |
Organization | Note 1: Organization CWGS, Inc. was formed as a Delaware corporation on March 8, 2016. On June 8, 2016, we effected a name change from CWGS, Inc. to Camping World Holdings, Inc. (“CWH”). CWH was formed for the purpose of completing an initial public offering and related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). As described in more detail in Note 4: Subsequent Events, on October 13, 2016, we completed our initial public offering (“IPO”) of 11,363,636 shares of our Class A common stock at a public offering price of $22.00 per share, receiving $233.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 11,363,636 newly-issued common units of CWGS, LLC from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock sold in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. Subsequent to the IPO and related reorganization transactions, we became a holding company and our principal asset is the common units of CWGS, LLC that we own. As the sole managing member of CWGS, LLC, we have the sole voting interest in, and operate and control all of the business and affairs of, CWGS, LLC, and through its subsidiaries, conduct our business. As a result, beginning in the fourth quarter of 2016, we will consolidate the financial results of CWGS, LLC and will report a non-controlling interest representing the CWGS, LLC interests held by the “Continuing Equity Owners,” whom we define as collectively, ML Acquisition Company, a Delaware limited liability company, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis ("ML Acquisition”), funds controlled by Crestview Partners II GP, L.P. and, collectively, our named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, and certain other current and former non-executive employees and former directors, in each case, who held profit units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and who received common units of CWGS, LLC in exchange for their profit units in connection with the Transactions (as defined herein) (collectively, the “Former Profit Unit Holders”) and each of their permitted transferees that own common units in CWGS, LLC and who may redeem at each of their options their common units for, at our election (determined solely by our independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly-issued shares of our Class A common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Account Policies Basis of Accounting — The Balance Sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because as of September 30, 2016, we had not engaged in any business or other activities except in connection with our formation. Income Taxes — We are treated as a subchapter C corporation, and therefore, are subject to both federal and state income taxes. CWGS Enterprises, LLC will continue to be recognized as a limited liability company, a pass-through entity for income tax purposes. |
Stockholder_s Equity
Stockholder’s Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholder's Equity | |
Stockholder's Equity | Note 3: Stockholder’s Equity On March 8, 2016, our board of directors authorized CWH to issue 100 shares of common stock, par value of $0.01 per share, none of which have been issued or are outstanding. In connection with our IPO, our board of directors approved an amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation”), which became effective on October 6, 2016. The Amended and Restated Certificate of Incorporation authorizes the issuance of up to 250,000,000 shares of Class A common stock, up to 75,000,000 shares of Class B common stock, one share of Class C stock, and 20,000,000 shares of preferred stock, having a par value of $0.01, $0.0001, $0.0001 and $0.0001 per share, respectively. Shares of our Class A common stock have both economic and voting rights. Shares of our Class B common stock and Class C common stock have no economic rights, but do have voting rights. Holders of shares of our Class A common stock, our Class B common stock and our Class C common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our Amended and Restated Certificate of Incorporation. Holders of Class A common stock and Class B common stock are entitled to one vote per share on all matters presented to our stockholders generally; provided that, for as long as ML Acquisition and its permitted transferees of common units (the "ML Related Parties”), directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. Additionally, the holder of our one share Class C common stock is entitled to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. We issued our one share of Class C common stock to ML RV Group, LLC, a Delaware limited liability company, wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis. Upon a Class C Change of Control (as defined in our Amended and Restated Certificate of Incorporation), our Class C common stock shall no longer have any voting rights, such share of our Class C common stock will be cancelled for no consideration and will be retired, and we will not reissue such share of Class C common stock. The Amended and Restated Certificate of Incorporation and our amended and restated bylaws provide that our board of directors may consist of up to nine directors, and that our board of directors be divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events | |
Subsequent Events | Note 4: Subsequent Events Reorganization Transactions On October 6, 2016, in connection with the completion of our IPO, we completed a series of reorganization transactions (the “Transactions”). The Transactions included the following: · the amendment and restatement of CWGS, LLC's limited liability company agreement (the “CWGS LLC Agreement”) to, among other things, appoint us as its sole managing member and convert all existing membership interests (including existing vested profit unit interests and all unvested profit unit interests, which accelerated and vested in connection with the IPO) in CWGS, LLC into one class of common units; · the amendment and restatement of our certificate of incorporation to, among other things, provide (i) for Class A common stock and Class B common stock, with each share of our Class A common stock and Class B common stock entitling its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally, and (ii) for one share of Class C common stock entitling its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally for as long as there is no Class C Change of Control (as defined in our Amended and Restated Certificate of Incorporation); · issued, for $0.0001 per share, 69,066,445 shares of Class B common stock to certain existing holders of common units of CWGS, LLC on a one-to-one basis with the number of common units of CWGS, LLC that they owned; · issued, for $0.01 per share, one share of Class C common stock to ML RV Group, LLC; · the merger of certain Original Equity Owners controlled by Crestview Partners II GP, L.P., as defined below, with and into CWH or a wholly owned subsidiary of CWH, for which CWH issued 7,063,716 shares of Class A common stock as consideration for the 7,063,716 common units held by such entities and canceled a corresponding number of Class B common stock; and · we entered into (i) a voting agreement with ML Acquisition, ML RV Group, CVRV Acquisition LLC and CVRV Acquisition II LLC, (ii) a registration rights agreement with the direct and certain indirect owners of interests in CWGS, LLC, collectively, prior to the Transactions, which includes ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders (collectively, the “Original Equity Owners”) and (iii) a tax receivable agreement (the ‘‘Tax Receivable Agreement’’) with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. The Transactions were effected on October 6, 2016, prior to the time our Class A common stock was registered under the Securities Exchange Act of 1934, as amended, and prior to the completion of our IPO. CWGS, LLC Recapitalization As noted above, the CWGS LLC Agreement, among other things, appointed us as CWGS, LLC’s sole managing member and reclassified all outstanding membership interests in CWGS, LLC as non-voting common units. Although we have a minority economic interest in CWGS, LLC, as the sole managing member, we have the sole voting power in, and control the management of, CWGS, LLC. As a result, beginning in the fourth quarter of 2016, we will consolidate CWGS, LLC's financial results and report a non-controlling interest related to the portion of CWGS, LLC not owned by us. The Amended and Restated Certificate of Incorporation discussed in Note 3 and the CWGS LLC Agreement noted above requires CWGS, LLC and us to, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of common units owned by us and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of common units owned by the Continuing Equity Owners (other than the Former Profit Unit Holders). We may issue shares of Class B common stock only to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of shares of Class B common stock issued to the Continuing Equity Owners (other than the Former Profit Unit Holders). Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Continuing Equity Owners (other than the Former Profit Unit Holders) will be permitted transferees of Class B common stock. The Continuing Equity Owners may from time to time at each of their options require CWGS, LLC to redeem all or a portion of their common units in exchange for, at our election (determined solely by our independent directors (within the meaning of the rules of the New York Stock Exchange (the “NYSE”) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units pursuant to the terms of the CWGS LLC Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner (other than Former Profit Unit Holders) will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged. Reorganization Mergers In connection with the IPO, the Original Equity Owners merged with and into CWH or a wholly owned subsidiary of CWH, for which CWH issued an aggregate of 7,063,716 shares of Class A common stock as consideration for the 7,063,716 aggregate common units held by such entities and canceled a corresponding number of shares of Class B common stock. Upon consummation of the mergers, we recognized the 7,063,716 common units at carrying value, as these transactions are considered to be between entities under common control. We also acquired the tax attributes of the Original Equity Owners, which are recorded generally as deferred tax assets at the time for certain of the mergers. These attributes include the original basis adjustments arising from the original acquisition of common units by the Original Equity Owners, as described below. Tax Receivable Agreement On October 6, 2016, CWH entered into the Tax Receivable Agreement that provides for the payment by Camping World Holdings, Inc. to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related Transactions and any future redemptions that are funded by CWH and any future redemptions or exchanges of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. CWGS, LLC intends to have in effect an election under Section 754 of the Internal Revenue Code effective for each taxable year in which a redemption or exchange (including deemed exchange) of common units for cash or stock occurs. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owner’s and Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than Camping World Holdings, Inc. as transferee pursuant to a redemption or exchange of common units in CWGS, LLC). We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize. Initial Public Offering As noted above, on October 13, 2016, we completed our IPO of 11,363,636 shares of Class A common stock at a public offering price of $22.00 per share. We received $233.4 million in proceeds, net of underwriting discounts and commissions, which we used to purchase 11,363,636 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. Immediately following the completion of the IPO and the underwriters’ exercise of their option to purchase additional shares of Class A common stock, there were 62,002,729 shares of Class B common stock outstanding, one share of Class C common stock outstanding, and 18,935,916 shares of Class A common stock outstanding, comprised of 11,872,200 shares issued as part of the IPO and the underwriters’ exercise of their option to purchase additional shares of Class A common stock and 7,063,716 shares issued in connection with the mergers described above. Equity-Based Compensation In connection with the IPO, on September 24, 2016, CWH adopted the Camping World Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), which became effective on October 6, 2016 upon the effectiveness of the registration statement on form S-1 (File No. 333-211977), as amended. We reserved a total of 14,693,518 shares of Class A common stock for issuance pursuant to the 2016 Plan. In connection with the IPO, we granted to certain of our directors and certain of our employees Class A common stock issuable pursuant to 1,134,809 stock options and 145,282 restricted stock units. |
Summary of Significant Account8
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Accounting | Basis of Accounting — The Balance Sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because as of September 30, 2016, we had not engaged in any business or other activities except in connection with our formation. |
Income Taxes | Income Taxes — We are treated as a subchapter C corporation, and therefore, are subject to both federal and state income taxes. CWGS Enterprises, LLC will continue to be recognized as a limited liability company, a pass-through entity for income tax purposes. |
Organization (Details)
Organization (Details) - Common Class A - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Nov. 09, 2016 | Oct. 13, 2016 |
IPO | ||
IPO | ||
Shares issued (in shares) | 11,363,636 | |
Shares price (in dollars per share) | $ 22 | |
Proceeds from IPO | $ 233.4 | |
Units issued in exchange | 11,363,636 | |
Over-Allotment Option | ||
IPO | ||
Shares issued (in shares) | 508,564 | |
Proceeds from IPO | $ 10.4 | |
Units issued in exchange | 508,564 |
Stockholder's Equity - Restated
Stockholder's Equity - Restated Certificate of Incorporation (Details) | Oct. 06, 2016VoteVote / sharesdirectoritem$ / sharesshares | Nov. 10, 2016shares | Sep. 30, 2016$ / sharesshares | Mar. 08, 2016$ / sharesshares |
Common Stock | ||||
Shares authorized (in shares) | 100 | 100 | ||
Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common stock, issued (in shares) | 0 | 0 | ||
Common stock, outstanding (in shares) | 0 | 0 | ||
Board of directors provided in restated certificate of incorporation | director | 9 | |||
Board of directors, number of classes | item | 3 | |||
Board of directors, term (in years) | 3 years | |||
Board of directors, number of classes subject election each year | item | 1 | |||
Subsequent Event | Preferred Stock [Member] | ||||
Common Stock | ||||
Preferred stock authorized | 20,000,000 | |||
Preferred stock par value | $ / shares | $ 0.0001 | |||
Subsequent Event | Common Class A | ||||
Common Stock | ||||
Shares authorized (in shares) | 250,000,000 | |||
Par value (in dollars per share) | $ / shares | $ 0.01 | |||
Common stock, outstanding (in shares) | 18,935,916 | |||
Votes per share | Vote / shares | 1 | |||
Subsequent Event | Common Class B | ||||
Common Stock | ||||
Shares authorized (in shares) | 75,000,000 | |||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock, outstanding (in shares) | 62,002,729 | |||
Votes per share | Vote | 1 | |||
Subsequent Event | Common Class B | M L Related Parties | ||||
Common Stock | ||||
Voting power (as a percent) | 47.00% | |||
Subsequent Event | Common Class C | ||||
Common Stock | ||||
Shares authorized (in shares) | 1 | |||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock, outstanding (in shares) | 1 | |||
Voting power (as a percent) | 5.00% | |||
Subsequent Event | Common Class C | ML RV Group LLC | ||||
Common Stock | ||||
Common stock, issued (in shares) | 1 | |||
IPO | Subsequent Event | Common Class A | ||||
Common Stock | ||||
Common stock, outstanding (in shares) | 11,872,200 | |||
CWGS Enterprises, LLC and Subsidiaries | Subsequent Event | Common Class A And Class B | M L Acquisition Company LLC And M L Related Parties | Minimum | ||||
Common Stock | ||||
Percentage of ownership | 27.50% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Nov. 09, 2016USD ($)shares | Oct. 13, 2016USD ($)$ / sharesshares | Oct. 06, 2016VoteVote / shares$ / sharesshares | Nov. 10, 2016shares | Sep. 30, 2016$ / sharesshares | Mar. 08, 2016$ / sharesshares |
Subsequent Event [Line Items] | ||||||
Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Shares issued | 0 | 0 | ||||
IPO | ||||||
Common stock, outstanding (in shares) | 0 | 0 | ||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | ||||||
IPO | ||||||
Units issued in exchange | 71,899,630 | |||||
Subsequent Event | Continuing Equity Owners and Crestview partners II GP LP | ||||||
Subsequent Event [Line Items] | ||||||
Expected future payment, as percent of tax benefits (as a percent) | 85.00% | |||||
IPO | Subsequent Event | Stock options | ||||||
IPO | ||||||
Granted (in shares) | 1,134,809 | |||||
IPO | Subsequent Event | Restricted Stock Units (RSUs) | ||||||
IPO | ||||||
Granted (in shares) | 145,282 | |||||
Tax receivable agreement | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Expected future tax benefits retained by the Company (as a percent) | 15.00% | |||||
Common Class A And Class B | Subsequent Event | M L Acquisition Company LLC And M L Related Parties | CWGS Enterprises, LLC and Subsidiaries | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of Ownership | 27.50% | |||||
Common Class A | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Votes per share | Vote / shares | 1 | |||||
Par value (in dollars per share) | $ / shares | $ 0.01 | |||||
IPO | ||||||
Common stock, outstanding (in shares) | 18,935,916 | |||||
Common Class A | Subsequent Event | CVP Merger | ||||||
IPO | ||||||
Common stock, outstanding (in shares) | 7,063,716 | |||||
Common Class A | IPO | Subsequent Event | ||||||
IPO | ||||||
Shares issued (in shares) | 11,363,636 | |||||
Shares price (in dollars per share) | $ / shares | $ 22 | |||||
Proceeds from IPO | $ | $ 233.4 | |||||
Units issued in exchange | 11,363,636 | |||||
Common stock, outstanding (in shares) | 11,872,200 | |||||
Common Class A | IPO | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | ||||||
IPO | ||||||
Units issued in exchange | 11,363,636 | |||||
Common Class A | IPO | Subsequent Event | 2016 Plan | ||||||
IPO | ||||||
Shares reserved for issuance (in shares) | 14,693,518 | |||||
Common Class A | Over-Allotment Option | Subsequent Event | ||||||
IPO | ||||||
Shares issued (in shares) | 508,564 | |||||
Proceeds from IPO | $ | $ 10.4 | |||||
Units issued in exchange | 508,564 | |||||
Common Class A | Over-Allotment Option | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | ||||||
IPO | ||||||
Shares issued (in shares) | 508,564 | |||||
Proceeds from IPO | $ | $ 10.4 | |||||
Units issued in exchange | 508,564 | 11,363,636 | ||||
Common Class A | Amended LLC Agreement | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of share per unit | 1 | |||||
Common Class A | Amended LLC Agreement | Subsequent Event | Reorganization parties | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 7,063,716 | |||||
Units held | 7,063,716 | |||||
Common Class B | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Votes per share | Vote | 1 | |||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
IPO | ||||||
Common stock, outstanding (in shares) | 62,002,729 | |||||
Common Class B | Subsequent Event | M L Related Parties | ||||||
Subsequent Event [Line Items] | ||||||
Voting power (as a percent) | 47.00% | |||||
Common Class B | Amended LLC Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Votes per share | Vote | 1 | |||||
Common Class B | Amended LLC Agreement | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Shares issued | 69,066,445 | |||||
Number of share per unit | 1 | |||||
Common Class B | Amended LLC Agreement | Subsequent Event | Continuing Equity Owners | ||||||
Subsequent Event [Line Items] | ||||||
Number of share per unit | 1 | |||||
Common Class C | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Voting power (as a percent) | 5.00% | |||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
IPO | ||||||
Common stock, outstanding (in shares) | 1 | |||||
Common Class C | Subsequent Event | ML RV Group LLC | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 1 | |||||
Common Class C | Amended LLC Agreement | Subsequent Event | ML RV Group LLC | ||||||
Subsequent Event [Line Items] | ||||||
Par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Shares issued | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current liabilities: | ||
Commitments and contingencies | ||
CWGS Enterprises, LLC and Subsidiaries | ||
Assets | ||
Cash and cash equivalents | 115,066 | $ 92,025 |
Contracts in transit | 50,343 | 21,892 |
Accounts receivable, less allowance for doubtful accounts of $5,917 and $5,119 in 2016 and 2015, respectively | 64,271 | 56,356 |
Inventories, net | 808,089 | 868,939 |
Prepaid expenses and other assets | 25,630 | 18,861 |
Deferred tax asset | 168 | 123 |
Total current assets | 1,063,567 | 1,058,196 |
Property and equipment, net | 130,647 | 149,725 |
Deferred tax asset | 2,977 | 6,111 |
Intangibles assets, net | 3,721 | 1,652 |
Goodwill | 148,726 | 112,940 |
Other assets | 17,870 | 15,394 |
Total assets | 1,367,508 | 1,344,018 |
Current liabilities: | ||
Accounts payable | 91,749 | 56,789 |
Accrued liabilities | 96,315 | 77,552 |
Deferred revenues and gains | 74,695 | 63,616 |
Current portion of capital lease obligations | 1,329 | 771 |
Current portion of long-term debt | 46,922 | 52,089 |
Notes payable — floor plan | 532,453 | 598,420 |
Other current liabilities | 22,873 | 13,861 |
Total current liabilities | 866,336 | 863,098 |
Capital lease obligations | 1,089 | 751 |
Right to use liabilities | 10,379 | 30,599 |
Long-term debt, net of current portion | 769,423 | 673,304 |
Deferred revenues and gains | 54,019 | 52,151 |
Other long-term liabilities | 20,549 | 13,062 |
Total liabilities | 1,721,795 | 1,632,965 |
Commitments and contingencies | ||
Members' deficit | (354,287) | (288,947) |
Total liabilities and members' deficit | $ 1,367,508 | $ 1,344,018 |
Condensed Consolidated Balanc13
Condensed Consolidated Balance Sheets (Parenthetical) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Membership units | ||
Allowance for doubtful accounts | $ 5,917 | $ 5,119 |
Membership units, authorized (in shares) | 153,796 | 155,559 |
Membership units, issued (in shares) | 153,796 | 155,559 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Total Revenue | $ 1,005,987 | $ 961,966 | $ 2,900,094 | $ 2,676,853 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 723,886 | 702,796 | 2,091,472 | 1,947,430 |
Operating expenses: | ||||
Selling, general, and administrative | 188,858 | 176,466 | 544,954 | 492,345 |
Depreciation and amortization | 6,219 | 6,387 | 18,144 | 17,785 |
Loss (gain) on sale of assets | 21 | 241 | (227) | (424) |
Total operating expenses | 195,098 | 183,094 | 562,871 | 509,706 |
Income from operations | 87,003 | 76,076 | 245,751 | 219,717 |
Other income (expense): | ||||
Floor plan interest expense | (4,322) | (3,013) | (14,851) | (9,394) |
Other interest expense, net | (12,715) | (14,414) | (38,040) | (40,776) |
Other income (expense), net | 1 | (2) | 1 | |
Total other (income) expense | (17,037) | (17,426) | (52,893) | (50,169) |
Income before income taxes | 69,966 | 58,650 | 192,858 | 169,548 |
Income tax expense | (2,288) | (1,145) | (4,638) | (3,353) |
Net income | $ 67,678 | $ 57,505 | $ 188,220 | $ 166,195 |
Pro forma earnings per unit: | ||||
Basic | $ 0.94 | $ 0.80 | $ 2.62 | $ 2.31 |
Diluted | $ 0.94 | $ 0.80 | $ 2.62 | $ 2.31 |
Pro forma weighted average units outstanding: | ||||
Basic | 71,899,630 | 71,899,630 | 71,899,630 | 71,899,630 |
Diluted | 71,899,630 | 71,899,630 | 71,899,630 | 71,899,630 |
Consumer Services and Plans | ||||
Revenue: | ||||
Total Revenue | $ 45,442 | $ 40,902 | $ 135,868 | $ 127,747 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 19,953 | 19,404 | 59,071 | 60,196 |
Operating expenses: | ||||
Depreciation and amortization | 926 | 917 | 2,777 | 2,706 |
Retail | ||||
Revenue: | ||||
Total Revenue | 960,545 | 921,064 | 2,764,226 | 2,549,106 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 703,933 | 683,392 | 2,032,401 | 1,887,234 |
Operating expenses: | ||||
Depreciation and amortization | 5,293 | 5,470 | 15,367 | 15,079 |
Retail | New vehicles | ||||
Revenue: | ||||
Total Revenue | 545,231 | 468,084 | 1,533,463 | 1,314,742 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 474,944 | 405,448 | 1,325,917 | 1,135,074 |
Retail | Used vehicles | ||||
Revenue: | ||||
Total Revenue | 181,820 | 238,018 | 577,994 | 646,138 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 140,516 | 192,119 | 461,750 | 522,115 |
Retail | Parts, services and other | ||||
Revenue: | ||||
Total Revenue | 166,076 | 157,214 | 464,959 | 430,841 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 88,473 | 85,825 | 244,734 | 230,045 |
Retail | Finance and insurance, net | ||||
Revenue: | ||||
Total Revenue | $ 67,418 | $ 57,748 | $ 187,810 | $ 157,385 |
Condensed Consolidated Statem15
Condensed Consolidated Statement of Members' Deficit - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Increase (Decrease) in Members' Equity (Deficit) | ||
Balance | $ (288,947) | |
Balance (in shares) | 155,559 | |
Net income | $ 67,678 | $ 188,220 |
Non-cash distributions | (38,838) | |
Members' distributions | (197,782) | |
Membership units redeemed | (16,940) | |
Balance | $ (354,287) | $ (354,287) |
Balance (in shares) | 153,796 | 153,796 |
Common Stock | ||
Increase (Decrease) in Members' Equity (Deficit) | ||
Balance (in shares) | 155,559 | |
Membership units redeemed (in shares) | (1,763) | |
Balance (in shares) | 153,796 | 153,796 |
Members' Deficit | ||
Increase (Decrease) in Members' Equity (Deficit) | ||
Balance | $ (288,947) | |
Net income | 188,220 | |
Non-cash distributions | (38,838) | |
Members' distributions | (197,782) | |
Membership units redeemed | (16,940) | |
Balance | $ (354,287) | $ (354,287) |
Condensed Consolidated Statem16
Condensed Consolidated Statements of Cash Flows - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | ||
Net income | $ 188,220 | $ 166,195 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 18,144 | 17,785 |
Stock based Compensation | 60 | |
Gain on sale of assets | (227) | (424) |
Provision for losses on accounts receivable | 1,701 | 1,220 |
Accretion of original issue discount | 915 | 744 |
Non-cash interest | 3,698 | 3,874 |
Deferred tax expense | 3,089 | 2,094 |
Change in assets and liabilities, net of acquisitions: | ||
Receivables and contracts in transit | (38,415) | (43,220) |
Inventories | 69,698 | (20,591) |
Prepaid expenses and other assets | (8,324) | (11,014) |
Checks in excess of bank balance | (7,478) | 4,185 |
Accounts payable and other accrued expenses | 67,935 | 76,638 |
Accrued rent for cease-use locations | 286 | (168) |
Deferred revenue and gains | 12,849 | 11,242 |
Other, net | 3,876 | 7,118 |
Net cash provided by operating activities | 316,027 | 215,678 |
Investing activities | ||
Purchases of property and equipment | (29,203) | (32,280) |
Purchase of real property | (12,871) | (44,466) |
Proceeds from the sale of real property | 7,291 | 33,619 |
Purchases of businesses, net of cash acquired | (67,690) | (124,454) |
Proceeds from sale of property and equipment | 3,486 | 725 |
Purchase of intangible assets | (158) | |
Net cash used in investing activities | (98,987) | (167,014) |
Financing activities | ||
Net borrowings on notes payable - floor plan | (65,967) | 21,470 |
Borrowings on revolver | 134,325 | 94,763 |
Proceeds from credit facilities | 12,000 | |
Payments of principal on capital lease obligations | (1,111) | (550) |
Payments of principal on long-term debt | (43,615) | (26,627) |
Payments of principal on right to use liability | (164) | (1,247) |
Payments on revolver | (12,000) | |
Members' distributions | (214,782) | (206,139) |
Payment of debt issuance costs | (2,685) | (2,379) |
Net cash used in financing activities | (193,999) | (120,709) |
Increase (decrease) in cash | 23,041 | (72,045) |
Cash at beginning of period | 92,025 | 110,710 |
Cash at end of period | $ 115,066 | $ 38,665 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Summary of Significant Accounting Policies | Note 1: Summary of Significant Accounting Policies Business and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries (the “Company” or “CWGS, LLC”), have been prepared accordance with generally accepted accounting principles in the United States (“GAAP”) and include all information and footnotes required for interim financial statements presentation but do not include all disclosures required under GAAP for annual financial statements. In the opinion of management, the interim condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The Company was formed in March 2011 when its then ultimate parent, AGI Holding Corp, indirectly contributed all of the membership interests of Affinity Group Holding, LLC (“AGH”) and FreedomRoads Holding Company, LLC (“FreedomRoads”) to CWGS Holding, LLC, CWGS, LLC’s immediate parent, which in turn, contributed the interest of AGH and FreedomRoads to CWGS, LLC. All material intercompany transactions and balances of the Company have been eliminated in consolidation. The Company does not have any components of other comprehensive income recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements. Camping World Holdings, Inc. (“CWH”) was incorporated on March 8, 2016 for the purpose of facilitating an initial public offering and other related transactions in order to carry on our business. On October 13, 2016, CWH completed an initial public offering of 11,363,636 shares of Class A common stock at a public offering price of $22.00 per share (the “IPO”), receiving $233.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 11,363,636 newly-issued common units of the Company at a price per unit equal to the initial public offering price per share of Class A common stock sold in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, CWH closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which CWH used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. Subsequent to the IPO, CWH became a holding company and its principal asset is the common units of CWGS, LLC that it owns. As the sole managing member of CWGS, LLC, CWH has the sole voting interest in, and operates and controls all of our business and affairs, and through us and our subsidiaries, conducts our business. Our unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our prospectus, dated October 6, 2016, filed with the Securities and Exchange Commission (SEC) in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on October 11, 2016. Description of the Business CWGS, LLC is a holding company and operates through its subsidiaries. The operations of the Company consist of two primary businesses: (i) Consumer Services and Plans, and (ii) Retail. The Company provides consumer services and plans offerings through its Good Sam brand and the Company provides its retail offerings through its Camping World brand. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, the Company primarily derives revenues from the sale of the following products: new vehicles; used vehicles; parts and service, including recreational vehicle (“RV”) accessories and supplies; and finance and insurance. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and camping enthusiasts. At September 30, 2016, the Company operated 120 Camping World retail locations, of which 103 locations sell new and used RVs, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. Recent Accounting Policies |
Inventories, Net and Floor Plan
Inventories, Net and Floor Plan Payable - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Inventories, Net and Floor Plan Payable | Note 2: Inventories, Net and Floor Plan Payable Inventories consisted of the following (in thousands): September 30, December 31, 2016 2015 New RV vehicles $ $ Used RV vehicles Parts, accessories and miscellaneous $ $ New and used vehicles are primarily financed by floor plan arrangements through a syndication of banks. The floor plan notes are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, which operates the Camping World dealerships, and bear interest at one month London Interbank Offered Rate (“LIBOR”) plus 2.05% as of September 30, 2016 and 2.40% as of December 31, 2015. LIBOR, as defined, was 0.52% at September 30, 2016 and 0.36% as of December 31, 2015. Principal is due upon the sale of the related vehicle. At September 30, 2016 and December 31, 2015, the principal amount outstanding under its floor plan financing facility (the "Floor Plan Facility") was $532.5 million and $598.4 million, respectively. Outstanding letters of credit under the Floor Plan Facility were $7.3 million at both September 30, 2016 and December 31, 2015. Floor plan interest expense for the nine months ended September 30, 2016 and September 30, 2015 was $14.9 million and $9.4 million, respectively. On July 1, 2016, FR entered into Amendment No. 1 to the Sixth Amended and Restated Credit Agreement for the Floor Plan Facility to, among other things, increase the available amount under the Floor Plan Facility from $880.0 million to $1.18 billion, amend the applicable borrowing rate margin on LIBOR and Base Rate Loans ranging from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR, and extend the maturity date to June 30, 2019. The letter of credit commitment within the Floor Plan Facility remained at $15.0 million. The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at September 30, 2016 and December 31, 2015. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Goodwill and Intangible Assets | Note 3: Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Company’s goodwill by reportable segments for the nine months ended September 30, 2016 (in thousands): Consumer Services and Plans Retail Consolidated Balance as of December 31, 2015 $ $ $ Goodwill related to acquisitions — Balance as of September 30, 2016 $ $ $ The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the first step of a two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company is required to perform the second step of the two-step goodwill impairment test to measure the amount of the impairment loss based on qualitative assessments. Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, 2016 2015 Gross membership and customer lists $ $ Less: accumulated amortization Intangible assets, net $ $ Our principal identifiable finite-lived intangible assets are membership and customer lists with weighted-average useful lives of approximately five years each. |
Long-Term Debt - CWGS Enterpris
Long-Term Debt - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Long-Term Debt | Note 4: Long-Term Debt Long-term debt consists of the following: September 30, December 31, 2016 2015 Term Loan Facility (1) $ $ Less: current maturities Long-term debt, net of current maturities $ $ (1) Net of $4.7 million and $4.9 million original issue discount at September 30, 2016 and December 31, 2015, respectively, and $11.8 million and $11.1 million of finance costs at September 30, 2016 and December 31, 2015, respectively. CWGS Credit Facility On November 20, 2013, CWGS Group, LLC, a wholly owned subsidiary of CWGS, LLC, entered into a $545.0 million senior secured credit facility (the “Existing Senior Secured Credit Facilities”) consisting of a $525.0 million term loan facility (the “Existing Term Loan Facility”), at an original issue discount of $5.3 million or 1.00%, and a $20.0 million revolving credit facility (the “Existing Revolving Credit Facility”). In December 2014 and December 2015, CWGS Group, LLC secured an additional $117.0 million and $55.0 million, respectively, of term loan borrowings under the Existing Senior Secured Credit Facilities for which the proceeds were primarily used to purchase dealerships within FreedomRoads. In June 2015, CWGS Group, LLC secured an additional $95.0 million of term loan borrowings under the Senior Secured Credit Facilities for which the proceeds were primarily used to pay distributions to the CWGS, LLC members. On September 21, 2016, the Company amended the Senior Secured Credit Facilities to, among other things, amend the change of control definition and other technical changes to facilitate its transition to a public company, provide additional borrowings of $135.0 million under the Existing Term Loan Facility, increasing the Existing Term Loan Facility to $828.2 million, net of original issue discount and finance costs totaling $16.5 million, and to permit a distribution of a portion of the proceeds to the members of CWGS, LLC. The net proceeds were used to fund a $100.0 million special cash distribution to the members of CWGS, LLC on September 21, 2016, and the remainder of the proceeds will be used for general corporate purposes, including the potential acquisition of dealerships. Interest on the Existing Term Loan Facility floats at the Company’s option at a) LIBOR, subject to a 1.00% floor, plus an applicable margin of 4.75%, or b) an Alternate Base Rate (“ABR”) equal to 3.75% per annum plus the greater of the Prime Rate, Federal Funds Effective Rate plus 1/2 of 1.00%, LIBOR, or 2.00%. Interest on borrowings under the Existing Revolving Credit Facility is at the Company’s option of a) 4.25% to 4.50% per annum subject to a 1.00% floor in the case of a Eurocurrency loan, or b) 3.25% to 3.50% per annum plus the greater of the Prime Rate, Federal Funds Effective Rate plus 1/2 of 1.00%, LIBOR, or 2.00% in the case of an ABR loan, based on the Company’s ratio of net debt to consolidated earnings as defined in the Existing Senior Secured Credit Facilities. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Existing Revolving Credit Facility. Reborrowings under the Existing Term Loan Facility are not permitted. The quarterly scheduled principal prepayments on the term loan borrowings are $8.9 million. CWGS Group, LLC is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Existing Senior Secured Credit Facilities, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% if the total leverage ratio, as defined, is 2.00 to 1.00 or greater but less than 2.50 to 1.00. If the total leverage ratio is less than 2.00 to 1.00, no prepayment of excess cash flow is required. As of December 31, 2015, CWGS Group, LLC’s excess cash flow offer, as defined, was $16.1 million and was presented to the term loan holders. The holders accepted $12.0 million of the prepayment offer and a principal payment in that amount was made on May 9, 2016. The Existing Revolving Credit Facility matures on November 20, 2018, and the Existing Term Loan Facility matures on February 20, 2020. The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $10.0 million may be allocated to such letters of credit. As of September 30, 2016, the interest rate on the term debt was 5.75%, and permitted borrowings under the undrawn revolving credit facility were $20.0 million. As of September 30, 2016, the Company had available borrowings of $16.3 million and letters of credit in the aggregate amount of $3.7 million outstanding under the Existing Revolving Credit Facility. As of September 30, 2016, $828.2 million was outstanding under the Existing Term Loan Facility and no amounts were outstanding on the Existing Revolving Credit Facility. CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to meet the financial obligations associated with the Existing Senior Secured Credit Facilities is dependent on the earnings and cash flows of its operating subsidiaries, primarily Good Sam Enterprises, LLC and FR, and their ability to upstream dividends. The Existing Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FR and its subsidiaries. The Existing Senior Secured Credit Facilities contain certain restrictive covenants including, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the prepayment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at September 30, 2016. |
Right to Use Liabilities - CWGS
Right to Use Liabilities - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Right to Use Liabilities | Note 5: Right to Use Liabilities The Company leases operating facilities throughout the United States. The Company analyzes all leases in accordance with Accounting Standards Codification (“ASC”) 840 — Leases. In the first nine months of 2016, three leases were accounted for as operating leases after the completion of construction or the reduction in lease deposits to less than two month’s rent as they qualified for asset derecognition under the sale-leaseback accounting rules. This derecognition resulted in the removal of $20.0 million of right to use assets, and $20.1 million of right to use liabilities. The Company has included the right to use assets in property and equipment, net, as follows (in thousands): September 30, December 31, 2016 2015 Right to use assets $ $ Accumulated depreciation Right to use assets, net $ $ The following is a schedule by year of the future changes in the right to use liabilities as of September 30, 2016 (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter (1) Total minimum lease payments Amounts representing interest Present value of net minimum right to use liabilities payments $ (1) Includes $5.0 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent. |
Fair Value Measurements - CWGS
Fair Value Measurements - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Fair Value Measurements | Note 6: Fair Value Measurements The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of judgment. Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities The following methods and assumptions were used by us in estimating fair value disclosures for financial instruments: Cash equivalents, accounts receivable, other assets, Notes Payable-floor plan, accounts payable, other current liabilities : The amounts reported in the accompanying Unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature. Fixed rate debt: Our fixed rate debt consists of amounts outstanding under our Existing Term Loan Facility. We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level 1). A summary of the aggregate carrying value and fair value of our fixed rate debt is as follows: Fair Value 9/30/2016 12/31/2015 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 1 $ $ $ $ Non-financial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination. |
Commitments and Contingencies -
Commitments and Contingencies - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Commitments and Contingencies | Note 7: Commitments and Contingencies The Company is obligated under various real estate operating leases for retail locations, distribution centers and office space, expiring in various years through February 2036. On April 25, 2016 and May 1, 2016, Camping World entered into sponsorship agreements. The sponsorship agreements expire on January 1, 2025 and October 1, 2019, respectively. The aggregate sponsorship fees payable for each fiscal year are as follows as of September 30, 2016 (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ From time to time, the Company is involved in litigation arising in the normal course of business operations. The Company does not believe it is involved in any litigation that requires disclosure or will have a material adverse effect on its results of operations or financial position. |
Statement of Cash Flows - CWGS
Statement of Cash Flows - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Statement of Cash Flows | Note 8: Statement of Cash Flows Supplemental disclosures of cash flow information for the nine months ended September 30 (in thousands): Nine Months Ended September 30, September 30, 2016 2015 Cash paid during the period for: Interest $ $ Income taxes 2016: In September 2016, FreedomRoads acquired the assets of an RV dealership for an aggregate purchase price of $8.2 million. In September 2016, the Company assumed $0.2 million of customer deposits and paid $1.4 million in connection with the acquisition of five RV shows from M & P Productions, Inc. In September 2016, a tenant improvement in the amount of $0.7 million was delivered by a lessor upon the construction completion date. In June 2016, the Company assigned its equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of the Company, in the form of a $38.8 million non-cash distribution (See Note 11 — AutoMatch Distribution). Included in the non-cash distribution were contracts in transit of $1.0 million, accounts receivable of $0.3 million, inventories of $20.3 million, property and equipment of $17.1 million, and prepaid expenses and other assets of $0.1 million. In January 2016, the Company acquired equipment through third party capital lease arrangements totaling $2.0 million. In the first quarter of 2016, the Company derecognized $15.4 million of fixed assets and right to use liabilities for two leases that qualified as operating leases after completion of construction in 2016. In the three months ended September 30, 2016, the Company derecognized $4.6 million of fixed assets and $4.7 million of right to use liabilities for our lease that qualified as an operating lease after the reduction in lease deposits to less than two month’s rent. In January 2016, FreedomRoads acquired the assets of an RV dealership group comprised of four locations for an aggregate purchase price of approximately $58.9 million plus real property of $9.5 million (see Note 9 — Acquisitions). The purchase was funded through $22.6 million of borrowings under the Floor Plan Facility and the balance through a capital contribution provided by the net proceeds of the incremental debt issuance in December 2015 under the Company’s Existing Senior Secured Credit Facilities. In January 2016, Camping World acquired the assets of a wholesale parts dealer for $1.4 million, comprised of inventory of $1.2 million, intangible assets of $1.3 million, receivables of $1.0 million, prepaid expenses of $0.1 million, and accrued liabilities of $2.2 million. 2015: Certain real estate lease agreements were capitalized in accordance with ASC 840 — Leases. The value of the real property, other than land of $15.3 million, was capitalized as a right to use asset with a corresponding $15.3 million included as a right to use liabilities. |
Acquisitions - CWGS Enterprises
Acquisitions - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Acquisitions | Note 9: Acquisitions In the first quarter of 2016 and 2015, a subsidiary of the Company acquired the assets or stock of multiple dealership locations. The Company used its working capital, a combination of cash and floor plan financing and member’s capital contributions to complete the acquisitions. The acquired businesses were recorded at their preliminary estimated fair values under the purchase method of accounting. The balance of the purchase prices in excess of fair value of the assets acquired and liabilities assumed was recorded as goodwill. In 2016, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $12.9 million from related parties of the sellers. For the nine months ended September 30, 2016, the Company sold other real properties to a third party in sale-leaseback transactions for $7.3 million. In 2015, the Company purchased real property of $44.5 million related to the acquisition of dealership assets In the nine months ended September 30, 2015, the Company sold other real properties to a third party in sale-leaseback transactions for $33.6 million. A summary of the purchase price allocations for the acquisitions consists of the following: Nine Months Ended September 30, September 30, September 30, ($ in thousands) 2016 2015 Assets (liabilities) acquired (assumed) at fair value: Accounts receivable $ $ — Inventory Property and equipment Intangibles — Goodwill Other assets Accrued liabilities Other liabilities Purchase price Purchase price holdback included in other long-term liabilities — Inventory purchases financed via floor plan Cash payment net of holdback and floor plan financing $ $ Included in the nine months ended September 30, 2016 and 2015 Consolidated Financial results were $258.6 million and $179.4 million of revenue, respectively, and $6.7 million and $6.0 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates. |
Member Unit Redemption - CWGS E
Member Unit Redemption - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Member Unit Redemption | Note 10: Member Unit Redemption On April 4, 2016, the Company’s board of directors approved a Profits Units redemption by Mr. Lemonis in the amount of 1,763 Profits Units for $17.0 million. The Company remitted the proceeds to Mr. Lemonis through, (i) a cash distribution in the amount of $13.0 million; and (ii) a $4.0 million note. The note bears interest at 3.0% per annum and has scheduled principal amortization of (a) $1.5 million plus all accrued and unpaid interest as of May 1, 2016, (b) $1.5 million plus all accrued and unpaid interest on June 1, 2016, and (c) all outstanding principal plus all accrued and unpaid interest on July 1, 2016. The note was paid in full in April 2016. As part of the transaction, the Company recorded equity based compensation expense of $60,200, equal to the fair value of the 1,763 Profits Units as of the grant date. |
AutoMatch Distribution - CWGS E
AutoMatch Distribution - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
AutoMatch Distribution | Note 11: AutoMatch Distribution On June 13, 2016, the board of directors of CWGS, LLC declared a $42.7 million distribution comprising of (i) the assignment of its equity interest in AutoMatch USA, LLC (‘‘AutoMatch’’), an indirect wholly-owned subsidiary of CWGS, LLC, to CWGS Holding, LLC and CVRV Acquisition LLC, each a member of CWGS, LLC, in the form of a $38.8 million non-cash distribution, and (ii) a $3.8 million cash distribution to the Profits Units of which $3.6 million was paid on June 17, 2016 and $0.2 million was paid on September 7, 2016. In connection with the AutoMatch distribution, AutoMatch and FreedomRoads, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, entered into a Transition Services Agreement (the "Transition Services Agreement") whereby, for a period of up to one hundred twenty days following the distribution of AutoMatch, FreedomRoads, LLC will continue to provide administrative, employee and operational support to AutoMatch in the same manner as provided prior to such distribution and AutoMatch will be operated and managed by employees of FreedomRoads, LLC, in exchange for reimbursement by AutoMatch of all expenses incurred by FreedomRoads, LLC in connection therewith. On September 7, 2016, the board of directors of CWGS, LLC declared a $1.6 million distribution, representing the final net settlement amount under the Transition Services Agreement, which was paid on the same day. |
Segments Information - CWGS Ent
Segments Information - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Segments Information | Note 12: Segments Information We have two reportable segments: (1) Consumer Services and Plans, and (2) Retail. Our Consumer Services and Plans segment is comprised of emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; membership clubs; and publications and directories. Our Retail segment is comprised of new vehicles; used vehicles; parts and service; and finance and insurance. Corporate and other is comprised of the corporate operations of the Company. The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by our chief operating decision maker to allocate resources and assess performance. Our chief operating decision maker is our Chief Executive Officer. Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, total assets, and capital expenditures are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Revenue: Consumer Services and Plans $ $ $ $ Retail Total consolidated revenue $ $ $ $ Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Segment income: Consumer Services and Plans $ $ $ $ Retail Total segment income Corporate and other selling, general and administrative expense Depreciation and amortization Other interest expense, net Other income (expense) — Income from operations before income taxes $ $ $ $ Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Depreciation and amortization: Consumer Services and Plans $ $ $ $ Retail Total depreciation and amortization $ $ $ $ Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Other interest expense, net: Consumer Services and Plans $ $ $ $ Retail Total Corporate and other Total other interest expense, net $ $ $ $ |
Earnings Per Unit - CWGS Enterp
Earnings Per Unit - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Earnings Per Unit | Note 13: Earnings Per Unit On October 6, 2016, our limited liability company agreement was amended and restated to, among other things, (i) provide for a new single class of common membership interests in CWGS, LLC, and (ii) exchange all of the existing membership interests of the Continuing Equity Owners of CWGS, LLC into 71,899,630 common units of CWGS, LLC, and (iii) appoint Camping World Holdings, Inc. as the sole managing member of CWGS, LLC upon its acquisition of common units in connection with the IPO. See Note 14 - Subsequent Events. For the purposes of calculating pro forma earnings per unit, we have adjusted the number of outstanding membership units retroactively for all periods presented to give effect to the above-mentioned amendment and resulting recapitalization. Pro forma basic earnings per unit is computed by dividing net income by the pro forma weighted-average number of units outstanding during the period. Pro forma diluted earnings per unit is computed by dividing net income by the pro forma weighted-average number of units outstanding adjusted to give effect to potentially dilutive securities. There are no potentially dilutive securities at September 30, 2016. The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted earnings per unit for the three and nine months ended September 30, 2016 and 2015. For the three months ended For the nine months ended September 30, September 30, (in thousands, except per unit amounts) 2016 2015 2016 2015 Numerator: Net Income $ $ $ $ Denominator: Pro forma weighted average units outstanding - basic Pro Forma Weighted average units outstanding - diluted Pro forma earnings per unit - basic $ $ $ $ Pro forma earnings per unit - diluted $ $ $ $ |
Subsequent Events - CWGS Enterp
Subsequent Events - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
Subsequent Events | Note 4: Subsequent Events Reorganization Transactions On October 6, 2016, in connection with the completion of our IPO, we completed a series of reorganization transactions (the “Transactions”). The Transactions included the following: · the amendment and restatement of CWGS, LLC's limited liability company agreement (the “CWGS LLC Agreement”) to, among other things, appoint us as its sole managing member and convert all existing membership interests (including existing vested profit unit interests and all unvested profit unit interests, which accelerated and vested in connection with the IPO) in CWGS, LLC into one class of common units; · the amendment and restatement of our certificate of incorporation to, among other things, provide (i) for Class A common stock and Class B common stock, with each share of our Class A common stock and Class B common stock entitling its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally, and (ii) for one share of Class C common stock entitling its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally for as long as there is no Class C Change of Control (as defined in our Amended and Restated Certificate of Incorporation); · issued, for $0.0001 per share, 69,066,445 shares of Class B common stock to certain existing holders of common units of CWGS, LLC on a one-to-one basis with the number of common units of CWGS, LLC that they owned; · issued, for $0.01 per share, one share of Class C common stock to ML RV Group, LLC; · the merger of certain Original Equity Owners controlled by Crestview Partners II GP, L.P., as defined below, with and into CWH or a wholly owned subsidiary of CWH, for which CWH issued 7,063,716 shares of Class A common stock as consideration for the 7,063,716 common units held by such entities and canceled a corresponding number of Class B common stock; and · we entered into (i) a voting agreement with ML Acquisition, ML RV Group, CVRV Acquisition LLC and CVRV Acquisition II LLC, (ii) a registration rights agreement with the direct and certain indirect owners of interests in CWGS, LLC, collectively, prior to the Transactions, which includes ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders (collectively, the “Original Equity Owners”) and (iii) a tax receivable agreement (the ‘‘Tax Receivable Agreement’’) with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. The Transactions were effected on October 6, 2016, prior to the time our Class A common stock was registered under the Securities Exchange Act of 1934, as amended, and prior to the completion of our IPO. CWGS, LLC Recapitalization As noted above, the CWGS LLC Agreement, among other things, appointed us as CWGS, LLC’s sole managing member and reclassified all outstanding membership interests in CWGS, LLC as non-voting common units. Although we have a minority economic interest in CWGS, LLC, as the sole managing member, we have the sole voting power in, and control the management of, CWGS, LLC. As a result, beginning in the fourth quarter of 2016, we will consolidate CWGS, LLC's financial results and report a non-controlling interest related to the portion of CWGS, LLC not owned by us. The Amended and Restated Certificate of Incorporation discussed in Note 3 and the CWGS LLC Agreement noted above requires CWGS, LLC and us to, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of common units owned by us and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of common units owned by the Continuing Equity Owners (other than the Former Profit Unit Holders). We may issue shares of Class B common stock only to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of shares of Class B common stock issued to the Continuing Equity Owners (other than the Former Profit Unit Holders). Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Continuing Equity Owners (other than the Former Profit Unit Holders) will be permitted transferees of Class B common stock. The Continuing Equity Owners may from time to time at each of their options require CWGS, LLC to redeem all or a portion of their common units in exchange for, at our election (determined solely by our independent directors (within the meaning of the rules of the New York Stock Exchange (the “NYSE”) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units pursuant to the terms of the CWGS LLC Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner (other than Former Profit Unit Holders) will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged. Reorganization Mergers In connection with the IPO, the Original Equity Owners merged with and into CWH or a wholly owned subsidiary of CWH, for which CWH issued an aggregate of 7,063,716 shares of Class A common stock as consideration for the 7,063,716 aggregate common units held by such entities and canceled a corresponding number of shares of Class B common stock. Upon consummation of the mergers, we recognized the 7,063,716 common units at carrying value, as these transactions are considered to be between entities under common control. We also acquired the tax attributes of the Original Equity Owners, which are recorded generally as deferred tax assets at the time for certain of the mergers. These attributes include the original basis adjustments arising from the original acquisition of common units by the Original Equity Owners, as described below. Tax Receivable Agreement On October 6, 2016, CWH entered into the Tax Receivable Agreement that provides for the payment by Camping World Holdings, Inc. to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related Transactions and any future redemptions that are funded by CWH and any future redemptions or exchanges of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. CWGS, LLC intends to have in effect an election under Section 754 of the Internal Revenue Code effective for each taxable year in which a redemption or exchange (including deemed exchange) of common units for cash or stock occurs. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owner’s and Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than Camping World Holdings, Inc. as transferee pursuant to a redemption or exchange of common units in CWGS, LLC). We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize. Initial Public Offering As noted above, on October 13, 2016, we completed our IPO of 11,363,636 shares of Class A common stock at a public offering price of $22.00 per share. We received $233.4 million in proceeds, net of underwriting discounts and commissions, which we used to purchase 11,363,636 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. Immediately following the completion of the IPO and the underwriters’ exercise of their option to purchase additional shares of Class A common stock, there were 62,002,729 shares of Class B common stock outstanding, one share of Class C common stock outstanding, and 18,935,916 shares of Class A common stock outstanding, comprised of 11,872,200 shares issued as part of the IPO and the underwriters’ exercise of their option to purchase additional shares of Class A common stock and 7,063,716 shares issued in connection with the mergers described above. Equity-Based Compensation In connection with the IPO, on September 24, 2016, CWH adopted the Camping World Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), which became effective on October 6, 2016 upon the effectiveness of the registration statement on form S-1 (File No. 333-211977), as amended. We reserved a total of 14,693,518 shares of Class A common stock for issuance pursuant to the 2016 Plan. In connection with the IPO, we granted to certain of our directors and certain of our employees Class A common stock issuable pursuant to 1,134,809 stock options and 145,282 restricted stock units. |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Subsequent Events | Note 14: Subsequent Events On October 13, 2016, CWH completed its IPO of 11,363,636 shares of Class A common stock at a public offering price of $22.00 per share and received $233.4 million in proceeds, net of underwriting discounts and commissions. CWH used the net proceeds to purchase 11,363,636 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. Immediately following the completion of the IPO, the underwriters option to purchase additional shares of Class A common stock and the Transactions described in Note 5 of CWH’s balance sheets, CWH and CWH BR, LLC, a wholly owned subsidiary of CWH, held 18,935,916 common units, representing an approximate 22.6% interest in us. We used the capital contribution received from CWH to repay $200.4 million of the outstanding borrowings under the Existing Term Loan Facility and the remainder of the proceeds will be used for general corporate purposes, including the potential acquisition of dealerships. In connection with the IPO, on September 24, 2016, CWH adopted the Camping World Holdings, Inc. 2016 Incentive Award Plan (the “2016 Plan”), which became effective on October 6, 2016 upon the effectiveness of the CWH’s registration statement on form S-1 (“File No. 333-211977”), as amended. CWH reserved a total of 14,693,518 shares of Class A common stock for issuance pursuant to the 2016 Plan. In connection with the IPO, we granted to certain of our directors and certain of our employees Class A common stock issuable pursuant to 1,134,809 stock options and 145,282 restricted stock units. On October 6, 2016, our limited liability company agreement was amended and restated to, among other things, (i) provide for a new single class of common membership interests in CWGS, LLC, (ii) exchange all of the existing membership interests of the Continuing Equity Owners of CWGS, LLC into 71,899,630 common units of CWGS, LLC, and (iii) appoint CWH as the sole managing member of CWGS, LLC upon its acquisition of common units in connection with the IPO. For the purposes of calculating pro forma earnings per unit, we have adjusted the number of outstanding membership units retroactively for all periods presented to give effect to the above-mentioned amendment and resulting recapitalization. On November 8, 2016, CWGS Group, LLC and CWGS, LLC (as parent guarantor) entered into a new $680.0 million senior secured credit facility with Goldman Sachs Bank USA, as administrative agent, and the other lenders party thereto (the ‘‘New Senior Secured Credit Facilities’’) and used the proceeds to repay the CWGS Group, LLC Existing Senior Secured Credit Facilities. The New Senior Secured Credit Facilities consists of a seven-year $645.0 million New Term Loan Facility and a five-year $35.0 million Revolving Credit Facility. The New Term Loan Facility bears interest at LIBOR plus 3.75% with a 0.75% LIBOR floor, and outstanding balances under the New Revolving Credit Facility bear interest at LIBOR plus 3.50%. The New Term Loan Facility includes mandatory amortization at 1% per annum in equal quarterly installments. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
Business and Basis of Presentation | Basis of Accounting — The Balance Sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because as of September 30, 2016, we had not engaged in any business or other activities except in connection with our formation. |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Business and Basis of Presentation | Business and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries (the “Company” or “CWGS, LLC”), have been prepared accordance with generally accepted accounting principles in the United States (“GAAP”) and include all information and footnotes required for interim financial statements presentation but do not include all disclosures required under GAAP for annual financial statements. In the opinion of management, the interim condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The Company was formed in March 2011 when its then ultimate parent, AGI Holding Corp, indirectly contributed all of the membership interests of Affinity Group Holding, LLC (“AGH”) and FreedomRoads Holding Company, LLC (“FreedomRoads”) to CWGS Holding, LLC, CWGS, LLC’s immediate parent, which in turn, contributed the interest of AGH and FreedomRoads to CWGS, LLC. All material intercompany transactions and balances of the Company have been eliminated in consolidation. The Company does not have any components of other comprehensive income recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements. Camping World Holdings, Inc. (“CWH”) was incorporated on March 8, 2016 for the purpose of facilitating an initial public offering and other related transactions in order to carry on our business. On October 13, 2016, CWH completed an initial public offering of 11,363,636 shares of Class A common stock at a public offering price of $22.00 per share (the “IPO”), receiving $233.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 11,363,636 newly-issued common units of the Company at a price per unit equal to the initial public offering price per share of Class A common stock sold in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, CWH closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which CWH used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions. |
Description of the Business | Description of the Business CWGS, LLC is a holding company and operates through its subsidiaries. The operations of the Company consist of two primary businesses: (i) Consumer Services and Plans, and (ii) Retail. The Company provides consumer services and plans offerings through its Good Sam brand and the Company provides its retail offerings through its Camping World brand. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, the Company primarily derives revenues from the sale of the following products: new vehicles; used vehicles; parts and service, including recreational vehicle (“RV”) accessories and supplies; and finance and insurance. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and camping enthusiasts. At September 30, 2016, the Company operated 120 Camping World retail locations, of which 103 locations sell new and used RVs, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. |
Recent Accounting Policies | Recent Accounting Policies In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842). The amendments in this update require, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-to-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We expect to adopt the amendments in the first quarter of 2019 and are currently evaluating the impacts of the amendments to our financial statements and accounting practices for leases. In November 2015, the FASB issued an accounting pronouncement (“FASB ASU 2015-17”) which simplifies the balance sheet classification of deferred taxes. This pronouncement requires that all deferred tax assets and liabilities be classified as noncurrent in the classified balance sheet, rather than separating such deferred taxes into current and noncurrent amounts, as is required under current guidance. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, and may be applied either prospectively or retrospectively. We are currently in the process of evaluating the effects of the pronouncement on our consolidated financial statements. In September 2015, the FASB issued ASU update No. 2015-16, Simplifying the Accounting for Measurement Period Adjustments in Business Combinations (“ASU 2015-16”) which eliminates the requirement for an acquirer in a business combination to account for measurement period adjustments retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period which it determines the amount of the adjustment. This pronouncement is effective for fiscal years beginning after December 15, 2015. The adoption did not have a material impact on our consolidated financial position, results of operations or cash flows. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). Under ASU 2015-11, entities should measure inventory that is not measured using last-in, first-out (“LIFO”) or the retail inventory method, including inventory that is measured using first-in, first-out (“FIFO”) or average cost, at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued ASU Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 supersedes the existing revenue recognition guidance and clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that the entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued an update to ASU 2014-09 deferring the effective date for public entities, on a retrospective basis, to annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period for a public company. Early adoption is permitted, subject to certain conditions. We are currently evaluating the adoption method and impact ASU 2014-09 will have on our consolidated financial statements. |
Inventories, Net and Floor Pl32
Inventories, Net and Floor Plan Payable (Tables) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Inventories | Inventories consisted of the following (in thousands): September 30, December 31, 2016 2015 New RV vehicles $ $ Used RV vehicles Parts, accessories and miscellaneous $ $ |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets (Tables) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
Changes in goodwill by business line | The following is a summary of changes in the Company’s goodwill by reportable segments for the nine months ended September 30, 2016 (in thousands): Consumer Services and Plans Retail Consolidated Balance as of December 31, 2015 $ $ $ Goodwill related to acquisitions — Balance as of September 30, 2016 $ $ $ |
Finite-lived intangible assets and related accumulated amortization | Finite-lived intangible assets and related accumulated amortization consisted of the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, 2016 2015 Gross membership and customer lists $ $ Less: accumulated amortization Intangible assets, net $ $ |
Long-Term Debt (Tables) - CWGS
Long-Term Debt (Tables) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Long-Term debt | September 30, December 31, 2016 2015 Term Loan Facility (1) $ $ Less: current maturities Long-term debt, net of current maturities $ $ (1) Net of $4.7 million and $4.9 million original issue discount at September 30, 2016 and December 31, 2015, respectively, and $11.8 million and $11.1 million of finance costs at September 30, 2016 and December 31, 2015, respectively. |
Right to Use Liabilities (Table
Right to Use Liabilities (Tables) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
Right to use assets in property and equipment, net | The Company has included the right to use assets in property and equipment, net, as follows (in thousands): September 30, December 31, 2016 2015 Right to use assets $ $ Accumulated depreciation Right to use assets, net $ $ |
Schedule by year of future changes in the right to use liabilities | The following is a schedule by year of the future changes in the right to use liabilities as of September 30, 2016 (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter (1) Total minimum lease payments Amounts representing interest Present value of net minimum right to use liabilities payments $ (1) Includes $5.0 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Summary of aggregate carrying value and fair value of fixed rate debt | Fair Value 9/30/2016 12/31/2015 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 1 $ $ $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Aggregate sponsorship fee payable | The aggregate sponsorship fees payable for each fiscal year are as follows as of September 30, 2016 (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Supplemental disclosures of cash flow information | Supplemental disclosures of cash flow information for the nine months ended September 30 (in thousands): Nine Months Ended September 30, September 30, 2016 2015 Cash paid during the period for: Interest $ $ Income taxes |
Acquisitions (Tables) - CWGS En
Acquisitions (Tables) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Summary of the purchase price allocations | Nine Months Ended September 30, September 30, September 30, ($ in thousands) 2016 2015 Assets (liabilities) acquired (assumed) at fair value: Accounts receivable $ $ — Inventory Property and equipment Intangibles — Goodwill Other assets Accrued liabilities Other liabilities Purchase price Purchase price holdback included in other long-term liabilities — Inventory purchases financed via floor plan Cash payment net of holdback and floor plan financing $ $ |
Segments Information (Tables) -
Segments Information (Tables) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
Reportable segment revenue | Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, total assets, and capital expenditures are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Revenue: Consumer Services and Plans $ $ $ $ Retail Total consolidated revenue $ $ $ $ |
Reportable segment income | Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, total assets, and capital expenditures are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Segment income: Consumer Services and Plans $ $ $ $ Retail Total segment income Corporate and other selling, general and administrative expense Depreciation and amortization Other interest expense, net Other income (expense) — Income from operations before income taxes $ $ $ $ |
Depreciation and amortization and other interest expense, net | Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, total assets, and capital expenditures are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Depreciation and amortization: Consumer Services and Plans $ $ $ $ Retail Total depreciation and amortization $ $ $ $ Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Other interest expense, net: Consumer Services and Plans $ $ $ $ Retail Total Corporate and other Total other interest expense, net $ $ $ $ |
Earnings Per Unit (Tables) - CW
Earnings Per Unit (Tables) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | |
CWGS Enterprises, LLC and Subsidiaries | |
Pro forma basic and diluted earnings per unit | For the three months ended For the nine months ended September 30, September 30, (in thousands, except per unit amounts) 2016 2015 2016 2015 Numerator: Net Income $ $ $ $ Denominator: Pro forma weighted average units outstanding - basic Pro Forma Weighted average units outstanding - diluted Pro forma earnings per unit - basic $ $ $ $ Pro forma earnings per unit - diluted $ $ $ $ |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Initial Public Offering (Details) - CWGS Enterprises, LLC and Subsidiaries - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Nov. 09, 2016 | Oct. 13, 2016 | Oct. 06, 2016 |
IPO | Common Class A | |||
IPO | |||
Shares issued (in shares) | 11,363,636 | ||
Price per share (in shares) | $ 22 | ||
Proceeds from IPO | $ 233.4 | ||
Units issued in exchange | 11,363,636 | ||
Over-Allotment Option | Common Class A | |||
IPO | |||
Shares issued (in shares) | 508,564 | ||
Proceeds from IPO | $ 10.4 | ||
Units issued in exchange | 508,564 | ||
CWGS Enterprises, LLC and Subsidiaries | |||
IPO | |||
Units issued in exchange | 71,899,630 | ||
CWGS Enterprises, LLC and Subsidiaries | IPO | Common Class A | |||
IPO | |||
Units issued in exchange | 11,363,636 | ||
CWGS Enterprises, LLC and Subsidiaries | Over-Allotment Option | Common Class A | |||
IPO | |||
Shares issued (in shares) | 508,564 | ||
Proceeds from IPO | $ 10.4 | ||
Units issued in exchange | 508,564 | 11,363,636 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Description of Business (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended | |
Sep. 30, 2016segmentitem | Sep. 30, 2016item | |
Segments Information | ||
Number of primary businesses | 2 | 2 |
Number of Camping World retail locations | 120 | 120 |
New and used RVs, financing, and other ancillary services, protection plans, and products for the RV purchaser | ||
Segments Information | ||
Number of Camping World retail locations | 103 | 103 |
Inventories, Net and Floor Pl44
Inventories, Net and Floor Plan Payable - Inventories (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventories | ||
Inventories | $ 808,089 | $ 868,939 |
New RV vehicles | ||
Inventories | ||
Inventories | 620,746 | 620,499 |
Used RV vehicles | ||
Inventories | ||
Inventories | 89,017 | 164,381 |
Parts, accessories and miscellaneous | ||
Inventories | ||
Inventories | $ 98,326 | $ 84,059 |
Inventories, Net and Floor Pl45
Inventories, Net and Floor Plan Payable - Floor Plan Payable (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - Line of Credit $ in Millions | Jul. 01, 2016USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Floor Plan Facility | |||||
Floor Plan Payable | |||||
Interest expense | $ 14.9 | $ 9.4 | |||
Notes Payable to Banks | Floor Plan Facility | |||||
Floor Plan Payable | |||||
Maximum borrowing capacity | $ 1,180 | $ 880 | |||
Notes Payable to Banks | Floor Plan Facility, floor plan notes | |||||
Floor Plan Payable | |||||
Amount outstanding | $ 532.5 | $ 598.4 | |||
Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | |||||
Floor Plan Payable | |||||
Variable rate spread (as a percent) | 2.05% | 2.40% | |||
Variable rate basis (as a percent) | 0.52 | 0.36 | |||
Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Minimum | |||||
Floor Plan Payable | |||||
Variable rate spread (as a percent) | 2.05% | ||||
Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Maximum | |||||
Floor Plan Payable | |||||
Variable rate spread (as a percent) | 2.50% | ||||
Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Minimum | |||||
Floor Plan Payable | |||||
Variable rate spread (as a percent) | 0.55% | ||||
Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Maximum | |||||
Floor Plan Payable | |||||
Variable rate spread (as a percent) | 1.00% | ||||
Letter of Credit | Floor Plan Facility, letters of credit | |||||
Floor Plan Payable | |||||
Amount outstanding | $ 7.3 | $ 7.3 | |||
Maximum borrowing capacity | $ 15 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets - Change in Goodwill (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill | |
Balance | $ 112,940 |
Goodwill related to acquisitions | 35,786 |
Balance | 148,726 |
Consumer Services and Plans | |
Goodwill | |
Balance | 49,944 |
Balance | 49,944 |
Retail | |
Goodwill | |
Balance | 62,996 |
Goodwill related to acquisitions | 35,786 |
Balance | $ 98,782 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Intangible Assets | ||
Gross membership and customer lists | $ 9,486 | $ 6,712 |
Less: accumulated amortization | (5,765) | (5,060) |
Intangible assets, net | $ 3,721 | $ 1,652 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Finite-lived Intangible Assets Weighted-average Useful Lives (Details) - CWGS Enterprises, LLC and Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
CWGS Enterprises, LLC and Subsidiaries | Weighted Average | |
Intangible Assets | |
Useful lives (in years) | 5 years |
Long-Term Debt - Tabular Disclo
Long-Term Debt - Tabular Disclosure (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Long-Term Debt | ||
Term Loan Facility | $ 816,345 | $ 725,393 |
Less: current maturities | (46,922) | (52,089) |
Long-term debt, net of current maturities | 769,423 | 673,304 |
Original issue discount | 4,700 | 4,900 |
Finance costs | $ 11,800 | $ 11,100 |
Long-Term Debt - CWGS Credit Fa
Long-Term Debt - CWGS Credit Facility - Borrowings (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 21, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 20, 2013 |
Long-Term Debt | |||||||
Original issue discount | $ 4,900 | $ 4,700 | |||||
Cash distribution to members | $ 100,000 | $ 214,782 | $ 206,139 | ||||
Secured Debt | Line of Credit | Exisiting Senior Secured Credit Facility | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 545,000 | ||||||
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | 828,200 | 525,000 | |||||
Original issue discount | $ 5,300 | ||||||
Original issue discount (as a percentage) | 1.00% | ||||||
Maximum borrowing capacity, increase in capacity | 135,000 | $ 55,000 | $ 95,000 | $ 117,000 | |||
Original issue discount from increase in capacity | $ 16,500 | ||||||
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 20,000 |
Long-Term Debt - CWGS Credit 51
Long-Term Debt - CWGS Credit Facility - Interest, Fees, and Principal Payments (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - Secured Debt - USD ($) $ in Millions | May 09, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | |||
Long-Term Debt | |||
Principal payment frequency | quarterly | ||
Quarterly scheduled principal payment | $ 8.9 | ||
Prepayment requirement as a percentage of excess cash flow (as a percent) | 50.00% | ||
Prepayment requirement as a percentage of excess cash flow, reduced amount (as a percent) | 25.00% | ||
Excess cash flow offer | $ 16.1 | ||
Principal prepayment offered and paid | $ 12 | ||
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Minimum | |||
Long-Term Debt | |||
Prepayment requirement as a percentage of excess cash flow, reduced amount, leverage ratio | 2 | ||
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Maximum | |||
Long-Term Debt | |||
Prepayment requirement as a percentage of excess cash flow, reduced amount, leverage ratio | 2.50 | ||
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option One | London Interbank Offered Rate (LIBOR) | |||
Long-Term Debt | |||
Variable rate basis floor (as a percent) | 1.00% | ||
Variable rate spread (as a percent) | 4.75% | ||
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two | |||
Long-Term Debt | |||
Alternate base rate (as a percent) | 3.75% | ||
Base rate spread (as a percent) | 2.00% | ||
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two | Federal Funds Effective Rate | |||
Long-Term Debt | |||
Variable rate spread (as a percent) | 0.50% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | |||
Long-Term Debt | |||
Commitment fee (as a percent) | 0.50% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option One | |||
Long-Term Debt | |||
Variable rate basis floor (as a percent) | 1.00% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option One | Minimum | |||
Long-Term Debt | |||
Alternate base rate (as a percent) | 4.25% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option One | Maximum | |||
Long-Term Debt | |||
Alternate base rate (as a percent) | 4.50% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | |||
Long-Term Debt | |||
Base rate spread (as a percent) | 2.00% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Minimum | |||
Long-Term Debt | |||
Alternate base rate (as a percent) | 3.25% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Maximum | |||
Long-Term Debt | |||
Alternate base rate (as a percent) | 3.50% | ||
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Federal Funds Effective Rate | |||
Long-Term Debt | |||
Variable rate spread (as a percent) | 0.50% |
Long-Term Debt - CWGS Credit 52
Long-Term Debt - CWGS Credit Facility - General Information (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Long-Term Debt | ||
Amount outstanding | $ 816,345 | $ 725,393 |
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | ||
Long-Term Debt | ||
Interest rate (as a percent) | 5.75% | |
Amount outstanding | $ 828,200 | |
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | ||
Long-Term Debt | ||
Maximum amount allocated to letters of credit | 10,000 | |
Permitted borrowings | 20,000 | |
Available borrowings | 16,300 | |
Amount outstanding | 0 | |
Secured Debt | Letter of Credit | Senior Secured Credit Facility, Letters of Credit | ||
Long-Term Debt | ||
Available borrowings | $ 3,700 |
Right to Use Liabilities - Gene
Right to Use Liabilities - General Information (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016USD ($)item | Mar. 31, 2016USD ($)lease | Sep. 30, 2016USD ($)leaseitem | |
Right to Use Liabilities | |||
Number of operating leases | lease | 2 | 3 | |
Right to use assets derecognized | $ 4.6 | $ 15.4 | $ 20 |
Right to use liabilities derecognized | $ 4.7 | $ 15.4 | $ 20.1 |
Number of month's rent the lease deposit is less than | item | 2 | 2 |
Right to Use Liabilities - Righ
Right to Use Liabilities - Right to Use Assets (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Right to Use Assets | ||
Right to use assets | $ 10,673 | $ 31,757 |
Accumulated depreciation | (602) | (1,457) |
Right to use assets, net | $ 10,071 | $ 30,300 |
Right to Use Liabilities - Futu
Right to Use Liabilities - Future Changes in the Right to Use Liabilities (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Right to Use Liabilities | |
2,016 | $ 218 |
2,017 | 872 |
2,018 | 583 |
2,019 | 486 |
2,020 | 486 |
Thereafter | 14,300 |
Total minimum lease payments | 16,945 |
Amounts representing interest | (6,566) |
Present value of net minimum right to use liabilities payments | 10,379 |
Scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months rent | $ 5,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Carrying Value | ||
Fair Value Measurements | ||
Term Loan Facility | $ 816,345 | $ 725,393 |
Level 1 | Fair Value | ||
Fair Value Measurements | ||
Term Loan Facility | $ 837,033 | $ 731,288 |
Commitments and Contingencies57
Commitments and Contingencies (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - Sponsorship Agreements, Sponsorship Fees Payable $ in Thousands | Sep. 30, 2016USD ($) |
Commitments and Contingencies | |
2,016 | $ 1,000 |
2,017 | 1,200 |
2,018 | 2,500 |
2,019 | 2,600 |
2,020 | 1,300 |
Thereafter | 5,700 |
Total | $ 14,300 |
Statement of Cash Flows - Suppl
Statement of Cash Flows - Supplemental Disclosure of Cash Flow Information (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash paid during the period for: | ||
Interest | $ 50,705 | $ 44,555 |
Income taxes | $ 1,354 | $ 1,143 |
Statement of Cash Flows - Speci
Statement of Cash Flows - Special Distributions (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries $ in Thousands | Sep. 21, 2016USD ($) | Sep. 30, 2016USD ($)item | Sep. 30, 2016USD ($)item | Sep. 30, 2015USD ($) |
Membership units | ||||
Special distributions | $ 100,000 | $ 214,782 | $ 206,139 | |
Assets and real property of an RV dealership group acquired in September 2016 | ||||
Membership units | ||||
Purchase Price | $ 8,200 | |||
Receipt of tenant improvement | 700 | |||
M & P Productions Inc | ||||
Membership units | ||||
Cash paid for acquisition | $ 1,400 | |||
Number of RV shows | item | 5 | 5 | ||
Customer deposits | $ 200 | $ 200 |
Statement of Cash Flows - AutoM
Statement of Cash Flows - AutoMatch Distribution (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Jun. 13, 2016 | Sep. 30, 2016 |
Membership units | ||
Non-cash distribution declared | $ 38,838 | |
AutoMatch Distribution | ||
Membership units | ||
Non-cash distribution declared | $ 38,800 | |
Non-cash distribution declared, contracts in transit | 1,000 | |
Non-cash distribution declared, accounts receivable | 300 | |
Non-cash distribution declared, inventory | 20,300 | |
Non-cash distribution declared, property and equipment | 17,100 | |
Non-cash distribution declared, prepaid expenses and other assets | $ 100 |
Statement of Cash Flows - Equip
Statement of Cash Flows - Equipment Acquired through Capital Lease Arrangements (Details) - CWGS Enterprises, LLC and Subsidiaries $ in Millions | 1 Months Ended |
Jan. 31, 2016USD ($) | |
CWGS Enterprises, LLC and Subsidiaries | |
Capital lease arrangements | |
Equipment acquired through third party capital lease arrangements | $ 2 |
Statement of Cash Flows - Derec
Statement of Cash Flows - Derecognition of Right to Use Assets and Right to Use Liabilities (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016USD ($)item | Mar. 31, 2016USD ($)lease | Sep. 30, 2016USD ($)leaseitem | |
Right to Use Liabilities | |||
Right to use assets derecognized | $ 4.6 | $ 15.4 | $ 20 |
Right to use liabilities derecognized | $ 4.7 | $ 15.4 | $ 20.1 |
Number of operating leases | lease | 2 | 3 | |
Number of month's rent the lease deposit is less than | item | 2 | 2 |
Statement of Cash Flows - Acqui
Statement of Cash Flows - Acquisitions - General Information (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries $ in Millions | 1 Months Ended |
Jan. 31, 2016USD ($)item | |
Assets and real property of an RV dealership group acquired in January 2016 | |
Acquisitions | |
Number of locations | item | 4 |
Purchase Price | $ 58.9 |
Real properties purchased | 9.5 |
Purchase funded through floor plan | 22.6 |
Assets of a wholesale parts dealer acquired in January 2016 | |
Acquisitions | |
Purchase Price | $ 1.4 |
Statement of Cash Flows - Acq64
Statement of Cash Flows - Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - Assets of a wholesale parts dealer acquired in January 2016 $ in Millions | Jan. 31, 2016USD ($) |
Acquisitions | |
Inventory | $ 1.2 |
Intangible assets | 1.3 |
Receivables | 1 |
Prepaid expenses | 0.1 |
Accrued liabilities | $ (2.2) |
Statement of Cash Flows - Real
Statement of Cash Flows - Real Property Capitalized (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Right to Use Assets and Liabilities | |
Right to use assets capitalized | $ 15.3 |
Right to use liabilities recorded | $ 15.3 |
Acquisitions - General Informat
Acquisitions - General Information (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - Assets or stock of multiple dealership locations acquired during the first quarters of 2015 and 2016 - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Acquisitions | |||
Real properties purchased | $ 12.9 | $ 44.5 | |
Real properties sold in sale-leaseback transactions | $ 7.3 | $ 33.6 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Assets (liabilities) acquired (assumed) at fair value: | |||
Goodwill | $ 148,726 | $ 112,940 | |
Assets or stock of multiple dealership locations acquired during the first quarters of 2015 and 2016 | |||
Assets (liabilities) acquired (assumed) at fair value: | |||
Accounts receivable | 944 | ||
Inventory | 29,713 | $ 77,167 | |
Property and equipment | 635 | 842 | |
Intangibles | 2,774 | ||
Goodwill | 35,786 | 50,224 | |
Other assets | 142 | (544) | |
Accrued liabilities | (2,231) | (624) | |
Other liabilities | (75) | (1,111) | |
Purchase price | $ 67,688 | $ 125,954 |
Acquisitions - Purchase Price (
Acquisitions - Purchase Price (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - Assets or stock of multiple dealership locations acquired during the first quarters of 2015 and 2016 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Acquisitions | ||
Purchase Price | $ 67,688 | $ 125,954 |
Purchase price holdback included in other long-term liabilities | (1,500) | |
Inventory purchases financed via floor plan | (22,265) | (59,794) |
Cash payment net of holdback and floor plan financing | $ 45,423 | $ 64,660 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - Assets or stock of multiple dealership locations acquired during the first quarters of 2015 and 2016 - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Acquisitions | ||
Revenue | $ 258.6 | $ 179.4 |
Pre-tax income | $ 6.7 | $ 6 |
Member Unit Redemption (Details
Member Unit Redemption (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) | Apr. 06, 2016 | Sep. 30, 2016 |
Membership units | ||
Profit Units redeemed | $ 16,940,000 | |
Board of Directors Chairman | ||
Membership units | ||
Profit Units redeemed (in shares) | 1,763 | |
Profit Units redeemed | $ 17,000,000 | |
Profit Units redeemed, cash portion | 13,000,000 | |
Equity based compensation expense | 60,200 | |
Board of Directors Chairman | Notes Payable, Other Payables | Note Payable to Board of Directors Chairman and Chief Executive Officer | ||
Membership units | ||
Profit Units redeemed, note payable portion | $ 4,000,000 | |
Interest rate (as a percent) | 3.00% | |
Principal payment | $ 1,500,000 | |
Principal payment frequency | May 1, 2016 and June 1, 2016 |
AutoMatch Distribution (Details
AutoMatch Distribution (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | Sep. 21, 2016 | Sep. 07, 2016 | Jun. 17, 2016 | Jun. 13, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Membership units | ||||||
Non-cash distribution declared | $ 38,838 | |||||
Cash distribution declared | 197,782 | |||||
Cash distribution to members | $ 100,000 | $ 214,782 | $ 206,139 | |||
AutoMatch Distribution | ||||||
Membership units | ||||||
Distribution declared | $ 42,700 | |||||
Non-cash distribution declared | 38,800 | |||||
Cash distribution declared | $ 1,600 | $ 3,800 | ||||
Cash distribution to members | $ 200 | $ 3,600 | ||||
Transition service agreement period (in days) | 120 days |
Segments Information - General
Segments Information - General Information (Details) - CWGS Enterprises, LLC and Subsidiaries - 9 months ended Sep. 30, 2016 | segment | item |
CWGS Enterprises, LLC and Subsidiaries | ||
Segments Information | ||
Number of reportable segments | 2 | 2 |
Segments Information - Revenue
Segments Information - Revenue (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segments Information | ||||
Revenue | $ 1,005,987 | $ 961,966 | $ 2,900,094 | $ 2,676,853 |
Consumer Services and Plans | ||||
Segments Information | ||||
Revenue | 45,442 | 40,902 | 135,868 | 127,747 |
Retail | ||||
Segments Information | ||||
Revenue | $ 960,545 | $ 921,064 | $ 2,764,226 | $ 2,549,106 |
Segments Information - Segment
Segments Information - Segment Income (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segments Information | ||||
Total segment income | $ 87,003 | $ 76,076 | $ 245,751 | $ 219,717 |
Selling, general, and administrative expense | (188,858) | (176,466) | (544,954) | (492,345) |
Depreciation and amortization | (6,219) | (6,387) | (18,144) | (17,785) |
Other interest expense, net | (12,715) | (14,414) | (38,040) | (40,776) |
Other income (expense) | 1 | (2) | 1 | |
Income before income taxes | 69,966 | 58,650 | 192,858 | 169,548 |
Operating Segments | ||||
Segments Information | ||||
Total segment income | 89,911 | 80,114 | 251,464 | 230,136 |
Other interest expense, net | (1,486) | (4,305) | (4,262) | (11,427) |
Corporate, Non-Segment | ||||
Segments Information | ||||
Selling, general, and administrative expense | (1,011) | (664) | (2,420) | (2,028) |
Other interest expense, net | (11,229) | (10,109) | (33,778) | (29,349) |
Consumer Services and Plans | ||||
Segments Information | ||||
Depreciation and amortization | (926) | (917) | (2,777) | (2,706) |
Consumer Services and Plans | Operating Segments | ||||
Segments Information | ||||
Total segment income | 19,847 | 18,210 | 63,948 | 58,476 |
Other interest expense, net | (4) | (7) | (12) | (26) |
Retail | ||||
Segments Information | ||||
Depreciation and amortization | (5,293) | (5,470) | (15,367) | (15,079) |
Retail | Operating Segments | ||||
Segments Information | ||||
Total segment income | 70,064 | 61,904 | 187,516 | 171,660 |
Other interest expense, net | $ (1,482) | $ (4,298) | $ (4,250) | $ (11,401) |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segments Information | ||||
Depreciation and amortization | $ 6,219 | $ 6,387 | $ 18,144 | $ 17,785 |
Consumer Services and Plans | ||||
Segments Information | ||||
Depreciation and amortization | 926 | 917 | 2,777 | 2,706 |
Retail | ||||
Segments Information | ||||
Depreciation and amortization | $ 5,293 | $ 5,470 | $ 15,367 | $ 15,079 |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segments Information | ||||
Other interest expense, net | $ 12,715 | $ 14,414 | $ 38,040 | $ 40,776 |
Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | 1,486 | 4,305 | 4,262 | 11,427 |
Corporate, Non-Segment | ||||
Segments Information | ||||
Other interest expense, net | 11,229 | 10,109 | 33,778 | 29,349 |
Consumer Services and Plans | Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | 4 | 7 | 12 | 26 |
Retail | Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | $ 1,482 | $ 4,298 | $ 4,250 | $ 11,401 |
Earnings Per Unit (Details) - C
Earnings Per Unit (Details) - CWGS Enterprises, LLC and Subsidiaries - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ / shares in Units, $ in Thousands | Oct. 06, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Numerator: | |||||
Net income | $ 67,678 | $ 57,505 | $ 188,220 | $ 166,195 | |
Denominator: | |||||
Pro forma weighted average units outstanding - basic | 71,899,630 | 71,899,630 | 71,899,630 | 71,899,630 | |
Potential dilutive securities | 0 | ||||
Pro Forma Weighted average units outstanding - diluted | 71,899,630 | 71,899,630 | 71,899,630 | 71,899,630 | |
Pro Forma Earnings per unit - basic | $ 0.94 | $ 0.80 | $ 2.62 | $ 2.31 | |
Pro Forma Earnings per unit - diluted | $ 0.94 | $ 0.80 | $ 2.62 | $ 2.31 | |
Subsequent Event | |||||
Units issued in exchange | 71,899,630 |
Subsequent Events (Details) - C
Subsequent Events (Details) - CWGS Enterprises, LLC and Subsidiaries - USD ($) $ / shares in Units, $ in Thousands | Nov. 09, 2016 | Nov. 08, 2016 | Nov. 04, 2016 | Oct. 13, 2016 | Oct. 06, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 21, 2016 | Nov. 20, 2013 |
CWGS Enterprises, LLC and Subsidiaries | |||||||||
Repayment of term loan facility | $ 43,615 | $ 26,627 | |||||||
Subsequent Event | IPO | Stock options | |||||||||
Granted (in shares) | 1,134,809 | ||||||||
Subsequent Event | IPO | Restricted Stock Units (RSUs) | |||||||||
Granted (in shares) | 145,282 | ||||||||
Subsequent Event | IPO | Common Class A | |||||||||
Shares issued (in shares) | 11,363,636 | ||||||||
Price per share (in shares) | $ 22 | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 233,400 | ||||||||
Units issued in exchange | 11,363,636 | ||||||||
Subsequent Event | Over-Allotment Option | Common Class A | |||||||||
Shares issued (in shares) | 508,564 | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 10,400 | ||||||||
Units issued in exchange | 508,564 | ||||||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | |||||||||
Units issued in exchange | 71,899,630 | ||||||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | CWH BR LLC | |||||||||
Units held | 18,935,916 | ||||||||
Interest (as a percent) | 22.60% | ||||||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Common Class A | 2016 Plan | |||||||||
Granted (in shares) | 14,693,518 | ||||||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Common Class A | 2016 Plan | Stock options | |||||||||
Granted (in shares) | 1,134,809 | ||||||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Common Class A | 2016 Plan | Restricted Stock Units (RSUs) | |||||||||
Granted (in shares) | 145,282 | ||||||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | IPO | Common Class A | |||||||||
Units issued in exchange | 11,363,636 | ||||||||
Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Over-Allotment Option | Common Class A | |||||||||
Shares issued (in shares) | 508,564 | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | $ 10,400 | ||||||||
Units issued in exchange | 508,564 | 11,363,636 | |||||||
Existing Senior Secured Credit Facility, Term Loan Facility | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | |||||||||
Repayment of term loan facility | $ 200,400 | ||||||||
Secured Debt | New Senior Secured Credit Facility | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Line of Credit | |||||||||
Maximum borrowing capacity | $ 680,000 | ||||||||
Secured Debt | New Senior Secured Credit Facility Term Loan Facility | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Line of Credit | |||||||||
Maximum borrowing capacity | $ 645,000 | ||||||||
Term | 7 years | ||||||||
Secured Debt | New Senior Secured Credit Facility Revolving Credit Facility | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Revolving Credit Facility | |||||||||
Maximum borrowing capacity | $ 35,000 | ||||||||
Term | 5 years | ||||||||
Secured Debt | Exisiting Senior Secured Credit Facility | CWGS Enterprises, LLC and Subsidiaries | Line of Credit | |||||||||
Maximum borrowing capacity | $ 545,000 | ||||||||
Secured Debt | Existing Senior Secured Credit Facility, Term Loan Facility | CWGS Enterprises, LLC and Subsidiaries | Line of Credit | |||||||||
Maximum borrowing capacity | $ 828,200 | 525,000 | |||||||
Secured Debt | Existing Senior Secured Credit Facility, Revolving Credit Facility | CWGS Enterprises, LLC and Subsidiaries | Revolving Credit Facility | |||||||||
Maximum borrowing capacity | $ 20,000 | ||||||||
London Interbank Offered Rate (LIBOR) | New Senior Secured Credit Facility Revolving Credit Facility | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Revolving Credit Facility | |||||||||
Variable rate spread (as a percent) | 3.50% | ||||||||
London Interbank Offered Rate (LIBOR) | Secured Debt | New Senior Secured Credit Facility Term Loan Facility | Subsequent Event | CWGS Enterprises, LLC and Subsidiaries | Line of Credit | |||||||||
Variable rate spread (as a percent) | 3.75% | ||||||||
Variable rate basis floor (as a percent) | 0.75% | ||||||||
Mandatory amortization of new credit facility (as a percent) | 1.00% |