Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 12, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | Camping World Holdings, Inc. | ||
Entity Central Index Key | 1,669,779 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 720,383,000 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 36,799,978 | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 50,836,629 | ||
Class C common stock | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 224,163 | $ 114,196 |
Contracts in transit | 46,227 | 29,012 |
Accounts receivable, less allowance for doubtful accounts of $2,700 and $2,920 in 2017 and 2016, respectively | 79,881 | 58,488 |
Inventories, net | 1,415,915 | 902,711 |
Prepaid expenses and other assets | 32,721 | 21,755 |
Total current assets | 1,798,907 | 1,126,162 |
Property and equipment, net | 198,022 | 130,760 |
Deferred tax assets, net | 155,551 | 24,433 |
Intangibles assets, net | 38,707 | 3,386 |
Goodwill | 348,387 | 153,105 |
Other assets | 21,903 | 17,931 |
Total assets | 2,561,477 | 1,455,777 |
Current liabilities: | ||
Accounts payable | 125,616 | 68,655 |
Accrued liabilities | 101,929 | 78,044 |
Deferred revenues and gains | 77,669 | 71,128 |
Current portion of capital lease obligations | 844 | 1,224 |
Current portion of Tax Receivable Agreement liability | 8,093 | 991 |
Current portion of long-term debt | 9,465 | 6,450 |
Notes payable - floor plan, net | 974,043 | 625,185 |
Other current liabilities | 22,510 | 16,745 |
Total current liabilities | 1,320,169 | 868,422 |
Capital lease obligations, net of current portion | 23 | 841 |
Right to use liability | 10,193 | 10,343 |
Tax Receivable Agreement liability, net of current portion | 129,596 | 18,190 |
Long-term debt, net of current portion | 907,437 | 620,303 |
Deferred revenues and gains | 64,061 | 57,659 |
Other long-term liabilities | 39,161 | 24,156 |
Total liabilities | 2,470,640 | 1,599,914 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, par value $0.01 per share - 20,000,000 shares authorized; none issued and outstanding as of December 31, 2017 and December 31, 2016 | ||
Additional paid-in capital | 49,941 | (30,006) |
Retained earnings | 6,192 | 71 |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | 56,505 | (29,740) |
Non-controlling interests | 34,332 | (114,397) |
Total stockholders' equity (deficit) | 90,837 | (144,137) |
Total liabilities and stockholders' equity (deficit) | 2,561,477 | 1,455,777 |
Class A common stock | ||
Stockholders' equity (deficit): | ||
Common stock | 367 | 189 |
Total stockholders' equity (deficit) | 367 | 189 |
Class B common stock | ||
Stockholders' equity (deficit): | ||
Common stock | 5 | 6 |
Total stockholders' equity (deficit) | 5 | 6 |
Class C common stock | ||
Stockholders' equity (deficit): | ||
Common stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' equity (deficit) | ||
Allowance for doubtful accounts | $ 2,700 | $ 2,920 |
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Class A common stock | ||
Stockholders' equity (deficit) | ||
Preferred stock authorized | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, issued | 36,758,233 | 18,935,916 |
Common stock, outstanding | 36,749,072 | 18,935,916 |
Class B common stock | ||
Stockholders' equity (deficit) | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 69,066,445 | 69,066,445 |
Common stock, outstanding | 50,836,629 | 62,002,729 |
Class C common stock | ||
Stockholders' equity (deficit) | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1 | 1 |
Common stock, issued | 1 | 1 |
Common stock, outstanding | 1 | 1 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenue: | ||||
Total revenue | $ 4,285,255 | $ 3,518,997 | $ 3,278,817 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 3,038,916 | 2,522,574 | 2,379,790 | |
Operating expenses: | ||||
Selling, general, and administrative | 853,160 | 691,884 | 634,890 | |
Debt restructure expense | 387 | 1,218 | ||
Depreciation and amortization | 31,545 | 24,695 | 24,101 | |
(Gain) on sale of assets | (133) | (564) | (237) | |
Total operating expenses | 884,959 | 717,233 | 658,754 | |
Income from operations | 361,380 | 279,190 | 240,273 | |
Other income (expense): | ||||
Floor plan interest expense | (27,690) | (18,854) | (11,248) | |
Other interest expense, net | (42,959) | (48,318) | (53,377) | |
Loss on debt restructure | (462) | (5,052) | ||
Tax Receivable Agreement liability adjustment | 99,687 | |||
Other expense, net | 1 | |||
Total other income (expense) | 28,576 | (72,224) | (64,624) | |
Income before income taxes | 389,956 | 206,966 | 175,649 | |
Income tax expense | (156,982) | (5,907) | (1,356) | |
Net income | 232,974 | 201,059 | 174,293 | |
Less: net income attributable to non-controlling interests | (204,612) | (9,942) | ||
Net income attributable to Camping World Holdings, Inc. | $ 28,362 | $ 191,117 | 174,293 | |
Weighted average shares of Class A common stock outstanding (1): | ||||
Dividends declared per share | $ 0.74 | $ 0.08 | ||
Class A common stock | ||||
Other income (expense): | ||||
Net income | $ 232,974 | $ 11,528 | ||
Less: net income attributable to non-controlling interests | $ (204,612) | $ (9,942) | ||
Earnings (loss) per share of Class A common stock (1): | ||||
Basic | [1] | $ 1.07 | $ 0.08 | |
Diluted | [1] | $ 1.07 | $ 0.07 | |
Weighted average shares of Class A common stock outstanding (1): | ||||
Basic | [1] | 26,622 | 18,766 | |
Diluted | [1] | 26,622 | 83,602 | |
Consumer services and plans | ||||
Revenue: | ||||
Total revenue | $ 195,614 | $ 184,773 | 174,600 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 81,822 | 79,272 | 81,749 | |
Retail | ||||
Revenue: | ||||
Total revenue | 4,089,641 | 3,334,224 | 3,104,217 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 2,957,094 | 2,443,302 | 2,298,041 | |
Retail | New vehicles | ||||
Revenue: | ||||
Total revenue | 2,435,928 | 1,862,195 | 1,603,258 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 2,086,229 | 1,596,863 | 1,375,163 | |
Retail | Used vehicles | ||||
Revenue: | ||||
Total revenue | 668,860 | 703,326 | 803,879 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 506,093 | 557,253 | 647,889 | |
Retail | Parts, services and other | ||||
Revenue: | ||||
Total revenue | 652,819 | 540,019 | 507,810 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 364,772 | 289,186 | 274,989 | |
Retail | Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | $ 332,034 | $ 228,684 | $ 189,270 | |
[1] | Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 21 — Earnings Per Share. |
Consolidated Statement Stockhol
Consolidated Statement Stockholders' and Members Equity (Deficit) - USD ($) $ in Thousands | Member Unit | Members' Deficit | Additional Paid-in Capital | Retained Earnings (Deficit) | Non-controlling Interest | Class A common stock | Class B common stock | Class C common stock | Total |
Balance at Dec. 31, 2014 | $ (250,675) | $ (250,675) | |||||||
Balance (in shares) at Dec. 31, 2014 | 154,401 | ||||||||
Increase (Decrease) in Members' Equity (Deficit) | |||||||||
Members' distributions | (230,777) | (230,777) | |||||||
Net income | 174,293 | 174,293 | |||||||
Balance at Dec. 31, 2015 | (307,159) | (307,159) | |||||||
Balance (in shares) at Dec. 31, 2015 | 155,559 | ||||||||
Increase (Decrease) in Members' Equity (Deficit) | |||||||||
Membership units, issued (in shares) | 1,158 | ||||||||
Net income prior to the Reorganization Transactions (Restated) | 189,531 | 189,531 | |||||||
Membership units redeemed prior to the Reorganization Transactions | (17,000) | (17,000) | |||||||
Membership units redeemed prior to the Reorganization Transactions (in shares) | (1,763) | ||||||||
Members' distributions prior to the Reorganization Transactions | (197,922) | (197,922) | |||||||
Non-cash distributions prior to the Reorganization Transactions | (38,838) | (38,838) | |||||||
Equity-based compensation recognized prior to the Reorganization Transactions | 949 | 949 | |||||||
Effect of the Reorganization Transactions (Restated) | $ 370,439 | $ (21,887) | $ (334,047) | $ 71 | $ 6 | 14,582 | |||
Effect of the Reorganization Transactions (Restated) (in shares) | (153,796) | 7,064,000 | 62,003,000 | ||||||
Issuance of Class A common stock sold in a public offering, net of underwriting discounts, commissions and offering costs | 233,958 | $ 118 | 234,076 | ||||||
Issuance of Class A common stock sold in a public offering, net of underwriting discounts, commissions and offering costs (in shares) | 11,872,000 | ||||||||
Non-controlling interest adjustment for purchase of common units from CWGS, LLC with proceeds from a public offering | (234,486) | 234,486 | |||||||
Equity-based compensation recognized subsequent to Reorganization Transactions | 648 | 648 | |||||||
Distributions to holders of LLC Units | (21,223) | (21,223) | |||||||
Dividends | $ (1,515) | (1,515) | |||||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (11,794) | (11,794) | |||||||
Non-controlling interest adjustment | 3,555 | (3,555) | |||||||
Net income subsequent to the Reorganization Transactions | 1,586 | 9,942 | 11,528 | ||||||
Net income | $ 11,528 | 201,059 | |||||||
Balance at Dec. 31, 2016 | (30,006) | 71 | (114,397) | $ 189 | $ 6 | (144,137) | |||
Balance (in shares) at Dec. 31, 2016 | 18,935,916 | 62,002,729 | 1 | ||||||
Increase (Decrease) in Members' Equity (Deficit) | |||||||||
Issuance of Class A common stock sold in a public offering, net of underwriting discounts, commissions and offering costs | 121,203 | $ 46 | 121,249 | ||||||
Issuance of Class A common stock sold in a public offering, net of underwriting discounts, commissions and offering costs (in shares) | 4,600,000 | ||||||||
Non-controlling interest adjustment for purchase of common units from CWGS, LLC with proceeds from a public offering | (87,203) | 87,203 | |||||||
Issuance of Class A common stock for an acquisition by a subsidiary | 5,719 | $ 1 | 5,720 | ||||||
Issuance of Class A common stock for an acquisition by a subsidiary (in shares) | 164,000 | ||||||||
Non-controlling interest adjustment for capital contribution of Class A common stock for an acquisition by a subsidiary | (3,678) | 3,678 | |||||||
Equity-based compensation | 5,109 | 5,109 | |||||||
Exercise of stock options | 1,731 | $ 1 | 1,732 | ||||||
Exercise of stock options (in shares) | 80,000 | ||||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | (970) | 970 | |||||||
Vesting of restricted stock units | 257 | (257) | |||||||
Vesting of restricted stock units (in shares) | 33,000 | ||||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | 368 | 368 | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (9,000) | ||||||||
Redemption of LLC common units for Class A common stock | 175,487 | (881) | $ 130 | $ (1) | 174,735 | ||||
Redemption of LLC common units for Class A common stock (in shares) | 12,945,000 | (11,166,000) | |||||||
Distributions to holders of LLC Units | (149,633) | (149,633) | |||||||
Dividends | (22,241) | (22,241) | |||||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (134,303) | (134,303) | |||||||
Non-controlling interest adjustment | (3,037) | 3,037 | |||||||
Net income | 28,362 | 204,612 | $ 232,974 | 232,974 | |||||
Balance at Dec. 31, 2017 | $ 49,941 | $ 6,192 | $ 34,332 | $ 367 | $ 5 | $ 90,837 | |||
Balance (in shares) at Dec. 31, 2017 | 36,749,072 | 50,836,629 | 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income | $ 232,974 | $ 201,059 | $ 174,293 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 31,545 | 24,695 | 24,101 |
Equity-based compensation | 5,109 | 1,597 | |
Loss on debt restructure | 462 | 5,052 | |
(Gain) on sale of assets | (133) | (564) | (237) |
Provision for losses on accounts receivable | 839 | 1,332 | 2,180 |
Accretion of original issue discount | 942 | 1,127 | 1,010 |
Non-cash interest expense | 4,360 | 4,543 | 5,897 |
Deferred income taxes | 124,622 | 3,765 | (181) |
Tax Receivable Agreement liability adjustment | (99,687) | ||
Change in assets and liabilities, net of acquisitions: | |||
Receivables and contracts in transit | (38,019) | (10,932) | (8,840) |
Inventories | (342,780) | (30,964) | (108,899) |
Prepaid expenses and other assets | (11,827) | (4,625) | (6,944) |
Checks in excess of bank balance | 6,585 | (7,478) | 6,192 |
Accounts payable and other accrued expenses | 53,646 | 12,310 | 17,686 |
Payment pursuant to tax receivable agreement | (203) | ||
Accrued rent for cease-use locations | (91) | 945 | 420 |
Deferred revenue and gains | 12,943 | 6,143 | 5,397 |
Other, net | 9,619 | 7,686 | 68 |
Net cash (used in) provided by operating activities | (9,094) | 215,691 | 112,143 |
Investing activities | |||
Purchases of property and equipment | (66,780) | (39,782) | (41,437) |
Purchase of real property | (21,212) | (17,077) | (30,272) |
Proceeds from the sale of real property | 6,000 | 15,892 | 19,425 |
Purchases of businesses, net of cash acquired | (392,956) | (78,606) | (125,189) |
Proceeds from sale of property and equipment | 795 | 3,870 | 1,273 |
Purchase of intangible assets | (1,523) | ||
Net cash used in investing activities | (475,676) | (115,703) | (176,200) |
Financing activities | |||
Proceeds from long-term debt | 299,246 | 188,137 | 148,938 |
Payments on long-term debt | (7,916) | (288,520) | (36,647) |
Net borrowings on notes payable - floor plan, net | 358,478 | 34,785 | 167,387 |
Borrowings on revolver | 12,000 | ||
Payments on revolver | (12,000) | ||
Payments of principal on capital lease obligations | (1,198) | (1,465) | (737) |
Payments of principal on right to use liability | (150) | (200) | (1,351) |
Payment of debt issuance costs | (4,604) | (7,084) | (3,324) |
Dividends on Class A common stock | (22,241) | (1,515) | |
Proceeds from exercise of stock options | 1,728 | ||
Repurchases of Class A common stock for withholding taxes on vested RSUs | (368) | ||
Members' distributions | (149,633) | (236,146) | (228,894) |
Net cash provided by (used in) financing activities | 594,737 | (77,817) | 45,372 |
Increase in cash | 109,967 | 22,171 | (18,685) |
Cash at beginning of the year | 114,196 | 92,025 | 110,710 |
Cash at end of the year | 224,163 | 114,196 | $ 92,025 |
Class A common stock | |||
Operating activities | |||
Net income | 232,974 | 11,528 | |
Financing activities | |||
Proceeds from issuance of Class A common stock sold in an initial public offering net of underwriter discounts and commissions | 234,185 | ||
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts, commissions and offering expenses | $ 121,395 | ||
Class B common stock | |||
Financing activities | |||
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts, commissions and offering expenses | $ 6 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions (the “Reorganization Transactions”) that occurred on October 6, 2016 (see Note 18 — Stockholders’ Equity for a discussion of these transactions) resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of December 31, 2017 and 2016, CWH owned 41.5% and 22.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. As the Reorganization Transactions, discussed in Note 18 — Stockholders’ Equity, are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and related Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. All significant intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. Certain prior-period amounts have been reclassified to conform to the current period presentation. 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. Description of the Business CWH 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 primarily provides its retail offerings primarily through its Camping World, Gander Outdoors and Overton’s brands. 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 and used recreational vehicles (“RV”); parts and service, including RV accessories and supplies; camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment 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 outdoor enthusiasts. At December 31, 2017, the Company operated 140 Camping World retail locations, of which 124 locations sell new and used RV’s, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser and outdoor enthusiasts; two Gander Outdoors locations offering outdoor products and services; two Overton’s locations offering marine and watersports products; two TheHouse.com locations offering skiing, snowboarding, bicycling, and skateboarding products; five Uncle Dan’s locations offering outdoor products and services, and one W82 location offering skiing, snowboarding, and skateboarding products. Restatement to Prior Periods Following the purchase of newly-issued common units from CWGS, LLC in connection with the IPO, the Company’s deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis) (the “Outside Basis Deferred Tax Asset”). In connection with preparing its financial statements for the year ended December 31, 2017, the Company determined that a portion of the Outside Basis Deferred Tax Asset related to its acquisition of the direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Company were to dispose of its investment in CWGS, LLC, which the Company has no current plan to do. Accordingly, the Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its Outside Basis Deferred Tax Asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at December 31, 2017 the valuation allowance was $89.5 million, which includes the provisional decrease of $47.0 million during the year ended December 31, 2017 for the remeasurement of this deferred tax asset under the U.S. Tax Cuts and jobs Act of 2017 (“2017 Tax Act”). Because the Company’s consolidated financial statements as of and for the year ended December 31, 2016 included the Outside Basis Deferred Tax Asset, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2016 to reflect a valuation allowance against the portion of the deferred tax asset related to the outside basis difference of $102.7 million (the “Restatement”). There was no impact on net income or cash flows for the related periods affected by the Restatement. The Company also corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were also identified in connection with the preparation of the financial statements for the year ended December 31, 2017, and related to i) the lack of deferral of a portion of Good Sam roadside assistance policies sold through the finance and insurance process with the sale of new and used vehicles, ii) the application of a portion of certain vendor rebates against the related inventory balances, iii) the elimination of intercompany allocation of certain revenue from new and used vehicles to consumer services and plans, and iv) the allocation of the intercompany markup between costs applicable to new and used vehicles. To quantify these errors, management performed an analysis of deferred roadside assistance policies and vendor rebates applicable to ending inventory for the years ended December 31, 2016, 2015, 2014, and 2013 and the interim periods in 2017 and 2016. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108 and, determined the effect of these corrections was not material to the previously issued financial statements as of and for the years ended December 31, 2016 and 2015. As a result of also correcting these errors, new vehicles revenue, used vehicles revenue, finance and insurance, net revenue, costs applicable to revenue – new vehicles, costs applicable to revenue – used vehicles, all within the retail segment, and net income attributable to non-controlling interests and earnings per share, basic and diluted have been revised (the “Immaterial Adjustments”). There was no effect on any per share amounts prior to the quarter ended December 31, 2016 as such periods were before the Company’s IPO, see Note 21 — Earnings Per Share. Additionally, as a result of these errors, the cumulative effect of the change on stockholders’ /members’ deficit as of January 1, 2015, the earliest date presented in these consolidated financial statements, was $8.1 million from an as reported amount of $242.6 million to an as corrected amount of $250.7 million. The following table presents the effect of the Restatement and the Immaterial Adjustments on the Company’s consolidated balance sheets for the periods indicated: As of December 31, 2016 As of December 31, 2015 ($ in thousands) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Inventories $ 909,254 $ (6,543) $ 902,711 $ 861,847 $ (5,520) $ 856,327 Total current assets 1,132,705 (6,543) 1,126,162 1,050,981 (5,520) 1,045,461 Deferred tax asset 125,878 (101,445) 24,433 6,234 — 6,234 Total assets 1,563,765 (107,988) 1,455,777 1,338,105 (5,520) 1,332,585 Deferred revenues and gains, current portion 68,643 2,485 71,128 63,616 2,005 65,621 Total current liabilities 865,937 2,485 868,422 863,098 2,005 865,103 Deferred revenues and gains, long-term portion 52,210 5,449 57,659 52,151 4,774 56,925 Total liabilities 1,591,980 7,934 1,599,914 1,632,965 6,779 1,639,744 Additional paid-in capital 74,239 (104,245) (30,006) — — — Retained earnings 544 (473) 71 — — — Total stockholders' equity attributable to Camping World Holdings, Inc./ members' deficit 74,978 (104,718) (29,740) (294,860) (12,299) (307,159) Non-controlling interest (103,193) (11,204) (114,397) — — — Stockholders'/ members' equity (deficit) (28,215) (115,922) (144,137) (294,860) (12,299) (307,159) Total liabilities and stockholders' / members' equity (deficit) 1,563,765 (107,988) 1,455,777 1,338,105 (5,520) 1,332,585 The following table presents the effect of the Immaterial Adjustments on the Company’s consolidated statements of income for the periods indicated: Year Ended December 31, 2016 Year Ended December 31, 2015 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: New vehicles $ 1,866,182 $ (3,987) $ 1,862,195 $ 1,606,465 $ (3,207) $ 1,603,258 Used vehicles 705,893 (2,567) 703,326 806,399 (2,520) 803,879 Finance and insurance, net 229,839 (1,155) 228,684 190,820 (1,550) 189,270 Retail segment revenues 3,341,933 (7,709) 3,334,224 3,111,494 (7,277) 3,104,217 Total revenue 3,526,706 (7,709) 3,518,997 3,286,094 (7,277) 3,278,817 Costs applicable to revenue- new vehicles 1,604,534 (7,671) 1,596,863 1,379,156 (3,993) 1,375,163 Costs applicable to revenue- used vehicles 555,113 2,140 557,253 646,936 953 647,889 Retail segment costs applicable to revenue 2,448,833 (5,531) 2,443,302 2,301,081 (3,040) 2,298,041 Total costs applicable to revenue 2,528,105 (5,531) 2,522,574 2,382,830 (3,040) 2,379,790 Income from operations 281,368 (2,178) 279,190 244,510 (4,237) 240,273 Income before income taxes 209,144 (2,178) 206,966 179,886 (4,237) 175,649 Net income 203,237 (2,178) 201,059 178,530 (4,237) 174,293 Net income attributable to non-controlling interests (11,576) 1,634 (9,942) — — — Net income attributable to Camping World Holdings, Inc. 191,661 (544) 191,117 178,530 (4,237) 174,293 Earnings per share of Class A common stock: Basic $ 0.11 $ (0.03) $ 0.08 n/a n/a n/a Diluted $ 0.09 $ (0.02) $ 0.07 n/a n/a n/a While the error corrections did not have an impact on cash provided by or used in operating, investing, or financing activities, the applicable line items on the above tables within cash provided by operating activities on the consolidated statements of cash flows have been appropriately revised for the periods presented. The impact of these error corrections to relevant segment and quarterly financial information is presented in Notes 22 and 23 to these consolidated financial statements, respectively. Use of Estimates The preparation of 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying Consolidated Financial Statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long‑lived assets, assets held for sale, program cancellation reserves, and accruals related to self‑insurance programs, estimated tax liabilities and other liabilities. Cash and Cash Equivalents The Company considers all short‑term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short‑term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the Consolidated Balance Sheets, and changes in the amounts are reflected in operating cash flows in the accompanying Consolidated Statement of Cash Flows. Restricted Cash Restricted cash balances are pledged primarily in lieu of letters of credit. Restricted cash is expected to become available to the Company when the letters of credit are issued. Contracts in Transit Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. Concentration of Credit Risk The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to Camping World’s customers for the purchase of a vehicle in the normal course of business. These receivables are short‑term in nature and are from various financial institutions located throughout the United States. The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2017 and 2016 was approximately $227.9 million and $119.0 million, respectively. The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. Inventories, net Retail inventories consist primarily of new and used recreational vehicles held for sale valued using the specific‑identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer‑installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade‑in. Parts and accessories are valued at the lower of cost or net realizable value. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise and are stated at lower of first‑in, first‑out cost or net realizable value. Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight‑line method over the following estimated useful lives of the assets: Years Building and improvements Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3-12 Software 3-5 Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. Goodwill and Other Intangible Assets Goodwill is reviewed at least annually for impairment, and more often when impairment indicators are present (see Note 5 — Goodwill and Intangible Assets). Finite‑lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Finite‑lived intangible assets consist of membership and customer lists with weighted‑average useful lives of approximately 11.2 years, trademarks and trade names with weighted average useful lives of approximately 15.0 years, and websites with weighted-average useful lives of approximately 10.0 years. The weighted-average useful life of all our finite-lived intangible assists is approximately 12.4 years. Long‑Lived Assets Long‑lived assets included in property and equipment, net, including capitalized software costs to be held and used, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized to the extent the sum of the discounted estimated future cash flows from the use of the asset is less than the carrying value. For the Company’s major software systems, such as its accounting and membership systems, the Company’s capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post‑development stage costs. Self‑Insurance Program Self‑insurance reserves represent amounts established as a result of insurance programs under which the Company self‑insures portions of the business risks. The Company carries substantial premium‑paid, traditional risk transfer insurance for various business risks. The Company self‑insures and establishes reserves for the retention on workers’ compensation insurance, general liability, automobile liability, professional errors and omission liability, and employee health claims. The self‑insured claims liability was approximately $16.1 million and $11.3 million at December 31, 2017 and 2016, respectively. The determination of such claims and expenses and the appropriateness of the related liability are continually reviewed and updated. The self‑insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the random nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2017 and 2016, these letters of credit were approximately $12.2 million and $10.8 million, respectively. This includes $8.9 million and $7.6 million as of December 31, 2017 and 2016, respectively, issued under the FreedomRoads, LLC Floor Plan Facility (see Note 3 — Inventories and Notes Payable — Floor Plan, net), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 7 — Long ‑ Term Debt). Long‑Term Debt The fair value of the Company’s long‑term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customers, fees are fixed or determinable, and collectability is reasonably assured. Consumer Services and Plans revenue consists of revenue from membership clubs, publications, consumer shows, and marketing and royalty fees from various consumer services and plans. Certain Consumer Services and Plans revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18‑year period is used, which is the actuarially determined estimated fulfillment period. Roadside Assistance (“RA”) revenues are deferred and recognized over the life of the membership. RA claim expenses are recognized when incurred. Certain Consumer Services and Plans memberships may be sold bundled with a merchandise certificate to a Camping World retail location. The selling price of the membership is typically determined based on vendor specific objective evidence (“VSOE”) or, in the absence of VSOE, the selling price is determined by management's best estimate of selling price, which considers market and economic conditions, internal costs, pricing, and discounting practices. The selling price of the merchandise certificate is determined based management’s best estimated selling price, which considers the face value of the discount provided by the merchandise certificate and adjusts for the likelihood that the merchandise certificate will be redeemed. The bundled price is then allocated between the membership and merchandise certificate based on their relative selling prices. Royalty revenue is earned under the terms of an arrangement with a third‑party credit card provider based on a percentage of the Company’s co‑branded credit card portfolio retail spend with such third‑party credit card provider. Marketing fees for finance, insurance, extended service and other similar products are recognized, net of a reserve for estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. Promotional expenses, consisting primarily of direct‑mail advertising, are deferred and expensed over the period of expected future benefit, typically three months based on historical actual response rates. Renewal expenses are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded at the time of delivery, net of an estimated provision for returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. Subscription and newsstand revenues and expenses related to annual publications are deferred until the publications are distributed. Revenue and related expenses for consumer shows are recognized when the show occurs. Retail revenue consists of sales of new and used recreational vehicles, commissions on related finance and insurance contracts, and sales of parts, services and other products. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, and the sales price must be reasonably expected to be collected and delivery has occurred. Revenue from parts, services and other products sales is recognized on the delivery of the part or completion of the service. Finance and insurance revenue is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, and selling insurance and service contracts, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. A reserve for chargebacks is recorded as a reduction of revenues in the period in which the related revenue is recognized. Parts and Service Internal Profit The Company’s parts and service departments recondition the majority of used vehicles acquired by the Company’s used vehicle departments and perform minor preparatory work on new vehicles acquired by the Company’s new vehicle departments. The parts and service departments charge the new and used vehicle departments as if they were third parties in order to account for total activity performed by that department. The revenue and costs applicable to revenue associated with the internal work performed by the Company’s parts and service departments are eliminated in consolidation. Also in consolidation, the Company eliminates the internal profit on vehicles and parts inventory that have not been sold. Advertising Expense At December 31, 2017 and 2016, $6.5 million and $6.9 million, respectively, of advertising expenses were capitalized as direct‑response advertising, of which $5.2 million and $5.5 million, respectively, were reported as assets and $1.2 million and $1.4 million, respectively, were reported net of related deferred revenue. Other advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2017, 2016, and 2015 were $86.6 million, $76.0 million, and $76.2 million, respectively. Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2017, 2016, and 2015, $4.1 million, $2.3 million, and $5.6 million of shipping and handling fees, respectively, were included in the Retail segment as revenue. Income Taxes The Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 10 — Income Taxes. Recently Adopted Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). The amendments in the accounting standard replace the lower of cost or market test with a lower of cost and net realizable value test. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2016. The Company adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU amends guidance on the classification and measurement of financial instruments. Although ASU 2016-01 retains many current requirements, it significantly revises an entity’s accounting related to investments in equity securities, excluding those accounted for under the equity method of accounting or those that result in the consolidation of the investee. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. One of the amendments eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017, which eliminated the disclosure requirements discussed above, and the adoption did not materially impact its consolidated financial statements or results of operations. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with Accounting Standards Codification (“ASC”) Topic No. 606. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and must be applied prospectively. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The amendments in ASU 2017-09 require entities to apply modification accounting in Topic 718 only when changes to the terms or conditions of a share-based payment award result in changes to fair value, vesting conditions or t |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2017 | |
Receivables | |
Receivables | 2. Receivables Receivables consisted of the following at December 31, (in thousands): 2017 2016 Consumer Services and Plans $ 28,130 $ 26,653 New and used vehicles 3,168 1,791 Parts, service and other 11,261 12,912 Trade accounts receivable 13,881 4,199 Due from manufacturers 18,746 13,950 Other 7,395 1,903 82,581 61,408 Allowance for doubtful accounts (2,700) (2,920) $ 79,881 $ 58,488 |
Inventories, net and Notes Paya
Inventories, net and Notes Payable - Floor Plan, net | 12 Months Ended |
Dec. 31, 2017 | |
Inventories, net and Notes Payable - Floor Plan, net | |
Inventories, net and Notes Payable - Floor Plan, net | 3. Inventories, net and Notes Payable — Floor Plan, net Inventories consisted of the following at December 31, (in thousands): December 31, December 31, 2017 2016 New RV vehicles $ 1,113,178 $ 721,091 Used RV vehicles 106,210 78,787 Parts, accessories and miscellaneous 196,527 102,833 $ 1,415,915 $ 902,711 The RVs included in retail inventories are 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 2.15%, 2.05%, and 2.40%, for the years ended December 31, 2017, 2016, and 2015, respectively. LIBOR was 1.36%, 0.62%, and 0.36% as of December 31, 2017, 2016, and 2015, respectively. Principal is due upon the sale of the related vehicle. In February 2012, FR entered into a Fifth Amended and Restated Credit Agreement for floor plan financing (“Floor Plan Facility”). In 2013, the Fifth Amended and Restated Credit Agreement was amended to extend the maturity date to October 2016. In 2014, the Fifth Amended and Restated Credit Agreement was amended to extend the maturity date to October 2017. In August 2015, FR entered into a Sixth Amended and Restated Credit Agreement for the Floor Plan Facility to extend the maturity date to August 2018. 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. On December 12, 2017, FR entered into a seventh amended and restated credit agreement (the “Floor Plan Facility Amendment”), which amended the previous credit agreement governing our Floor Plan Facility and allows the Floor Plan Borrower to borrow (a) up to $1.415 billion under a floor plan facility, (b) up to $15.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $35.0 million under the revolving line of credit, which maximum amount outstanding will decrease by $1.75 million on the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2019. In addition, the maturity of the Floor Plan Facility was extended to December 12, 2020. The Floor Plan Facility includes an offset account that allows the Company to transfer cash as an offset to the payable under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into the Company’s operating cash accounts. As a result of using the floor plan offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of income. The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at December 31, 2017. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, (in thousands): 2017 2016 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,415,000 $ 1,165,000 Less: borrowings (974,043) (625,185) Less: flooring line aggregate interest reduction account (106,055) (68,469) Additional borrowing capacity 334,902 471,346 Less: accounts payable for sold inventory (31,311) (21,692) Less: purchase commitments (77,144) (38,765) Unencumbered borrowing capacity $ 226,447 $ 410,889 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, net | |
Property and Equipment, net | 4. Property and Equipment, net Property and equipment consisted of the following at December 31, (in thousands): 2017 2016 Land $ 12,243 $ 6,248 Buildings and improvements 17,791 7,669 Leasehold improvements - inclusive of right to use assets 106,681 92,168 Furniture and equipment 115,429 91,449 Software 73,310 71,509 Systems development and construction in progress 34,382 4,498 359,836 273,541 Less: accumulated depreciation and amortization (161,814) (142,781) Property and equipment, net $ 198,022 $ 130,760 In 2017 and 2016, unrelated landlords reimbursed the Company for tenant improvements constructed by the Company at various locations. In accordance with ASC 840 — Leases, the Company capitalized the tenant improvements as leasehold improvements and recorded a lease incentive in a like amount. The leasehold improvements are depreciated over the life of the lease and the lease incentives are amortized, as an offset to rent expense, over the life of the lease. Lease incentives for 2017 and 2016 were $24.7 million and $10.4 million, respectively, of which $0.5 million and $0.1 million, respectively, were amortized as an offset to rent. Depreciation expense for the years ended December 31, 2017, 2016, and 2015 was $29.0 million, $23.7 million, and $23.3 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2017 and 2016 (in thousands): Consumer Services and Plans Retail Consolidated Balance as of January 1, 2016 $ 49,944 $ 62,996 $ 112,940 Acquisitions — 40,165 40,165 Balance as of December 31, 2016 49,944 103,161 153,105 Acquisitions — 195,282 195,282 Balance as of December 31, 2017 $ 49,944 $ 298,443 $ 348,387 Finite‑lived intangible assets and related accumulated amortization consisted of the following at December 31, (in thousands): 2017 Cost or Accumulated Fair Value Amortization Net Trademarks and trade names $ 14,187 $ (312) $ 13,875 Membership and customer lists 28,988 (8,194) 20,794 Websites 4,174 (136) 4,038 $ 47,349 $ (8,642) $ 38,707 2016 Cost or Accumulated Fair Value Amortization Net Membership and customer lists $ 9,485 $ (6,099) $ 3,386 $ 9,485 $ (6,099) $ 3,386 Amortization expense of finite-lived intangibles for the years ended December 31, 2017, 2016, and 2015 was $2.6 million, $1.0 million, and $0.8 million, respectively. The aggregate future five‑year amortization of finite‑lived intangibles at December 31, 2017, was as follows (in thousands): 2018 $ 4,447 2019 4,366 2020 3,497 2021 3,076 2022 2,881 Thereafter 20,440 $ 38,707 The Company evaluates goodwill and indefinite‑lived intangible assets for impairment on an annual basis as of the beginning of 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. The Company determined that the fair value of its reporting units was greater than its carrying value. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consisted of the following at December 31, (in thousands): 2017 2016 Compensation and benefits $ 45,875 $ Other accruals 56,054 $ 101,929 $ |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt. | |
Long-Term Debt | 7. Long‑Term Debt The following reflects outstanding long‑term debt as of December 31 (in thousands): 2017 2016 Term Loan Facility (1) $ 916,902 $ 626,753 Less: current portion (9,465) (6,450) $ 907,437 $ 620,303 (1) Net of $6.0 million and $6.3 million original issue discount at December 31, 2017 and 2016, respectively, and $14.2 million and $11.9 million of finance costs at December 2017 and 2016, respectively. The aggregate future maturities of long‑term debt at December 31, 2017, were as follows (in thousands): 2018 $ 9,465 2019 9,465 2020 9,465 2021 9,465 2022 9,465 Thereafter 889,758 Total $ 937,083 Existing Senior Secured Credit Facilities On November 8, 2016, CWGS Group, LLC, a wholly owned subsidiary of CWGS, LLC, entered into a new $680.0 million senior secured credit facility (“Existing Senior Secured Credit Facilities”) and used the proceeds to repay its previous senior secured credit facilities (“Previous Senior Secured Credit Facilities”). The Existing Senior Secured Credit Facilities consists of a seven-year $645.0 million Term Loan Facility (“Existing Term Loan Facility”) and a five-year $35.0 million revolving credit facility (“Existing Revolving Credit Facility”). On March 17, 2017, CWGS Group, LLC entered into an First Amendment to the Existing Senior Secured Credit Facilities to increase the Existing Term Loan Facility by $95.0 million to $740.0 million. On October 6, 2017, CWGS Group, LLC entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment, among other things, (i) increased the Borrower’s term loan facility by $205.0 million to an outstanding principal amount of $939.5 million, (ii) amended the applicable margin to 2.00% from 2.75% per annum, in the case of base rate loans, and to 3.00% from 3.75% per annum, in the case of LIBOR loans, and (iii) increased the quarterly amortization payment to $2.4 million. Interest on the Existing Term Loan Facility floated at the Company’s option at a) LIBOR multiplied by the statutory reserve rate (such product, the “Adjusted LIBOR Rate”), subject to a 0.75% floor, plus an applicable margin of 3.00%, or b) an Alternate Base Rate (“ABR”) equal to 2.00% per annum plus the greater of: (i) the prime rate published by The Wall Street Journal (the “WSJ Prime Rate”), (ii) federal funds effective rate plus 0.50%, or (iii) on-month Adjusted LIBOR Rate plus 1.00%, subject to a 1.75% floor. Interest on borrowings under the Existing Revolving Credit Facility is at the Company’s option of a) 3.25% to 3.50% per annum subject to a 0.75% floor in the case of a Eurocurrency loan, or b) 2.25% to 2.50% per annum plus the greater of the WSJ Prime Rate, federal funds effective rate plus 0.50%, or one-month Adjusted LIBOR Rate plus 1.00% in the case of an ABR loan, based on the Company’s total leverage ratio 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 Senior Secured Credit Facility. Reborrowings under the Existing Term Loan Facility are not permitted. The Existing Term Loan Facility, as amended, included mandatory principal payment in equal quarterly installments of $1.9 million, starting March 31, 2017 through September 30, 2017, and $2.4 million thereafter. Following the end of each fiscal year, commencing with the fiscal year ending December 31, 2017, the Company 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 1.50 to 1.00 or greater but less than 2.00 to 1.00. If the total leverage ratio is less than 1.50 to 1.00, no prepayment of excess cash flow is required. As of December 31, 2017, CWGS Group, LLC had no excess cash flows as defined. The Existing Revolving Credit Facility matures on November 8, 2021, and the Existing Term Loan Facility matures on November 8, 2023. The funds available under the Existing Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $15.0 million may be allocated to such letters of credit. As of December 31, 2017, the interest rate on the term debt was 4.39%. As of December 31, 2017, the Company had available borrowings of $31.8 million and letters of credit in the aggregate amount of $3.2 million outstanding under the Existing Revolving Credit Facility. As of December 31, 2017, the principal balance of $937.1 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. Additionally, management has determined that the Existing Senior Secured Credit Facilities include subjective acceleration clauses which could impact debt classification. Management has determined that neither the Restatement (see Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods) nor the internal control material weaknesses would trigger a subjective acceleration clause. The Company was in compliance with all debt covenants at December 31, 2017. Previous Senior Secured Credit Facilities On November 20, 2013, CWGS Group, LLC entered into the $545.0 million Previous Senior Secured Credit Facilities consisting of a $525.0 million term loan facility (the “Previous Term Loan Facility”), at an original issue discount of $5.3 million or 1.00%, and a $20.0 million revolving credit facility (the “Previous 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 Previous 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 Previous 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 Previous 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 Previous Term Loan Facility, increasing the Previous 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 were to be used for general corporate purposes, including the potential acquisition of dealerships. Interest on the Previous Term Loan Facility floated at the Company’s option at a) LIBOR, subject to a 1.00% floor, plus an applicable margin of 4.75%, or b) an ABR equal to 3.75% per annum plus the greater of the WSJ Prime Rate, federal funds effective rate plus 0.50%, LIBOR, or 2.00%. Interest on borrowings under the Previous Revolving Credit Facility was 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 WSJ Prime Rate, federal funds effective rate plus 0.50%, 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 Previous Senior Secured Credit Facilities. The Company also paid a commitment fee of 0.5% per annum on the unused amount of the Previous Revolving Credit Facility. Reborrowings under the Previous Term Loan Facility were not permitted. The quarterly scheduled principal prepayments on the term loan borrowings were $8.9 million. CWGS Group, LLC was required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Previous Senior Secured Credit Facilities, for such fiscal year. The required percentage prepayment of excess cash flow was reduced to 25% if the total leverage ratio, as defined, was 2.00 to 1.00 or greater but less than 2.50 to 1.00. If the total leverage ratio was less than 2.00 to 1.00, no prepayment of excess cash flow was 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. On October 13, 2016, CWGS Group, LLC repaid $200.4 million of the then outstanding borrowings on the Previous Term Loan Facility from the proceeds of the capital contribution made by CWH with the proceeds from the Company’s IPO, see Note 18 — Stockholders’ Equity. On November 8, 2016, CWGS Group, LLC used the proceeds from the Existing Senior Secured Credit Facilities to repay and terminate the Previous Senior Secured Credit Facilities. Enterprise Notes On February 15, 2011, the Company entered into a securities purchase agreement under which CWGS, LLC issued $80.0 million of Series A Notes and a $70.0 million Series B Note due 2018 (the Enterprise Notes) to CVRV Acquisition, LLC, a Delaware limited liability company (“CVRV”) on March 2, 2011. Interest on the Enterprise Notes was due each March 31, June 30, September 30 and December 31 commencing June 30, 2011. On March 2, 2011, CVRV, the holder of the Series B Note, received an option from CWGS Holding, LLC, the direct parent of the Company, to purchase 70,000 preferred units of CWGS, LLC, which represented 44.999% of the Company’s equity interests, at an aggregate price of $70.0 million through the delivery to the Company of the Series B Note. The option could be exercised from and after the earlier of: (i) the fourth anniversary of the date of the agreement; (ii) the date on which the Company provides written notice that CVRV can exercise the option; or (iii) the tenth anniversary of the date of the agreement. The Series A Notes and the Series B Note were the two freestanding instruments issued in the securities purchase agreement entered into with CVRV. The option was not separately exercisable from the Series B Note and therefore has been included as an embedded feature in the Series B Note. The Company calculated the fair value of the respective Enterprise Notes on the issuance date and used the determined relative fair values to allocate the $150 million in proceeds between the Series A Notes and the Series B Note. The Enterprise Notes were subsequently measured at amortized cost using the effective interest method. The Company valued and recorded the Series A Notes at $68.1 million, a discount of $11.9 million, and the Series B Note at $81.9 million, a premium of $11.9 million. Interest on the Series A Notes was 3.00% per quarter provided that, upon the occurrence and continuance of an event of default, the outstanding principal together with any overdue and unpaid interest would bear interest at a rate equal to 3.75% per quarter until the event of default is cured or waived. Interest on the Series B Note was 3.00% per quarter provided that the Company was entitled to elect to not pay the accrued interest on the Series B Note for up to twelve quarters in the aggregate. If the Company elected or otherwise failed to pay all accrued interest on the Series B Note in cash for any quarter, then the outstanding principal amount together with all accrued and unpaid interest would bear interest at a rate equal to 3.25%, provided that (i) if the Company elected not to or otherwise failed to pay all accrued interest on the Series B Note in cash for any quarter in excess of six quarters in the aggregate (whether or not consecutive), or (ii) upon the occurrence and continuance of an event of default, the outstanding principal together with any overdue and unpaid interest would bear interest at a rate equal to 3.75% per quarter until the event of default is cured or waived. The Company used the net proceeds of $150.0 million from the issuance of the Enterprise Notes to: (i) permanently repay all of the outstanding indebtedness under FreedomRoads related party debt of $27.0 million, a term loan note payable of $27.0 million, a swap term loan of $4.6 million, and interest on debt of $0.3 million; (ii) make an $85.0 million distribution to its member, and (iii) pay related fees and expenses in connection with the foregoing transactions. The Company elected not to pay the accrued interest on the Series B Note for the period from June 2011 to September 2013. In November 2013, the Company used the proceeds of the Previous Senior Secured Credit Facilities to pay the $31.4 million of outstanding accrued interest on the Series B Note. The Company elected to pay the quarterly interest each quarter beginning December 31, 2013. The Company repaid the $80.0 million Series A Notes in full on November 20, 2013 from the proceeds of the Previous Senior Secured Credit Facilities and the remaining unamortized discount of $5.4 million on the Series A Notes was written off and recorded to Loss on Debt Repayment. On September 30, 2014, CVRV exercised their option and delivered the Series B Note to the Company for cancellation in exchange for the equity interest. Upon surrender and cancellation of the $70.0 million Series B Note, the remaining unamortized premium of $3.4 million was written off to Members’ Deficit. Since the exchange of the Series B Note for the preferred equity interest in CWGS, LLC and continuing through October 6, 2016, CVRV, as the holder of the preferred equity interest, received a preferred return equal to 3.00% of CVRV’s unrecovered capital contribution in CWGS, LLC, which has been paid quarterly. Preferred return payments of $6.4 million, and $8.4 million were paid for the years ended December 31, 2016 and 2015, respectively. |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Capital Lease Obligations. | |
Capital Lease Obligations | 8. Capital Lease Obligations The Company leases various fixed assets under capital lease arrangements requiring payments through May 2019. For the year ended December 31, 2016, $2.0 million was funded by capital leases. For the years ended December 31, 2017 and 2015, there were no new third-party capital lease arrangements. The depreciation of the capital lease assets is included in depreciation. The Company has included these leases in property and equipment, net at December 31, as follows (in thousands): 2017 2016 Furniture and equipment $ 5,741 $ Accumulated depreciation (4,379) $ 1,362 $ The following is a schedule by year of future minimum lease payments (in thousands) under the capitalized leases, together with the present value of net minimum lease payments at December 31, 2017 (including current portion of $0.8 million): 2018 $ 863 2019 23 886 Interest (19) $ 867 |
Right to Use Liability
Right to Use Liability | 12 Months Ended |
Dec. 31, 2017 | |
Right to Use Liability | |
Right to Use Liabilities | 9. Right to Use Liability 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 quarter of 2016, two leases were accounted for as operating leases after completion of construction as they qualified for asset derecognition under the sales-leaseback accounting rules. In the third quarter of 2016, one lease was derecognized and accounted for as an operating lease after a reduction in the lease deposit to less than two months’ rent, as it qualifies for asset derecognition. The derecognitions in 2016 resulted in the removal of $20.1 million of right to use assets, and $20.0 million of right to use liabilities, and $0.1 million of deferred gain which will be recognized ratably as an offset to rent expense over the term of the leases. In 2015, twenty-five of the leases had construction projects for which the Company was deemed to be the owner. Eighteen leases were accounted for as finance leases after completion of the construction as they did not qualify for sale accounting under the sale‑leaseback accounting rules. Seven leases were accounted for as operating leases after completion of construction as they qualified for asset derecognition under the sale‑leaseback accounting rules. An additional eighteen leases were accounted for as capital leases based on capital lease accounting rules. For both the financing and capital leases, the value of the real property, other than land was capitalized as a right to use asset with a corresponding right to use liability. To the extent land was less than twenty‑five percent of the value of the total real property, land was capitalized as a right to use asset with a corresponding right to use liability. In the fourth quarter of 2015, the Company modified the terms of certain leases. As a result of the modifications, thirty leases met the requirements to be reported as operating leases and therefore the right to use assets and corresponding right to use liabilities were derecognized in the fourth quarter of 2015. This derecognition resulted in the removal of $122.4 million of right to use assets, and $127.0 million of right to use liabilities and $4.6 million of deferred gain, which will be recognized ratably as an offset to rent expense over the term of the leases. The Company has included the right to use assets in property and equipment, net at December 31, as follows (in thousands): 2017 2016 Right to use assets $ 10,673 $ 10,673 Accumulated depreciation (926) (667) $ 9,747 $ 10,006 The following is a schedule by year of the future changes in the right to use liability (in thousands): 2018 $ 583 2019 486 2020 486 2021 487 2022 487 Thereafter (1) 13,325 Total minimum lease payments 15,854 Amounts representing interest (5,661) Present value of net minimum right to use liability payments $ 10,193 (1) Includes $5.0 million of scheduled derecognition of right to use liability due to reductions in the lease deposit to less than two months’ rent . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes. | |
Income Taxes | 10. Income Taxes The components of the Company’s income tax expense from operations for the year ended December 31, consisted of (in thousands): 2017 2016 2015 Current: Federal $ 26,730 $ 468 $ 139 State 5,632 1,259 1,398 Deferred: Federal 92,441 4,045 (162) State 32,179 135 (19) Income tax expense $ 156,982 $ 5,907 $ 1,356 A reconciliation of income tax expense from operations to the federal statutory rate for the year ended December 31, is as follows (in thousands): 2017 2016 2015 Income taxes computed at federal statutory rate (1) $ 136,485 $ $ State income taxes – net of federal benefit (1) 13,723 Other differences: Federal alternative minimum tax and state and local taxes on pass-through entities 1,072 1,013 1,179 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) (86,200) (76,702) (68,940) Increase in valuation allowance 11,194 735 Impact of 2017 Tax Act (3) 79,987 — — Other 721 — Income tax expense $ 156,982 $ $ (1) Federal and state tax for 2017 include the tax effect of $38,399 relating to the reduction in the Tax Receivable Agreement liability. (2) The related income is taxable to the noncontrolling interest for periods after the Company’s IPO and taxable to the holders of membership units prior to the Company’s IPO. (3) Excludes the tax effect of $38,399 for 2017 relating to the reduction in the Tax Receivable Agreement liability, which is included in federal and state tax. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, were (in thousands): 2017 2016 Restated Deferred tax liabilities Accelerated depreciation $ (8,227) $ Prepaid expenses (289) Other (293) (8,809) Deferred tax assets Investment impairment 20,674 Gift cards 710 Deferred revenues 304 Accrual for employee benefits and severance 1,166 Stock option expense 209 55 Investment in partnership 208,167 116,318 Tax Receivable Agreement liability 34,802 7,387 AMT credit 584 Net operating loss carryforward 16,733 Claims reserves 420 Intangible assets 108 Goodwill 996 Deferred book gain 813 Other reserves 5,380 291,066 Valuation allowance (126,706) (146,259) Net deferred tax assets $ 155,551 $ 24,433 CWH is organized as a Subchapter C corporation and, on October 6, 2016, as part of the Company’s IPO, became a 22.6% owner of CWGS, LLC (see Note 18 — Stockholders’ Equity). At December 31, 2017, CWH owned 41.5% of CWGS, LLC. CWGS, LLC is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception of Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, which are Subchapter C corporations. At December 31, 2017, the Subchapter C corporations had federal net operating loss carryforwards of approximately $60.7 million, which will be able to offset future taxable income. If not used, the net operating loss carryforwards will expire between 2029 through 2037. The Company is subject to federal and state income taxes. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating the Company’s provision and accruals for these taxes. In addition, a number of jurisdictions in which the Company is subject to tax are actively pursuing changes to their tax laws applicable to corporate taxpayers, such as the recently enacted U.S. tax reform legislation commonly referred to as the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% and eliminating certain deductions. The 2017 Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property. As of December 31, 2017, the Company had not completed its accounting for the tax effects of the enactment of the 2017 Tax Act on its tax accruals. However, the Company has reasonably estimated the effects of the 2017 Tax Act and recorded provisional amounts in its financial statements as of December 31, 2017. The final impact of the 2017 Tax Act may differ from these estimates, due to, among other things, changes in interpretations, analysis and assumptions made by management, additional guidance that may be issued by the U.S. Department of the Treasury and the Internal Revenue Service, and any updates or changes to estimates the Company has utilized to calculate the transition impact. Therefore, the Company’s accounting for the elements of the 2017 Tax Act is incomplete. However, the Company was able to make reasonable estimates of the effects of the 2017 Tax Act. Pursuant to the SEC Staff Accounting Bulletin No. 118 (“SAB 118”), the Company's measurement period for implementing the accounting changes required by the 2017 Tax Act will close before December 22, 2018 and the Company anticipates completing the accounting under ASC Topic 740, Income Taxes, in a subsequent reporting period within the measurement period. On December 22, 2017, SAB 118 was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. In accordance with SAB 118, the Company has determined that the $118.4 million of the deferred tax expense recorded in connection with the remeasurement of certain deferred tax assets and liabilities was a provisional amount and a reasonable estimate at December 31, 2017. As the Company completes its analysis of the 2017 Tax Act, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may make adjustments to the provisional amounts. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The increase in the amount of income tax expense in 2017 compared to 2016 is primarily due the impact of the 2017 Tax Act described above, the increased profitability of the Company, and its increased ownership in CWGS, LLC. The increase in the net deferred tax assets in 2017 is primarily due to an increase in the Company’s Outside Basis Deferred Tax Asset from the redemption of common units in CWGS, LLC for shares of Class A common stock, an increase in the liability for payments due under the tax receivable agreement discussed below, and an increase in net operating losses from its Subchapter C corporations. The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. At December 31, 2017, the Company determined that all of its deferred tax assets (except those of CW and the Outside Basis Deferred Tax Asset discussed below) are more likely than not to be realized. The valuation allowance for CW and its subsidiaries after remeasurement under the 2017 Tax Act decreased by $6.4 million in the year ended December 31, 2017, compared to an increase of $1.0 million in the year ended December 31, 2016. CW’s net deferred tax assets increased during those years, but since it was determined CW would not have sufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets, it continues to maintain a full valuation allowance. The Company maintains a partial valuation allowance against the portion of the Outside Basis Deferred Tax Asset that is not amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested. The partial valuation allowance for the Outside Basis Deferred Tax Asset decreased $13.2 million in the year ended December 31, 2017 primarily as a result of the remeasurement under the 2017 Tax Act of $47.0 million, which was partially offset by an increase in the valuation allowance for additional outside basis in CWGS, LLC for the public offering in May 2017 (see Note 18 — Stockholders’ Equity) that was not amortizable for tax purposes. During the year ended December 31, 2017, CW was notified by the Internal Revenue Service of their intention to audit the 2014 income tax returns. The 2014 audit concluded with no adjustments. Also during the year ended December 31, 2017, CWGS, LLC was notified by a state revenue department of their intention to audit the 2014 and 2015 state income tax returns. The Company does not expect to receive any material tax adjustments as a result of this pending audit. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2014. The provision for income tax for the entities subject to federal income tax has been included in the consolidated financial statements. The income tax is based on the amount of taxes due on their tax returns plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using expected tax rates. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. As of December 31, 2017 and 2016, the Company had no uncertain tax positions. The Company did not recognize any interest or penalties relating to income taxes for the years ended December 31, 2017, 2016, and 2015. On October 6, 2016, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis 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 the Company 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 intends to make Section 754 of the Internal Revenue Code effective for each tax year in which a redemption or exchange (including a deemed exchange) of common units for cash or stock occur. 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 Owners’ or 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 the Company as transferee pursuant to a redemption or exchange of common units in CWGS, LLC). The Company expects to benefit from the remaining 15% of the tax benefits, if any, which may be realized. During the year ended December 31, 2016 and as part of the initial IPO, 1,698,763 common units in CWGS, LLC were exchanged for Class A common stock of the Company by Crestview Partners II GP, L.P. subject to the provisions of the Tax Receivable Agreement. Further, during the year ended December 31, 2017, 12,945,419 common units in CWGS, LLC were exchanged for Class A common stock of the Company by certain of the Continuing Equity Owners, subject to the provisions of the Tax Receivable Agreement. During 2017 and 2016, the Company recognized a liability for the Tax Receivable Agreement payments due to the Continuing Equity Owners and Crestview Partners II GP, L.P., representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the exchange, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of December 31, 2017, the amount of Tax Receivable payments due Crestview Partners II GP, L.P. and certain Continuing Equity Owners under the Tax Receivable Agreement increased to $137.7 million, of which $8.1 million was included in current portion of the tax receivable agreement liability in the Consolidated Balance Sheets. The 2017 Tax Act had a significant impact on the future tax rates incorporated in the estimated values of the Tax Receivable Agreement liability and the Company’s deferred tax assets. For the year ended December 31, 2017, these changes in estimate had no impact on income from operations, decreased net income to a net loss by $18.6 million, and decreased basic and diluted earnings per share by $0.69. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | 11. Fair Value Measurements Accounting guidance for fair value measurements establishes a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. For cash and cash equivalents; accounts receivable; other current assets; accounts payable; notes payable — floor plan, net; and other current liabilities the amounts reported in the accompanying Consolidated Balance Sheets approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re‑measurements to fair value during 2017 and 2016 of assets and liabilities that are not measured at fair value on a recurring basis. The following table presents the reported carrying value and fair value information for the Company’s debt instruments. The fair values shown below for the Existing Term Loan Facility and Previous Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2). Fair Value 12/31/2017 12/31/2016 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 916,902 $ 953,269 $ 626,753 $ 649,838 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases The Company holds certain property and equipment under rental agreements and operating leases that have varying expiration dates. A majority of its operating facilities are leased from unrelated parties throughout the United States. Future minimum annual fixed rentals under operating leases having an original term of more than one year as of December 31, 2017, were as follows (in thousands): Third Party Related Party Total 2018 $ 99,145 $ 2,126 $ 101,271 2019 96,248 2,126 98,374 2020 89,334 2,126 91,460 2021 85,644 2,127 87,771 2022 81,820 2,024 83,844 Thereafter 691,385 20,770 712,155 Total $ 1,143,576 $ 31,299 $ 1,174,875 For the years ended December 31, 2017, 2016, and 2015, $86.5 million, $74.5 million, and $61.5 million, of rent expense, respectively, was charged to costs and expenses. A subsidiary of FreedomRoads has letters of credit of $0.4 million, which were required by certain leases. The letters of credit expire in August 2018. These letters of credit are issued under the Floor Plan Facility. On December 5, 2001, GSE sold 11 real estate properties to 11 separate wholly owned subsidiaries of AGRP Holding Corp., a wholly owned subsidiary of the Company’s ultimate parent, AGI Holding Corp., for $52.3 million in cash and a note receivable. The properties were leased back to the Company on a triple‑net basis. Both the sales price and lease rates were based on market rates determined by third‑party independent appraisers engaged by the mortgage lender and approved by the Previous Senior Secured Credit Facilities agent bank. These leases had an initial term of 25 to 27 years with two 5‑year renewal options at the then‑current market rent. The leases were classified as operating leases in accordance with accounting guidance for accounting for leases. Land and buildings with a net book value totaling $45.8 million were removed from the balance sheet. The transaction resulted in a net gain of $6.1 million consisting of a $12.1 million gain on certain properties and a $6.0 million loss on other properties. In accordance with accounting principles generally accepted in the United States, the $6.0 million loss was recognized upon the date of sale in 2001 and the $12.1 million gain was deferred and will be credited to income as rent expense adjustments over the lease terms. The average net annual lease payments over the lives of the leases were $3.4 million. On December 29, 2011, AGRP Holding Corp. sold 6 of the 11 real estate properties to a third party. In 2012, AGRP Holding Corp. sold two real estate properties to a third party (one on January 9, 2012, and one on December 28, 2012). The leases on the real estate properties sold in 2012 were terminated. In June 2013, AGRP Holding Corp. sold an additional real estate property to a third party. In February 2014, AGRP Holding Corp. sold the remaining two real estate properties to a third party. As of December 31, 2017 and 2016, $4.6 million and $5.1 million, respectively, of deferred gain remains and will be recognized over the remaining lease terms. In 2006, a subsidiary of FreedomRoads entered into sale ‑ leaseback arrangements. Under these arrangements, FreedomRoads sold real property and leased it back for a period of 20 years. The leasebacks have been accounted for as operating leases. The gain of $6.4 million is being recognized ratably over the term of the leases. The income recognition (offset to rent expense) of the deferred credits totaled $0.3 million for each of the years ended December 31, 2017, 2016, and 2015. In 2017, 2016 and 2015, a subsidiary of FreedomRoads entered into sale leaseback arrangements resulting in a loss of less than $0.1 million in 2017 and gains of $0.1 million and $0.4 million in 2016 and 2015, respectively. The real properties were originally purchased by FreedomRoads from third parties. In 2017, the Company sold real property of $6.0 million that were originally purchased in 2017 for $6.0 million. In 2016, the Company sold real property of $13.2 million that was originally purchased in 2016 for $11.9 million, in 2015 for $1.2 million and in 2014 for $0.1 million. In 2015, the Company sold real properties of $19.0 million that were originally purchased in 2015 for $18.1 million, and in 2014 for $0.9 million. Under the sale‑leaseback arrangements, the real properties were leased back under operating leases for a period of 20 years. The properties are being used as part of the Company’s ongoing operations. Sponsorship and Other Agreements The Company enters into sponsorship agreements from time to time. Current sponsorship agreements run through 2024. The agreements consist of annual fees payable in aggregate of $9.8 million in 2018, $10.2 million in 2019, $9.2 million in 2020, $9.5 million in 2021, $9.9 million in 2022, $1.5 million in 2023, and $1.5 million in 2024. The Company entered into a subscription agreement in 2014. The subscription agreement consisted of total fees of $9.4 million payable as follows: $1.7 million in 2014, $1.6 million in 2015, $1.8 million in 2016, $2.1 million in 2017, and $2.2 million in 2018. The agreement was amended on October 28, 2016. The amended subscription agreement consists of annual fees payable as follows: $4.0 million in 2017, $4.3 million in 2018, $4.5 million in 2019, $4.8 million in 2020, and $5.0 million in 2021. Litigation 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 will have a material adverse effect on its results of operations or financial position. Employment Agreements The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on earnings before interest, taxes, depreciation and amortization, and up to one year’s severance pay beyond termination date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions Monitoring Agreement Crestview Advisors, L.L.C. and Stephen Adams (together, the “Managers” and each, a “Manager”) and the Company are parties to a monitoring agreement relating to each Manager’s monitoring of its (or its affiliate’s) investment in the Company. Pursuant to the monitoring agreement, the Company agreed to pay each of the Managers an aggregate per annum monitoring fee equal to $1.0 million, payable in quarterly installments of $250,000. In addition, the Company agreed to reimburse each Manager and its affiliates, employees and agents for up to an aggregate per annum amount of $250,000 for all reasonable fees and expenses incurred in connection with such Manager’s monitoring of its (or its affiliate’s) investment in the Company. The Company also agreed to indemnify each Manager and its respective affiliates from and against all losses, claims, damages and liabilities arising out of the performance by such Managers’ monitoring of its (or its affiliate’s) investment in the Company. The monitoring agreement was terminated in connection with the Company’s IPO on October 6, 2016. Pursuant to the monitoring agreement, the Company incurred monitoring fees of $1.7 million and $2.0 million in the years ended December 31, 2016 and 2015, respectively. In addition, the Company recorded an expense for the Managers’ reimbursable expenses, totaling $0.2 million and $0.5 million for the years ended December 31, 2016 and 2015, respectively. Transactions with Directors, Equity Holders and Executive Officers Over the period from 2007 to 2011, various subsidiaries of FreedomRoads and certain entities owned by Stephen Adams conveyed real properties between each other resulting in a net receivable of $0.9 million due to FreedomRoads. In 2015, this receivable was distributed to CWGS Holding, LLC in the form of a non‑cash distribution. FreedomRoads leases various retail locations from managers and officers. During 2017, 2016 and 2015, the related party lease expense for these locations was $2.0 million, $1.2 million, and $2.0 million, respectively. In January 2012, FreedomRoads entered into a lease (the “Original Lease”) with respect to the Company’s Lincolnshire, Illinois offices, which has since been amended as of March 2013 in connection with the Company’s leasing of additional premises within the same office building (the “Expansion Lease”). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, commencing April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, has personally guaranteed both leases. In September 2014, Marcus Lemonis, individually and as trustee of the Marcus Lemonis Revocable Trust (“MLRT”), entered into a revolving loan with The Privatebank and Trust Company (“Privatebank”). In connection with the revolving loan, Mr. Lemonis and MLRT entered into a profits unit pledge agreement (the Pledge Agreement) with Privatebank under which Mr. Lemonis pledged 4,667 Profits Units in the Company to secure the revolving loan (See Note 20 — Equity-based Compensation). The Company also entered into a purchase, sale and put agreement (the “Put Agreement”) with Privatebank that granted Privatebank the right to put the loan to the Company upon the occurrence of an event of default pursuant to the Pledge Agreement. Prior to exercising any rights under the Put Agreement, Privatebank was required to provide notice to the Company and the Company had the right to purchase the pledged Profits Units for an amount equal to the lesser of (a) $12.0 million or (b) the outstanding principal amount of the revolving loan. On April 4, 2016, the Pledge Agreement and the Put Agreement were terminated. Until December 31, 2015, the Company had use of an aircraft owned by Adams Offices, LLC, an entity owned by AGI Holding Corp., an entity controlled by Stephen Adams, in which he has a 100% economic interest, for the purpose of operating flights incidental to the Company’s business. The Company incurred expenses for the aircraft of $1.0 million for the year ended December 31, 2015. 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. See also Note 7 — Long‑Term Debt for private placement of securities (Enterprise Notes). Other Transactions Cumulus Media Inc. (“Cumulus Media”) has provided radio advertising for the Company through Cumulus Media’s subsidiary, Westwood One, Inc. Crestview Partners II GP, L.P., an affiliate of CVRV, is the beneficial owner of Cumulus Media’s Class A common stock, according to Crestview Partners II GP, L.P.’s most recently filed Schedule 13D amendment with respect to the company. For the years ended December 31, 2017, 2016 and 2015, the Company incurred Cumulus Media expenses of $0.4 million, $0, and $0.6 million for the aforementioned advertising services. On July 1, 2010, Camping World and Adams Outdoor Advertising Marketing Company (Adams Outdoor), an entity controlled by Stephen Adams, entered into an agreement pursuant to which Camping World has the right to use Adams Outdoors’ outdoor advertising space at cost on billboards that become available because the billboards would otherwise be vacant. Camping World made a deposit of $1.0 million with Adams Outdoor in an account controlled by Adams Outdoor on July 1, 2010 and as vacant billboards are utilized by Camping World, the usage cost is applied against the deposit. No vacant billboard space was used by Camping World. In December 2015, the agreement was assigned to AGI Holding Corp., an entity controlled by Stephen Adams, in which he has a 100% economic interest, and the Company distributed the $1.0 million deposit in the form of a non‑cash distribution. The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. From time to time the Company has arranged for temporary staffing and consulting services from eNET IT Group, LLC (“eNET IT Group”). Mr. Lemonis had a 51% economic interest with eNET IT Group as of December 31, 2016, and has subsequently dissolved his relationship with them. The Company paid eNET IT Group approximately $0.1 million, and $0.6 million for the years ended December 31, 2016, and 2015, respectively, primarily for third-party temporary staffing arranged by eNET IT Group. eNET IT Group, in turn, paid the third-party temporary staffing directly. Additionally, the Company purchased fixtures for interior store sets at the Company’s retail locations from Precise Graphix. Mr. Lemonis has a 33% economic interest in Precise Graphix and the Company incurred expenses from Precise Graphix $2.7 million, $3.3 million and $1.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions | |
Acquisitions | 14. Acquisitions In 2017, 2016 and 2015, subsidiaries of the Company acquired the assets or stock of multiple dealership and retail locations and consumer shows that constituted businesses under accounting rules. The Company used a combination of cash, floor plan financing, proceeds from the May 2017 Public Offering (defined and described in Note 18 — Stockholders’ Equity), and additional borrowing on the Existing Term Loan Facility in March 2017 (see Note 7 — Long-term Debt) to complete the acquisitions. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill. For the years ended December 31, 2017 and 2016, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $17.1 million and $15.3 million, respectively, from parties related to the sellers of the dealership businesses. For the years ended December 31, 2017 and 2016, the Company sold other real properties to a third party in sale-leaseback transactions for $6.0 million and $15.9 million, respectively (See Note 12 – Commitments and Contingencies – Leases). The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and consumer shows consist of the following: Year Ended December 31, Estimated ($ in thousands) 2017 2016 Life Tangible assets (liabilities) acquired (assumed): Accounts receivable $ 1,250 $ 944 Inventory 121,808 36,285 Property and equipment 1,450 823 Other assets 164 175 Accounts payable (569) (2,231) Accrued liabilities (2,480) (329) Total tangible net assets acquired 121,623 35,667 Intangible assets acquired: Membership and customer lists 793 2,774 4-7 years Total intangible assets acquired 793 2,774 Goodwill 158,815 40,165 Purchase price 281,231 78,606 Inventory purchases financed via floor plan (99,451) (28,942) Cash payment net of floor plan financing $ 181,780 $ 49,664 The fair values above are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date. All of the acquired goodwill for the years ended December 31, 2017 and 2016 is expected to be deductible for tax purposes. Included in the years ended December 31, 2017 and 2016 consolidated financial results were $300.8 million and $75.1 million of revenue, respectively, and $14.2 million and $2.7 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates. Gander Mountain and Overton’s On May 26, 2017, CWI, Inc. (“CWI”), an indirect subsidiary of the Company, completed the acquisition of certain assets of the Gander Mountain Company (“Gander Mountain”) and its Overton’s, Inc. (“Overton’s”) boating business through a bankruptcy auction that took place in April 2017 for $35.4 million in cash and $1.1 million of contingent consideration. Prior to the acquisition, Gander Mountain operated 160 retail locations and an e-commerce business that serviced the hunting, camping, fishing, shooting sports, and outdoor markets. Overton’s operates two retail locations and an e-commerce business that services the marine and watersports markets. The Company believes these businesses are complementary to its existing businesses and will allow for cross marketing of the Company’s consumer services and plans to a wider customer base. The assets acquired included the right to designate any real estate leases for assignment to CWI or other third parties (the “Designation Rights”), other agreements CWI could elect to assume, intellectual property rights, operating systems and platforms, certain distribution center equipment, Overton’s inventory, the Gander Mountain and Overton’s e-commerce businesses, and fixtures and equipment for Overton’s two retail locations and corporate operations. Furthermore, CWI had committed to exercise Designation Rights and take an assignment of no fewer than 15 Gander Mountain retail leases on or before October 6, 2017, in addition to the two Overton’s retail leases assumed at the closing of the acquisition. The Designation Rights expired on October 6, 2017, immediately after CWI assumed the minimum 15 additional Gander Mountain retail leases. CWI also assumed certain liabilities, such as cure costs for leases and other agreements it elected to assume, accrued time off for employees retained by CWI and retention bonuses payable to certain key Gander Mountain employees retained by CWI. The cure costs for the minimum 15 Gander Mountain leases assumed under the Designation Rights were $1.1 million and recorded as contingent consideration. The estimated fair values of the assets acquired and liabilities assumed for the acquisition of Gander Mountain and Overton’s consist of the following: Estimated Estimated ($ in thousands) Fair Value Life Tangible assets (liabilities) acquired (assumed): Inventory $ 9,965 Prepaid expenses and other assets 42 Property and equipment 8,436 Accrued liabilities (373) Total tangible net assets acquired 18,070 Intangible assets acquired: Trademarks and trade names 14,800 15 years Membership and customer lists 500 6 years Websites 1,900 10 years Total intangible assets acquired 17,200 Goodwill 1,329 Purchase price and cash paid for acquisition $ 36,599 The fair values above are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date. All of the acquired goodwill from this acquisition is expected to be deductible for tax purposes. Included in the year ended December 31, 2017 consolidated financial results were $27.5 million of revenue and $33.8 million of pre-tax loss of Gander Mountain and Overton’s from the acquisition date. Active Sports, Inc. On August 17, 2017, Camping World, Inc. (“CW”), an indirect subsidiary of the Company, completed the acquisition of all of the outstanding capital stock and outstanding debt of Active Sports, Inc. (“TheHouse.com”), which specializes in bikes, sailboards, skateboards, wakeboards, snowboards, and outdoor gear. TheHouse.com is primarily an online retailer and operates two retail locations. The Company believes this business is complementary to its existing businesses and enhances the product offerings from its earlier acquisition of Gander Mountain. The purchase price consisted of $30.0 million in cash, $5.7 million in restricted shares of Class A common stock of the Company, and the purchase or extinguishment of $35.3 million of TheHouse.com’s debt, including accrued interest. The estimated fair values of the assets acquired and liabilities assumed for the acquisition of TheHouse.com consist of the following: Estimated Estimated ($ in thousands) Fair Value Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ 501 Accounts receivable 159 Inventory 36,320 Prepaid expenses and other assets 1,120 Property and equipment 548 Accounts payable (7,585) Accrued liabilities (827) Deferred tax liabilities (4,011) Total tangible net assets acquired 26,225 Intangible assets acquired: Trademarks and trade names 14,039 15 years Websites 4,090 10 years Total intangible assets acquired 18,129 Goodwill 26,678 Purchase price 71,032 Cash and cash equivalents acquired (501) Non-cash consideration - Class A shares issued (5,720) Cash paid for acquisition, net of cash acquired $ 64,811 The fair values above are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date. None of the acquired goodwill is expected to be deductible for tax purposes. Included in the year ended December 31, 2017 consolidated financial results were $32.7 million of revenue and $4.7 million of pre-tax income of TheHouse.com from the acquisition date. Other Retail Acquisitions On September 22, 2017, W82, LLC, an indirect subsidiary of the Company, completed the acquisition of substantially all of the assets of EIGHTEEN0THREE LLC, dba W82 (“W82”), which specializes in snowboarding, skateboarding, longboarding, swimwear, footwear, apparel and accessories. The Company believes this business is complementary to its existing businesses and enhances the product offerings from its earlier acquisition of Gander Mountain. The purchase price consisted in $0.6 million in cash and the extinguishment of $1.5 million of W82’s debt, including accrued interest. On October 19, 2017, CW, an indirect subsidiary of the Company, completed the acquisition of all of the outstanding capital stock and outstanding debt of Uncle Dan’s LTD. (“Uncle Dan’s”), which specializes in outdoor apparel. The Company believes this business is complementary to its existing businesses and enhances the product offerings from its earlier acquisition of Gander Mountain. The purchase price consisted in $7.5 million in cash, the extinguishment of $0.7 million of Uncle Dan’s debt, and $0.1 to replace the collateral on Uncle Dan’s letter of credit. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of W82 and Uncle Dan’s consist of the following: Estimated Estimated ($ in thousands) Fair Value Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ 90 Accounts receivable 15 Inventory 3,886 Prepaid expenses and other assets 100 Property and equipment 1,327 Accounts payable (2,380) Accrued liabilities (1,238) Other liabilities (87) Total tangible net assets acquired 1,713 Intangible assets acquired: Trademarks and trade names 148 15 years Websites 84 10 years Total intangible assets acquired 232 Goodwill 8,460 Purchase price 10,405 Cash and cash equivalents acquired (90) Cash paid for acquisition, net of cash acquired $ 10,315 The fair values above are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date. All of the acquired goodwill from this acquisition is expected to be deductible for tax purposes. Included in the year ended December 31, 2017 consolidated financial results were $4.3 million of revenue and $0.3 million of pre-tax income of W82 and Uncle Dan’s from the respective acquisition dates. |
Exit Activities
Exit Activities | 12 Months Ended |
Dec. 31, 2017 | |
Exit Activities | |
Exit Activities | 15. Exit Activities The Company closed certain retail locations in previous periods and, in March 2017, the Company subleased a portion of a lease that is adjacent to an existing retail location. The Company remains obligated under the terms of these leases for rent and other costs associated with these leases, and has no plans to occupy them in the future. In accordance with ASC 420, Accounting for Costs Associated with Exit or Disposal Activities , the Company recorded a charge to rent expense to recognize the costs of exiting the space. The liability was equal to the fair value of rent less the fair value of the amount of rent received by the Company from a tenant under a sublease over the remainder of the lease terms, which expire on various dates through 2033. The change in the estimated fair value of these amounts was recognized in income as part of income from operations. The current portion of the liability was $0.3 million, and $0.3 million as of December 31, 2017 and 2016, respectively, and is included in other current liabilities. The liability outstanding was $2.8 million and $2.8 million as of December 31, 2017 and 2016, respectively. The total of minimum rental payments to be received in the future under noncancelable subleases was $12.3 million as of December 31, 2017. |
Statements of Cash Flows
Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2017 | |
Statements of Cash Flows | |
Statements of Cash Flows | 16. Statements of Cash Flows Supplemental disclosures of cash flow information for the years ended December 31, are as follows (in thousands): Year Ended December 31, December 31, December 31, 2017 2016 2015 Cash paid (received) during the period for: Interest $ 65,202 $ 61,889 $ 54,843 Income taxes 35,432 1,622 1,119 Non-cash investing activities: Property and equipment for leases capitalized as a right to use asset — — 50,587 Derecognized property and equipment for leases that qualified as operating leases after completion of construction — (19,958) (122,360) Property and equipment acquired through third-party capital lease arrangements — 2,007 — Leasehold improvements paid by lessor 857 — — Vehicles transferred to property and equipment from inventory 1,555 530 3,703 Portion of acquisition purchase price paid through issuance of Class A common stock 5,720 — — Landlord paid tenant improvements on behalf of the Company 749 — — Non-cash financing activities: Lease obligations recognized as right to use liabilities — — 50,587 Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction — (20,056) (126,971) Third-party capital lease arrangements to acquire property and equipment — 2,007 — Non-cash distribution of equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of the Company — (38,838) — Non-cash distribution of a prepaid marketing deposit with Adams Outdoor Advertising Marketing Company — — (1,000) Non-cash distribution of receivable due to CWGS Holding, LLC — — (883) Par value of Class A common stock issued in exchange for common units in CWGS, LLC 130 — — Par value of Class A common stock issued for vested restricted stock units — — — Par value of Class A common stock issued for acquisition 1 — — |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Benefit Plan | |
Benefit Plan | 17. Benefit Plan The Freedom Roads 401(k) Defined Contribution Plan (“FreedomRewards 401(k) Plan”) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended. Effective January 1, 2012, the GSE 401(k) Plan was merged with the FreedomRewards 401(k) Plan. Effective January 1, 2007, Camping World elected to begin participating in the FreedomRewards 401(k) Plan. All employees over age 18, including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was grandfathered for any affected participants pursuant to FreedomRewards 401(k) Plan Amendment No. 3 signed December 15, 2011, and effective January 1, 2012. Non‑highly compensated employees may defer up to 75% of their eligible compensation up to the Internal Revenue Service limits. Highly compensated employees may defer up to 15% of their eligible compensation up to the Internal Revenue Service limits. In 2016 and 2015 the Company expensed $0.9 million, and $1.0 million, respectively, for its contribution to the FreedomRewards 401(k) Plan, which were paid in the following year. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | 18. Stockholders’ Equity Reorganization Transactions In connection with the IPO on October 6, 2016, the Company completed the following Reorganization Transactions: · The Company amended and restated its certificate of incorporation (see “Amendment and Restatement of Certificate of Incorporation” below); · CWGS, LLC amended and restated the limited liability company agreement of CWGS, LLC (the “LLC Agreement”) (see “CWGS, LLC Recapitalization” below); and · The Company acquired, by merger, an entity that was owned by former indirect members of CWGS, LLC (the “Former Equity Owners”), for which the Company issued 7,063,716 shares of Class A common stock as merger consideration (the “CWH BR Merger”). The only significant asset held by the merged entity prior to the CWH BR Merger was 7,063,716 common units of CWGS, LLC and a corresponding number of shares of CWH Class B common stock. Upon consummation of the CWH BR Merger, the Company canceled the 7,063,716 shares of Class B common stock and recognized the 7,063,716 of common units of CWGS, LLC at carrying value, as the CWH BR Merger was considered to be a transaction between entities under common control. Following the completion of the Reorganization Transactions and IPO, CWH owned 22.6% of CWGS, LLC. The remaining 77.4% of CWGS, LLC was held by the “Continuing Equity Owners,” whom the Company defines as collectively, ML Acquisition Company, a Delaware limited liability company, indirectly owned by each of Stephen Adams and the Company’s Chairman and Chief Executive Officer, Marcus Lemonis ("ML Acquisition”), funds controlled by Crestview Partners II GP, L.P. and, collectively, the Company’s named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of the Company’s 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 the Company’s IPO and who received common units of CWGS, LLC in exchange for their profit units in connection with the Reorganization Transactions (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 the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly issued shares of the Company’s Class A common stock. As a result of the Reorganization Transactions, CWH became the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC, CWH had the sole voting power in, and controlled the management of, CWGS, LLC. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Amendment and Restatement of Certificate of Incorporation On October 6, 2016, the Company amended and restated its certificate of incorporation to, among other things, provide for the (i) authorization of 250,000,000 shares of Class A common stock with a par value of $0.01 per share; (ii) authorization of 75,000,000 shares of Class B common stock with a par value of $0.0001 per share; (iii) authorization of one share of Class C common stock with a par value of $0.0001 per share; (iv) authorization of 20,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s Board of Directors in one or more series; and (v) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered three -year terms. Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally; provided that, for as long as ML Acquisition Company, LLC, a Delaware limited liability company, indirectly owned by each of Stephen Adams and the Company’s Chairman and Chief Executive Officer, Marcus Lemonis, and its permitted transferees of common units (collectively, 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 the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. Additionally, the one share of Class C common stock entitles 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 the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally. The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly owned by the Company’s Chairman and Chief Executive Officer, Marcus Lemonis. Holders of the Company’s Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by funds controlled by Crestview Partners II GP, L.P. and the ML Related Parties (the “Class B Common Owners”) and the number of shares of Class B common stock held by the Class B Common Owners. 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 Class B Common Owners will be permitted transferees of Class B common stock. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption or exchange any of the outstanding common units of CWGS, LLC held by the Class B Common Owners. Upon the occurrence of certain change in control events, the Class C common stock would no longer have any voting rights, such share of the Company’s Class C common stock will be cancelled for no consideration and will be retired, and the Company will not reissue such share of Class C common stock. The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Initial Public Offering On October 13, 2016, the Company completed an IPO of 11,363,636 shares of the Company’s Class A common stock at a public offering price of $22.00 per share. The Company received $233.4 million in proceeds, net of underwriting discounts and commissions, which were 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, the Company 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 were 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 CWH BR Merger described above. May 2017 Public Offering On May 31, 2017, the Company completed a public offering (the “May 2017 Public Offering”) in which the Company sold 4,000,000 shares of the Company’s Class A common stock at a public offering price of $27.75 per share. The Company received $106.6 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 4,000,000 newly-issued common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the May 2017 Public Offering, less underwriting discounts and commissions. In addition, on June 5, 2017, the underwriters exercised their option to purchase an additional 600,000 shares of Class A common stock. On June 9, 2017, the Company closed on the purchase of the additional 600,000 shares of Class A common stock and received $16.0 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 600,000 newly-issued common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the May 2017 Public Offering, less underwriting discounts and commissions. In connection with the May 2017 Public Offering, CVRV Acquisition LLC and CVRV Acquisition II LLC (the “May 2017 Selling Stockholders”), each affiliates of Crestview, sold 5,500,000 shares of the Company’s Class A common stock at the same public offering price of $27.75 per share. CVRV Acquisition LLC redeemed 4,323,083 common units of CWGS, LLC for 4,323,083 newly-issued shares of Class A common stock, which it sold in the May 2017 Public Offering along with 1,176,917 shares of Class A shares that CVRV Acquisition II LLC already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 4,323,083 shares of the Company’s Class B common stock registered in the name of CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. In addition, on June 5, 2017, the underwriters exercised their option to purchase an additional 825,000 shares of Class A common stock from the May 2017 Selling Stockholders, in conjunction with their exercise of their option to purchase the additional 600,000 shares from the Company as described above. On June 9, 2017, the May 2017 Selling Stockholders closed on the sale of the additional 825,000 shares of Class A common stock. CVRV Acquisition LLC redeemed 648,462 common units of CWGS, LLC for 648,462 shares of Class A common stock, which it sold in the May 2017 Public Offering along with 176,538 newly-issued shares of Class A shares that CVRV Acquisition II LLC already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 648,462 shares of the Company’s Class B common stock registered in the name of CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. The Company did not receive any proceeds relating to the sale of the May 2017 Selling Stockholders’ shares. October 2017 Public Offering On October 30, 2017, the Company completed a public offering (the “October 2017 Public Offering”) in which, CVRV Acquisition LLC, CVRV Acquisition II LLC and Crestview Advisors, LLC, each affiliates of Crestview, and CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a member of Camping World’s board of directors, and Marcus Lemonis, Camping World’s Chairman and Chief Executive Officer (“October 2017 Selling Stockholders”) sold 6,700,000 shares of the Company’s Class A common stock at a public offering price of $40.50 per share. CVRV Acquisition LLC redeemed 4,715,529 common units of CWGS, LLC for 4,715,529 newly-issued shares of Class A common stock, which it sold in the October 2017 Public Offering along with 1,283,756 and 715 shares of Class A shares that CVRV Acquisition II LLC and Crestview Advisors, LLC, respectively, already held as a result of the Reorganization Transactions. Additionally, CWGS Holding, LLC redeemed 700,000 common units of CWGS, LLC for 700,000 shares of Class A common stock, which it sold in the October 2017 Public Offering. Pursuant to the terms of the LLC Agreement, 4,715,529 and 700,000 shares of the Company’s Class B common stock registered in the names of CVRV Acquisition LLC and CWGS Holding, LLC, respectively, were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. In addition, the underwriters exercised their option to purchase an additional 963,799 shares of Class A common stock from the October 2017 Selling Stockholders, in conjunction with their exercise of their option to purchase up to an additional 1,005,000 shares from the October 2017 Selling Stockholders. On November 1, 2017, the October 2017 Selling Stockholders closed on the sale of the additional 963,799 shares of Class A common stock. CVRV Acquisition LLC and CWGS Holding, LLC redeemed 678,331 and 100,695 common units of CWGS, LLC, for 678,331 and 100,695 newly issued shares of Class A common stock, respectively, which they sold in the October 2017 Public Offering along with 184,669 and 104 shares of Class A shares that CVRV Acquisition II LLC and Crestview Advisors, LLC, respectively, already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 678,331 and 100,695 shares of the Company’s Class B common stock registered in the names of CVRV Acquisition LLC and CWGS Holding, LLC, respectively, were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. The Company did not receive any proceeds relating to the October 2017 Public Offering. CWGS, LLC Recapitalization On October 6, 2016, CWGS, LLC amended and restated the LLC Agreement (the “Recapitalization”) to, among other things, (i) provide for a new single class of common membership interests in CWGS, LLC, the common units, and (ii) exchange all of the then-existing membership interests of ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders (collectively, the “Original Equity Owners”) for common units of CWGS, LLC. The LLC Agreement also provides that 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 the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange (the “NYSE”) who are disinterested), newly-issued shares of the Company’s 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 the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the NYSE) who are disinterested), the Company 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 the Company’s Class B common stock registered in the name of the redeeming or exchanging Class B Common Owners will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged. The amendment also requires that CWGS, LLC, at all times, maintain (i) a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Class B Common Owners and the number of common units of CWGS, LLC owned by the Class B Common Owners. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2017 | |
Non-Controlling Interests | |
Non-Controlling Interests | 19. Non-Controlling Interests In connection with the Reorganization Transactions described in Note 18 — Stockholders’ Equity, CWH became the sole managing member of CWGS, LLC and, as a result, consolidate the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in the CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At December 31, 2017 and 2016, CWGS, LLC had positive and negative net assets, respectively, which resulted in positive and negative non-controlling interest amounts, respectively, on the Consolidated Balance Sheets. As of December 31, 2017 and December 31, 2016, there were 88,639,567 and 83,771,830 common units of CWGS, LLC interests outstanding, respectively, of which CWH owned 36,749,072 and 18,935,916 common units of CWGS, LLC, respectively, representing 41.5% and 22.6% ownership interest in CWGS, LLC., respectively, and the Continuing Equity Owners owned 51,890,495 and 64,835,914 common units of CWGS, LLC, respectively, representing 58.5% and 77.4% ownership interests in CWGS, LLC, respectively. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: Year Ended December 31, ($ in thousands) 2017 2016 2015 Restated Net income (loss) attributable to Camping World Holdings, Inc. $ 28,362 $ 191,117 $ 174,293 Transfers to non-controlling interests: Decrease in additional paid-in capital as a result of the Reorganization Transactions — (21,887) — Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from a public offering (87,203) (234,486) — Decrease in additional paid-in capital as a result of the contribution of Class A common stock to CWGS, LLC for an acquisition by a subsidiary (3,678) — — Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options (970) — — Increase in additional paid-in capital as a result of the vesting of restricted stock units 257 — — Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 175,487 — — Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 112,255 $ (65,256) $ 174,293 |
Equity-based Compensation Plans
Equity-based Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Equity-based Compensation Plans | |
Equity-based Compensation Plans | 20. Equity-based Compensation Plans The following table summarizes the equity-based compensation that has been included in the following line items within the consolidated statements of operations during: Year Ended December 31, ($ in thousands) 2017 2016 2015 Equity-based compensation expense: Costs applicable to revenue $ 386 $ 90 $ — Selling, general, and administrative 4,723 1,507 — Total equity-based compensation expense $ 5,109 $ 1,597 $ — Total income tax benefit recognized related to equity-based compensation $ 619 $ 125 $ — CWGS Enterprises, LLC Equity Incentive Plan In 2012, CWGS, LLC entered into the CWGS Enterprises, LLC Equity Incentive Plan (the “CWGS LLC Plan”), as defined in CWGS, LLC’s Limited Liability Agreement, with certain employees and directors of the Company, who, in the judgment of the Company, had played a meaningful role in enhancing the value of CWGS, LLC. Such employees and directors had been granted awards (“Profits Units”) under the CWGS LLC Plan which entitled them to receive, in aggregate, up to 10% of the increase in the value of the Company above certain thresholds, if any, realized in such sale of CWGS, LLC or other liquidity event. CWGS, LLC began making grants of these Profits Units pursuant to the CWGS LLC Plan effective for the year ended December 31, 2012. Generally, so long as the Unit holder is employed or remains a member of the board of managers of the Company, these Profits Units vest over time (generally a four‑year period), but do not become exercisable or fully vested until a liquidity event occurs. All unvested Profits Units become exercisable and fully vested upon a liquidity event. Any unvested Profits Units are forfeited if the Unit holder ceases to be an employee of the Company or remain on the board of managers of the Company. As of December 31, 2015, there were 15,556 Profits Units authorized, issued and outstanding pursuant to the CWGS LLC Plan. During the year ended December 31, 2015, no equity-based compensation expense was recorded relating to the Profits Units because the Company determined, as of the period end, it was not probable that a sale of CWGS, LLC or other liquidity event would occur. On April 4, 2016, CWGS, LLC's board of directors approved a Profits Units redemption by Mr. Lemonis in the amount of 1,763 Profits Units for $17.0 million. CWGS, LLC remitted the proceeds to Mr. Lemonis through a cash distribution in the amount of $13.0 million and a $4.0 million note. The note bore interest at 3.00% per annum and had scheduled principal amortization of (i) $1.5 million, plus all accrued and unpaid interest on May 1, 2016, (ii) $1.5 million, plus all accrued and unpaid interest on June 1, 2016 and (iii) all outstanding principal, plus all accrued and unpaid interest on July 1, 2016. The largest aggregate amount of principal outstanding since the note was issued on April 4, 2016 was $4.0 million and the Company paid $6,250 of interest on the note prior to its repayment in full in April 2016. The Company recorded an equity-based compensation charge of $60,000 relating to this redemption during the year ended December 31, 2016 based on the grant date fair value. On October 6, 2016, in connection with the Company’s IPO, the remaining 13,793 outstanding Profits Units fully vested and converted to 5,877,513 common units of CWGS, LLC. These common units were exchangeable for shares of the Company’s Class A common stock on a one-to-one basis. The Company recorded an equity-based compensation charge of $0.9 million relating to this conversion during the year ended December 31, 2016 based on the grant date fair value. The weighted-average grant date fair value of Profits Units granted during the year ended December 31, 2015 was $317 per unit. No Profits Units were granted during the year ended December 31, 2016. As of December 31, 2016, there were no Profits Units outstanding and no further Profits Units were available for grant under the CWGS LLC Plan. 2016 Incentive Award Plan In October 2016, the Company adopted the 2016 Incentive Award Plan (the “2016 Plan”) under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of equity-based awards to employees, consultants or non-employee directors of the Company. The Company does not intend to use cash to settle any of its equity-based awards. Upon the exercise of a stock option award, the vesting of a restricted stock unit or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares. Stock options and restricted stock units granted to employees vest in equal annual installments over a three to five- year period and are canceled upon termination of employment. Stock options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant. Stock option grants expire after ten years unless canceled earlier due to termination of employment. Restricted stock units granted to non-employee directors vest in equal annual installments over a three-year period subject to voluntary deferral elections made at the time of grant. The Company did not grant any stock options during the years ended December 31, 2017 or 2015. The fair value of the stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions for the year ended December 31,: 2016 Expected term (years) (1) Expected volatility (2) % Risk-free interest rate (3) % Dividend yield (4) % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) The dividend yield was based on the Company’s expectation at the time of grant to declare quarterly dividends of $0.06 per share. A summary of stock option activity for the year ended December 31, 2017 is as follows: Weighted Average Aggregate Remaining Stock Options Weighted Average Intrinsic Value Contractual Life (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2016 1,118 $ 21.86 Granted — Exercised (80) $ 21.70 Forfeited (85) $ 22.00 Cancelled — Outstanding at December 31, 2017 953 $ 21.86 $ 21,789 8.7 Options exercisable at December 31, 2017 185 $ 21.91 $ 4,232 8.5 The weighted-average grant date fair value of stock options granted during the year ended December 31, 2016 was $7.24. At December 31, 2017, total unrecognized compensation cost related to unvested stock options was $5.1 million and is expected to be recognized over a weighted-average period of 2.8 years. The intrinsic value of stock options exercised was $1.7 million for the year ended December 31, 2017. The actual tax benefit for the tax deductions from the exercise of stock options was $0.3 million for the year ended December 31, 2017. There were no exercises of stock options during the year ended December 31, 2016. A summary of restricted stock unit activity for the year ended December 31, 2017 is as follows: Restricted Weighted Average Stock Units Grant Date (in thousands) Fair Value Outstanding at December 31, 2016 144 $ 21.37 Granted 1,145 $ 39.10 Vested (33) $ 21.37 Forfeited (9) $ 21.40 Outstanding at December 31, 2017 1,247 $ 37.65 The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2017 and 2016 were $39.10 and $21.37, respectively. At December 31, 2017, the intrinsic value of unvested restricted stock units was $55.8 million. At December 31, 2017, total unrecognized compensation cost related to unvested restricted stock units was $44.3 million and is expected to be recognized over a weighted-average period of 4.0 years. The fair value of restricted stock units that vested during the year ended December 31, 2017 was $1.3 million. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $0.3 million for the year ended December 31, 2017. There were no restricted stock units that vested during the year ended December 31, 2016. The restricted stock units that vested were net share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the restricted stock units on their respective vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share | |
Earnings Per Share | 21. Earnings Per Share Basic and Diluted Earnings Per Share Basic earnings per share of Class A common stock is computed by dividing net income (loss) available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income (loss) available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. As described in Note 18 — Stockholders’ Equity, on October 6, 2016, the LLC Agreement was amended and restated to, among other things, (i) provide for a new single class of common membership interests, the common units of CWGS, LLC, and (ii) exchange all of the then-existing membership interests of the Original Equity Owners for common units of CWGS, LLC. This Recapitalization changed the relative membership rights of the Original Equity Owners such that retroactive application of the Recapitalization to periods prior to the IPO for the purposes of calculating earnings per share would not be appropriate. Prior to the IPO, the CWGS, LLC membership structure included membership units, preferred units, and Profits Units. During the period of September 30, 2014 to October 6, 2016, there were 70,000 preferred units outstanding that received a total preferred return of $2.1 million per quarter in addition to their proportionate share of distributions made to all members of CWGS, LLC. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on October 6, 2016. The basic and diluted earnings per share period for the year ended December 31, 2016 represents only the period of October 6, 2016 to December 31, 2016. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Year Ended December 31, (In thousands except per share amounts) 2017 2016 Numerator: Net income $ 232,974 $ 11,528 Less: net income attributable to non-controlling interests (204,612) (9,942) Net income (loss) attributable to Camping World Holdings, Inc. — basic 28,362 1,586 Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock — 4,164 Net income (loss) attributable to Camping World Holdings, Inc. — diluted $ 28,362 $ 5,750 Denominator: Weighted-average shares of Class A common stock outstanding — basic 26,622 18,766 Dilutive common units of CWGS, LLC that are convertible into Class A common stock — 64,836 Weighted-average shares of Class A common stock outstanding — diluted 26,622 83,602 Earnings (loss) per share of Class A common stock — basic $ 1.07 $ 0.08 Earnings (loss) per share of Class A common stock — diluted $ 1.07 $ 0.07 For the years ended December 31, 2017 and 2016, 1.1 million stock options and 0.4 and 0.1 million restricted stock units, respectively, were excluded from the weighted-average in the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive. For the year ended December 31, 2017, 60.0 million common units of CWGS, LLC were also excluded from the weighted-average in the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive. Shares of the Company’s Class B and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B or Class C common stock under the two-class method has not been presented. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information | |
Segment Information | 22. Segment Information At December 31, 2017, 2016, and 2015, the Company had two reportable segments: (1) Consumer Services and Plans, and (2) Retail. The Company’s 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. The Company’s Retail segment is comprised of new and used RVs; parts and service; finance and insurance; and skiing, snowboarding, bicycling, skateboarding, marine and watersports products. 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 the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer. Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows: Year Ended December 31, ($ in thousands) 2017 2016 2015 Revenue: Consumer Services and Plans $ 195,614 $ 184,773 $ 174,600 Retail (1) 4,089,641 3,334,224 3,104,217 Total consolidated revenue $ 4,285,255 $ 3,518,997 $ 3,278,817 (1) The Company has adjusted certain prior period amounts for the correction of errors. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. Year Ended December 31, ($ in thousands) 2017 2016 2015 Segment income (1) : Consumer Services and Plans $ 98,371 $ 89,046 $ 80,522 Retail (2) 272,624 201,585 175,293 Total segment income 370,995 290,631 255,815 Corporate & other (5,373) (4,382) (2,689) Depreciation and amortization (31,545) (24,695) (24,101) Other interest expense, net (42,959) (48,318) (53,377) Tax Receivable Agreement liability adjustment 99,687 — — Loss and expense on debt restructure (849) (6,270) — Other expense, net — — 1 Income from operations before income taxes $ 389,956 $ 206,966 $ 175,649 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. (2) The Company has adjusted certain prior period amounts for the correction of errors. For the years ended December 31, 2016 and 2015, segment income for the Company’s Retail segment was originally reported as $203.8 million and $179.5 million, respectively. After correction of the errors totaling $2.2 million and $4.2 million for the years ended December 31, 2016 and 2015, respectively, segment income for the Company’s Retail segment was $201.6 million and $175.3 million, respectively. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. Year Ended December 31, ($ in thousands) 2017 2016 2015 Depreciation and amortization: Consumer Services and Plans $ 3,688 $ 3,780 $ 3,627 Retail 27,857 20,915 18,243 Total 31,545 24,695 21,870 Corporate & other — — 2,231 Total depreciation and amortization $ 31,545 $ 24,695 $ 24,101 Years ended December 31, ($ in thousands) 2017 2016 2015 Other interest expense, net: Consumer Services and Plans $ (2) $ 19 $ 32 Retail 5,883 5,395 16,015 Total 5,881 5,414 16,047 Corporate & other 37,078 42,904 37,330 Total interest expense $ 42,959 $ 48,318 $ 53,377 As of December 31, ($ in thousands) 2017 2016 2015 Restated Assets: Consumer Services and Plans $ 180,295 $ $ Retail (1) 2,078,535 Total 2,258,830 Corporate & other 302,647 Total assets $ 2,561,477 $ $ (1) The Company has adjusted certain prior period amounts for the correction of errors. Retail segment assets decreased $5.3 million and $5.5 million as of December 31, 2016 and 2015, respectively. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. Year Ended December 31, ($ in thousands) 2017 2016 2015 Capital expenditures: Consumer Services and Plans $ 3,366 $ 2,951 $ Retail 63,414 36,831 Total capital expenditures $ 66,780 $ $ |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information (Unaudited) | |
Quarterly Financial Information (Unaudited) | 23. Quarterly Financial Information (Unaudited) Three Months Ended December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, ($ in thousands) 2017 2017 2017 2017 2016 2016 2016 2016 Revenue (1) $ 888,992 $ 1,235,602 $ 1,279,026 $ 881,635 $ 668,903 $ 988,804 $ 1,065,259 $ 796,031 Income from operations (1) 44,291 110,664 136,521 69,904 32,128 87,572 104,053 55,437 Net income (loss) (1) (5,494) 83,752 105,093 49,623 11,528 68,247 84,108 37,176 Net income (loss) attributable to Camping World Holdings, Inc. (1) (18,093) 19,589 19,344 7,522 1,586 68,247 84,108 37,176 Earnings (loss) per share of Class A common stock (1) (2): Basic $ (0.52) 0.66 0.84 0.40 $ 0.08 $ — $ — $ — Diluted $ (0.52) 0.66 0.84 0.38 $ 0.07 $ — $ — $ — (1) The Company has adjusted certain prior period amounts for the correction of errors. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. (2) Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 21 — Earnings Per Share. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2017 | |
Schedule I - Condensed Financial Information of Registrant | |
Condensed Financial Information of Registrant | Schedule I: Condensed Financial Information of Registrant Camping World Holdings, Inc. Condensed Balance Sheet (Parent Company Only) (In Thousands Except Share Amounts) December 31, December 31, 2017 2016 Restated Assets Current assets: Cash and cash equivalents $ 14,503 $ 2,232 Prepaid income taxes and other 2,244 — Total current assets 16,747 2,232 Deferred tax asset 153,445 20,998 Investment in subsidiaries 24,315 (33,411) Total assets $ 194,507 $ (10,181) Liabilities and stockholders' equity Current liabilities: Accrued liabilities $ 313 $ 110 Income tax payable — 268 Current portion of liabilities under Tax Receivable Agreement 8,093 991 Total current liabilities 8,406 1,369 Liabilities under Tax Receivable Agreement, net of current portion 129,596 18,190 Total liabilities 138,002 19,559 Commitments and contingencies — — Stockholders' equity: Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of December 31, 2017 and December 31, 2016 — — Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 36,758,233 issued and 36,749,072 outstanding as of December 31, 2017 and 18,935,916 issued and outstanding as of December 31, 2016 367 189 Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued; and 50,836,629 outstanding as of December 31, 2017 and 62,002,729 outstanding as of December 31, 2016 5 6 Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of December 31, 2017 and December 31, 2016 — — Additional paid-in capital 49,941 (30,006) Retained earnings 6,192 71 Total stockholders' equity (deficit) 56,505 (29,740) Total liabilities and stockholders' equity (deficit) $ 194,507 $ (10,181) See accompanying Notes to Condensed Financial Statements Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statement of Income (Parent Company Only) (In Thousands) Year Ended Year Ended December 31, December 31, 2017 2016 Restated Revenue: Intercompany revenue $ 4,768 $ 1,564 Total revenue 4,768 1,564 Operating expenses: Selling, general, and administrative 4,770 1,564 Total operating expenses 4,770 1,564 Loss from operations (2) — Tax Receivable Agreement liability adjustment 99,687 — Equity in net income of subsidiaries 84,092 2,877 Income before income taxes 183,777 2,877 Income tax expense (155,415) (1,291) Net income $ 28,362 $ 1,586 See accompanying Notes to Condensed Financial Statements Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statement of Cash Flows (Parent Company Only) (In Thousands) Year Ended Year Ended December 31, December 31, 2017 2016 Restated Operating activities Net income $ 28,362 $ 1,586 Adjustments to reconcile net income to net cash used in operating activities: Equity in net income of subsidiaries (84,092) (2,877) Deferred tax expense 127,305 965 Tax receivable agreements liability adjustment (99,687) — Change in assets and liabilities, net of acquisitions: Prepaid income taxes and other assets (2,240) — Accounts payable and other accrued assets (1,798) (471) Payment pursuant to Tax Receivable Agreement (203) — Income taxes payable 651 684 Net cash used in operating activities (31,702) (113) Investing activities Purchases of LLC Interest from CWGS, LLC (124,150) (243,845) Distributions received from CWGS, LLC 66,092 3,889 Net cash used in investing activities (58,058) (239,956) Financing activities Proceeds from issuance of Class A common stock sold in an initial public offering net of underwriter discounts and commissions — 243,809 Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts and commissions 122,544 — Proceeds from issuance of Class B common stock — 7 Dividends paid to Class A common stockholders (22,241) (1,515) Proceeds from exercise of stock options 1,728 — Net cash provided by financing activities 102,031 242,301 Increase in cash 12,271 2,232 Cash at beginning of year 2,232 — Cash at end of the year $ 14,503 $ 2,232 See accompanying Notes to Condensed Financial Statements Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Notes to Condensed Financial Statements (Parent Company Only) December 31, 2017 1. Organization Camping World Holdings, Inc. (the “Parent Company”) was formed on March 8, 2016 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC”), and certain deferred tax assets On October 13, 2016, the Parent Company completed an initial public offering ("IPO") of 11,872,200 shares of its Class A common stock at a public offering price of $22.00 per share, which includes 508,564 shares issued pursuant to the underwriters' over-allotment option on November 4, 2016. The Parent Company received $243.8 million in proceeds, net of underwriting discounts and commissions, which it used to purchase newly-issued common units from CWGS, LLC at a price per interest equal to the IPO price of its Class A common stock. The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC’s Senior Secured Credit Facilities. See Note 7 to the consolidated financial statements. 2. Basis of Presentation These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Camping World Holdings, Inc. and the accompanying notes thereto, included in this Form 10-K. For purposes of these condensed financial statements, the Parent Company's interest in CWGS, LLC is recorded based upon its proportionate share of CWGS, LLC's net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of CWGS, LLC, and pursuant to the Amended and Restated LLC Agreement of CWGS, LLC (the “LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized. Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. $4.8 million and $84.1 million of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation for the year ended December 31, 2017. $1.6 million and $2.9 million of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation for the year ended December 31, 2016. $0.1 million of an intercompany payable to CWGS, LLC was included in accrued liabilities at December 31, 2017. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $137.7 million and $19.2 million as of December 31, 2017 and 2016, respectively. 3. Restatement to Prior Periods Following the purchase of newly-issued common units from CWGS, LLC in connection with the IPO, the Parent Company’s deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis) (the “Outside Basis Deferred Tax Asset”). In connection with preparing its financial statements for the year ended December 31, 2017, the Parent Company determined that a portion of the Outside Basis Deferred Tax Asset related to its acquisition of its direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Parent Company were to dispose of its investment in CWGS, LLC, which the Parent Company has no current plan to do. Accordingly, the Parent Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its deferred tax asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Parent Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at December 31, 2017 the valuation allowance was $89.5 million, which includes the decrease of $47.0 million during the year ended December 31, 2017 for the remeasurement of this deferred tax asset under the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). Because the Parent Company’s consolidated financial statements as of and for the year ended December 31, 2016 included the Outside Basis Deferred Tax Asset, the Parent Company has restated its condensed financial statements as of and for the year ended December 31, 2016 to reflect a valuation allowance against the portion of the deferred tax asset related to the outside basis difference of $102.7 million (the “Restatement”). There was no impact on net income or cash flows resulting from the Restatement. The Parent Company also corrected for errors that were immaterial to previously-reported condensed financial statements. These errors were also identified in connection with the preparation of the financial statements for the year ended December 31, 2017, and related to i) the lack of deferral of a portion of Good Sam roadside assistance policies sold through the finance and insurance process with the sale of new and used vehicles and ii) the application of a portion of certain vendor rebates against the related inventory balances. To quantify these errors, management performed an analysis of deferred roadside assistance policies and vendor rebates applicable to ending inventory for each period presented. The Parent Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108 and, determined the effect of these corrections was not material to the previously issued financial statements as of and for the year ended December 31, 2016. As a result of also correcting these errors, equity in net income of subsidiaries and net income have been revised (the “Immaterial Adjustments”). The following table presents the effect on the Parent Company’s condensed balance sheet for the period indicated. At December 31, 2016 ($ in thousands) As Reported Adjustment As Corrected Deferred tax asset $ 122,444 $ (101,446) $ 20,998 Investment in subsidiaries (30,139) (3,272) (33,411) Total assets 94,537 (104,718) (10,181) Additional paid-in capital 74,239 (104,245) (30,006) Retained earnings 544 (473) 71 Total stockholders' equity 74,978 (104,718) (29,740) Total liabilities and stockholders' equity 94,537 (104,718) (10,181) The following table presents the effect on the Parent Company’s condensed statement of income for the period indicated. Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected Equity in net income of subsidiaries $ 3,350 $ (473) $ 2,877 Net income 2,059 (473) 1,586 4. Commitments and Contingencies On October 6, 2016, the Parent Company entered into a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 10 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 10 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2017 and 2016, liabilities under the tax receivable agreement totaled $137.7 million and $19.2 million, respectively. 5. Statements of Cash Flows Supplemental disclosures of cash flow information for the years ended December 31, are as follows (in thousands): Year Ended Year Ended December 31, December 31, 2017 2016 Cash paid during the period for: Interest $ — $ — Income taxes 31,543 58 Non-cash investing activities: Portion of subsidiary's acquisition purchase price paid through issuance of Class A common stock 5,720 — Non-cash financing activities: Par value of Class A common stock issued in exchange for common units in CWGS, LLC 130 — Par value of Class A common stock issued for vested restricted stock units — — Par value of Class A common stock issued for acquisition 1 — |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts | |
Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts Balance at Additions Charged Charges Balance Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense (1) Accounts (2) (Write-offs) of Period Accounts receivable allowance (3): Year ended December 31, 2017 $ 8,753 $ 838 $ 9,658 $ (10,590) $ 8,659 Year ended December 31, 2016 $ 8,370 $ 1,332 $ 12,960 $ (13,909) $ 8,753 Year ended December 31, 2015 $ 5,748 $ 2,180 $ 13,505 $ (13,063) $ 8,370 (1) Additions to allowance for doubtful accounts are charged to expense. (2) Additions to cancellations/returns allowances are credited against revenue. (3) Accounts receivable allowance includes the allowance for doubtful accounts and the allowance for cancellations /returns. Balance at Additions Charged Charges Balance Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense Accounts (1) (Write-offs) of Period Noncurrent other assets allowance: Year ended December 31, 2017 $ 5,737 $ — $ 6,918 $ (5,468) $ 7,187 Year ended December 31, 2016 $ 4,554 $ — $ 3,209 $ (2,026) $ 5,737 Year ended December 31, 2015 $ 3,081 $ — $ 2,826 $ (1,353) $ 4,554 (1) Additions to cancellations /returns allowances are credited against revenue. Tax Valuation Tax Valuation Allowance Allowance Balance at Charged to Credited to Charged Balance Beginning Income Tax Income Tax to Other at End (In Thousands) of Period Provision Provision Accounts (1) of Period Valuation allowance for deferred tax assets: Year ended December 31, 2017 $ 146,259 $ 11,194 $ (64,535) $ 33,788 $ 126,706 Year ended December 31, 2016 (Restated) $ 42,504 $ 1,049 $ — $ 102,706 $ 146,259 Year ended December 31, 2015 $ 41,769 $ 735 $ — $ — $ 42,504 (1) Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions (the “Reorganization Transactions”) that occurred on October 6, 2016 (see Note 18 — Stockholders’ Equity for a discussion of these transactions) resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of December 31, 2017 and 2016, CWH owned 41.5% and 22.6%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements. As the Reorganization Transactions, discussed in Note 18 — Stockholders’ Equity, are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and related Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. All significant intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. Certain prior-period amounts have been reclassified to conform to the current period presentation. 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. |
Description of the Business | Description of the Business CWH 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 primarily provides its retail offerings primarily through its Camping World, Gander Outdoors and Overton’s brands. 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 and used recreational vehicles (“RV”); parts and service, including RV accessories and supplies; camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment 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 outdoor enthusiasts. At December 31, 2017, the Company operated 140 Camping World retail locations, of which 124 locations sell new and used RV’s, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser and outdoor enthusiasts; two Gander Outdoors locations offering outdoor products and services; two Overton’s locations offering marine and watersports products; two TheHouse.com locations offering skiing, snowboarding, bicycling, and skateboarding products; five Uncle Dan’s locations offering outdoor products and services, and one W82 location offering skiing, snowboarding, and skateboarding products. |
Restatement to Prior Periods | Restatement to Prior Periods Following the purchase of newly-issued common units from CWGS, LLC in connection with the IPO, the Company’s deferred tax balances have reflected the differences in the book and tax basis of its investment in CWGS, LLC (i.e., outside basis) (the “Outside Basis Deferred Tax Asset”). In connection with preparing its financial statements for the year ended December 31, 2017, the Company determined that a portion of the Outside Basis Deferred Tax Asset related to its acquisition of the direct interest in CWGS, LLC through newly issued LLC units is not expected to be realized unless the Company were to dispose of its investment in CWGS, LLC, which the Company has no current plan to do. Accordingly, the Company has determined that it should have established a valuation allowance of $102.7 million against this portion of its Outside Basis Deferred Tax Asset that was recorded through equity as of December 31, 2016. Following the establishment of the valuation allowance as of December 31, 2016, the Company recognizes subsequent changes to the valuation allowance through the provision for income taxes or equity, in accordance with generally accepted accounting principles, and at December 31, 2017 the valuation allowance was $89.5 million, which includes the provisional decrease of $47.0 million during the year ended December 31, 2017 for the remeasurement of this deferred tax asset under the U.S. Tax Cuts and jobs Act of 2017 (“2017 Tax Act”). Because the Company’s consolidated financial statements as of and for the year ended December 31, 2016 included the Outside Basis Deferred Tax Asset, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2016 to reflect a valuation allowance against the portion of the deferred tax asset related to the outside basis difference of $102.7 million (the “Restatement”). There was no impact on net income or cash flows for the related periods affected by the Restatement. The Company also corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were also identified in connection with the preparation of the financial statements for the year ended December 31, 2017, and related to i) the lack of deferral of a portion of Good Sam roadside assistance policies sold through the finance and insurance process with the sale of new and used vehicles, ii) the application of a portion of certain vendor rebates against the related inventory balances, iii) the elimination of intercompany allocation of certain revenue from new and used vehicles to consumer services and plans, and iv) the allocation of the intercompany markup between costs applicable to new and used vehicles. To quantify these errors, management performed an analysis of deferred roadside assistance policies and vendor rebates applicable to ending inventory for the years ended December 31, 2016, 2015, 2014, and 2013 and the interim periods in 2017 and 2016. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108 and, determined the effect of these corrections was not material to the previously issued financial statements as of and for the years ended December 31, 2016 and 2015. As a result of also correcting these errors, new vehicles revenue, used vehicles revenue, finance and insurance, net revenue, costs applicable to revenue – new vehicles, costs applicable to revenue – used vehicles, all within the retail segment, and net income attributable to non-controlling interests and earnings per share, basic and diluted have been revised (the “Immaterial Adjustments”). There was no effect on any per share amounts prior to the quarter ended December 31, 2016 as such periods were before the Company’s IPO, see Note 21 — Earnings Per Share. Additionally, as a result of these errors, the cumulative effect of the change on stockholders’ /members’ deficit as of January 1, 2015, the earliest date presented in these consolidated financial statements, was $8.1 million from an as reported amount of $242.6 million to an as corrected amount of $250.7 million. The following table presents the effect of the Restatement and the Immaterial Adjustments on the Company’s consolidated balance sheets for the periods indicated: As of December 31, 2016 As of December 31, 2015 ($ in thousands) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Inventories $ 909,254 $ (6,543) $ 902,711 $ 861,847 $ (5,520) $ 856,327 Total current assets 1,132,705 (6,543) 1,126,162 1,050,981 (5,520) 1,045,461 Deferred tax asset 125,878 (101,445) 24,433 6,234 — 6,234 Total assets 1,563,765 (107,988) 1,455,777 1,338,105 (5,520) 1,332,585 Deferred revenues and gains, current portion 68,643 2,485 71,128 63,616 2,005 65,621 Total current liabilities 865,937 2,485 868,422 863,098 2,005 865,103 Deferred revenues and gains, long-term portion 52,210 5,449 57,659 52,151 4,774 56,925 Total liabilities 1,591,980 7,934 1,599,914 1,632,965 6,779 1,639,744 Additional paid-in capital 74,239 (104,245) (30,006) — — — Retained earnings 544 (473) 71 — — — Total stockholders' equity attributable to Camping World Holdings, Inc./ members' deficit 74,978 (104,718) (29,740) (294,860) (12,299) (307,159) Non-controlling interest (103,193) (11,204) (114,397) — — — Stockholders'/ members' equity (deficit) (28,215) (115,922) (144,137) (294,860) (12,299) (307,159) Total liabilities and stockholders' / members' equity (deficit) 1,563,765 (107,988) 1,455,777 1,338,105 (5,520) 1,332,585 The following table presents the effect of the Immaterial Adjustments on the Company’s consolidated statements of income for the periods indicated: Year Ended December 31, 2016 Year Ended December 31, 2015 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: New vehicles $ 1,866,182 $ (3,987) $ 1,862,195 $ 1,606,465 $ (3,207) $ 1,603,258 Used vehicles 705,893 (2,567) 703,326 806,399 (2,520) 803,879 Finance and insurance, net 229,839 (1,155) 228,684 190,820 (1,550) 189,270 Retail segment revenues 3,341,933 (7,709) 3,334,224 3,111,494 (7,277) 3,104,217 Total revenue 3,526,706 (7,709) 3,518,997 3,286,094 (7,277) 3,278,817 Costs applicable to revenue- new vehicles 1,604,534 (7,671) 1,596,863 1,379,156 (3,993) 1,375,163 Costs applicable to revenue- used vehicles 555,113 2,140 557,253 646,936 953 647,889 Retail segment costs applicable to revenue 2,448,833 (5,531) 2,443,302 2,301,081 (3,040) 2,298,041 Total costs applicable to revenue 2,528,105 (5,531) 2,522,574 2,382,830 (3,040) 2,379,790 Income from operations 281,368 (2,178) 279,190 244,510 (4,237) 240,273 Income before income taxes 209,144 (2,178) 206,966 179,886 (4,237) 175,649 Net income 203,237 (2,178) 201,059 178,530 (4,237) 174,293 Net income attributable to non-controlling interests (11,576) 1,634 (9,942) — — — Net income attributable to Camping World Holdings, Inc. 191,661 (544) 191,117 178,530 (4,237) 174,293 Earnings per share of Class A common stock: Basic $ 0.11 $ (0.03) $ 0.08 n/a n/a n/a Diluted $ 0.09 $ (0.02) $ 0.07 n/a n/a n/a While the error corrections did not have an impact on cash provided by or used in operating, investing, or financing activities, the applicable line items on the above tables within cash provided by operating activities on the consolidated statements of cash flows have been appropriately revised for the periods presented. The impact of these error corrections to relevant segment and quarterly financial information is presented in Notes 22 and 23 to these consolidated financial statements, respectively. |
Use of Estimates | Use of Estimates The preparation of 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying Consolidated Financial Statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long‑lived assets, assets held for sale, program cancellation reserves, and accruals related to self‑insurance programs, estimated tax liabilities and other liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short‑term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short‑term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the Consolidated Balance Sheets, and changes in the amounts are reflected in operating cash flows in the accompanying Consolidated Statement of Cash Flows. |
Restricted Cash | Restricted Cash Restricted cash balances are pledged primarily in lieu of letters of credit. Restricted cash is expected to become available to the Company when the letters of credit are issued. |
Contracts in Transit | Contracts in Transit Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to Camping World’s customers for the purchase of a vehicle in the normal course of business. These receivables are short‑term in nature and are from various financial institutions located throughout the United States. The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2017 and 2016 was approximately $227.9 million and $119.0 million, respectively. The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. |
Inventories, net | Inventories, net Retail inventories consist primarily of new and used recreational vehicles held for sale valued using the specific‑identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer‑installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade‑in. Parts and accessories are valued at the lower of cost or net realizable value. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise and are stated at lower of first‑in, first‑out cost or net realizable value. |
Property and Equipment, net | Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight‑line method over the following estimated useful lives of the assets: Years Building and improvements Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3-12 Software 3-5 Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is reviewed at least annually for impairment, and more often when impairment indicators are present (see Note 5 — Goodwill and Intangible Assets). Finite‑lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Finite‑lived intangible assets consist of membership and customer lists with weighted‑average useful lives of approximately 11.2 years, trademarks and trade names with weighted average useful lives of approximately 15.0 years, and websites with weighted-average useful lives of approximately 10.0 years. The weighted-average useful life of all our finite-lived intangible assists is approximately 12.4 years. |
Long-Lived Assets | Long‑Lived Assets Long‑lived assets included in property and equipment, net, including capitalized software costs to be held and used, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized to the extent the sum of the discounted estimated future cash flows from the use of the asset is less than the carrying value. For the Company’s major software systems, such as its accounting and membership systems, the Company’s capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post‑development stage costs. |
Self-Insurance Program | Self‑Insurance Program Self‑insurance reserves represent amounts established as a result of insurance programs under which the Company self‑insures portions of the business risks. The Company carries substantial premium‑paid, traditional risk transfer insurance for various business risks. The Company self‑insures and establishes reserves for the retention on workers’ compensation insurance, general liability, automobile liability, professional errors and omission liability, and employee health claims. The self‑insured claims liability was approximately $16.1 million and $11.3 million at December 31, 2017 and 2016, respectively. The determination of such claims and expenses and the appropriateness of the related liability are continually reviewed and updated. The self‑insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the random nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2017 and 2016, these letters of credit were approximately $12.2 million and $10.8 million, respectively. This includes $8.9 million and $7.6 million as of December 31, 2017 and 2016, respectively, issued under the FreedomRoads, LLC Floor Plan Facility (see Note 3 — Inventories and Notes Payable — Floor Plan, net), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 7 — Long ‑ Term Debt). |
Long-Term Debt | Long‑Term Debt The fair value of the Company’s long‑term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customers, fees are fixed or determinable, and collectability is reasonably assured. Consumer Services and Plans revenue consists of revenue from membership clubs, publications, consumer shows, and marketing and royalty fees from various consumer services and plans. Certain Consumer Services and Plans revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18‑year period is used, which is the actuarially determined estimated fulfillment period. Roadside Assistance (“RA”) revenues are deferred and recognized over the life of the membership. RA claim expenses are recognized when incurred. Certain Consumer Services and Plans memberships may be sold bundled with a merchandise certificate to a Camping World retail location. The selling price of the membership is typically determined based on vendor specific objective evidence (“VSOE”) or, in the absence of VSOE, the selling price is determined by management's best estimate of selling price, which considers market and economic conditions, internal costs, pricing, and discounting practices. The selling price of the merchandise certificate is determined based management’s best estimated selling price, which considers the face value of the discount provided by the merchandise certificate and adjusts for the likelihood that the merchandise certificate will be redeemed. The bundled price is then allocated between the membership and merchandise certificate based on their relative selling prices. Royalty revenue is earned under the terms of an arrangement with a third‑party credit card provider based on a percentage of the Company’s co‑branded credit card portfolio retail spend with such third‑party credit card provider. Marketing fees for finance, insurance, extended service and other similar products are recognized, net of a reserve for estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. Promotional expenses, consisting primarily of direct‑mail advertising, are deferred and expensed over the period of expected future benefit, typically three months based on historical actual response rates. Renewal expenses are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded at the time of delivery, net of an estimated provision for returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. Subscription and newsstand revenues and expenses related to annual publications are deferred until the publications are distributed. Revenue and related expenses for consumer shows are recognized when the show occurs. Retail revenue consists of sales of new and used recreational vehicles, commissions on related finance and insurance contracts, and sales of parts, services and other products. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, and the sales price must be reasonably expected to be collected and delivery has occurred. Revenue from parts, services and other products sales is recognized on the delivery of the part or completion of the service. Finance and insurance revenue is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, and selling insurance and service contracts, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. A reserve for chargebacks is recorded as a reduction of revenues in the period in which the related revenue is recognized. |
Parts and Service Internal Profit | Parts and Service Internal Profit The Company’s parts and service departments recondition the majority of used vehicles acquired by the Company’s used vehicle departments and perform minor preparatory work on new vehicles acquired by the Company’s new vehicle departments. The parts and service departments charge the new and used vehicle departments as if they were third parties in order to account for total activity performed by that department. The revenue and costs applicable to revenue associated with the internal work performed by the Company’s parts and service departments are eliminated in consolidation. Also in consolidation, the Company eliminates the internal profit on vehicles and parts inventory that have not been sold. |
Advertising Expense | Advertising Expense At December 31, 2017 and 2016, $6.5 million and $6.9 million, respectively, of advertising expenses were capitalized as direct‑response advertising, of which $5.2 million and $5.5 million, respectively, were reported as assets and $1.2 million and $1.4 million, respectively, were reported net of related deferred revenue. Other advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2017, 2016, and 2015 were $86.6 million, $76.0 million, and $76.2 million, respectively. |
Vendor Allowances | Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable. |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2017, 2016, and 2015, $4.1 million, $2.3 million, and $5.6 million of shipping and handling fees, respectively, were included in the Retail segment as revenue. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 10 — Income Taxes. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). The amendments in the accounting standard replace the lower of cost or market test with a lower of cost and net realizable value test. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2016. The Company adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU amends guidance on the classification and measurement of financial instruments. Although ASU 2016-01 retains many current requirements, it significantly revises an entity’s accounting related to investments in equity securities, excluding those accounted for under the equity method of accounting or those that result in the consolidation of the investee. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. One of the amendments eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017, which eliminated the disclosure requirements discussed above, and the adoption did not materially impact its consolidated financial statements or results of operations. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with Accounting Standards Codification (“ASC”) Topic No. 606. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and must be applied prospectively. The Company early adopted the amendments of this ASU as of January 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The amendments in ASU 2017-09 require entities to apply modification accounting in Topic 718 only when changes to the terms or conditions of a share-based payment award result in changes to fair value, vesting conditions or the classification of the award as equity or liability. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The guidance will be applied prospectively upon adoption. The Company does not expect the adoption will have a material impact on its consolidated financial statements or results of operations; however, the amount of the impact to equity-based compensation expense will depend on the terms specified in any new changes to the equity-based payment awards, if any. The Company early adopted the amendments of this ASU as of October 1, 2017 and the adoption did not materially impact its consolidated financial statements or results of operations. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2014-09, which are effective upon the adoption of ASU 2014-09. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity will be required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. To assess the impact of the ASU, the Company established an internal implementation team to review its current accounting policies and practices, identify all material revenue streams, assess the impact of the ASU on its material revenue streams and identify potential differences with current policies and practices. The team has identified the Company’s material revenue streams to be the sale of new and used vehicles; the sale of parts, RV accessories, and supplies; the performance of vehicle maintenance and repair services; the arrangement of associated vehicle financing; the sale of insurance and emergency roadside assistance contracts; and the sale of club memberships. The Company has utilized a comprehensive approach to assess the impact of the guidance on its contract portfolio by reviewing its current accounting policies and practices to identify potential differences that would result from applying the new requirements to its revenue contracts, including evaluation of its performance obligations, principal versus agent considerations and variable consideration. The Company is substantially complete with its contract and business process reviews and implemented changes to its controls to support recognition and disclosures under the new guidance. Based on the foregoing, the Company currently does not expect this guidance to have a material impact on its consolidated financial statements or results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The FASB has subsequently issued ASU No. 2018-01 that provides a practical expedient relating to land easements, which is effective upon the adoption of ASU 2016-02. The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of the ASU will have a significant impact on its consolidated balance sheet by reporting a right-to-use lease asset and corresponding lease obligation, as currently most of its real estate is leased via operating leases. Adoption of this ASU is required to be done using a modified retrospective approach. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Schedule of restatements | As of December 31, 2016 As of December 31, 2015 ($ in thousands) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Inventories $ 909,254 $ (6,543) $ 902,711 $ 861,847 $ (5,520) $ 856,327 Total current assets 1,132,705 (6,543) 1,126,162 1,050,981 (5,520) 1,045,461 Deferred tax asset 125,878 (101,445) 24,433 6,234 — 6,234 Total assets 1,563,765 (107,988) 1,455,777 1,338,105 (5,520) 1,332,585 Deferred revenues and gains, current portion 68,643 2,485 71,128 63,616 2,005 65,621 Total current liabilities 865,937 2,485 868,422 863,098 2,005 865,103 Deferred revenues and gains, long-term portion 52,210 5,449 57,659 52,151 4,774 56,925 Total liabilities 1,591,980 7,934 1,599,914 1,632,965 6,779 1,639,744 Additional paid-in capital 74,239 (104,245) (30,006) — — — Retained earnings 544 (473) 71 — — — Total stockholders' equity attributable to Camping World Holdings, Inc./ members' deficit 74,978 (104,718) (29,740) (294,860) (12,299) (307,159) Non-controlling interest (103,193) (11,204) (114,397) — — — Stockholders'/ members' equity (deficit) (28,215) (115,922) (144,137) (294,860) (12,299) (307,159) Total liabilities and stockholders' / members' equity (deficit) 1,563,765 (107,988) 1,455,777 1,338,105 (5,520) 1,332,585 The following table presents the effect of the Immaterial Adjustments on the Company’s consolidated statements of income for the periods indicated: Year Ended December 31, 2016 Year Ended December 31, 2015 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: New vehicles $ 1,866,182 $ (3,987) $ 1,862,195 $ 1,606,465 $ (3,207) $ 1,603,258 Used vehicles 705,893 (2,567) 703,326 806,399 (2,520) 803,879 Finance and insurance, net 229,839 (1,155) 228,684 190,820 (1,550) 189,270 Retail segment revenues 3,341,933 (7,709) 3,334,224 3,111,494 (7,277) 3,104,217 Total revenue 3,526,706 (7,709) 3,518,997 3,286,094 (7,277) 3,278,817 Costs applicable to revenue- new vehicles 1,604,534 (7,671) 1,596,863 1,379,156 (3,993) 1,375,163 Costs applicable to revenue- used vehicles 555,113 2,140 557,253 646,936 953 647,889 Retail segment costs applicable to revenue 2,448,833 (5,531) 2,443,302 2,301,081 (3,040) 2,298,041 Total costs applicable to revenue 2,528,105 (5,531) 2,522,574 2,382,830 (3,040) 2,379,790 Income from operations 281,368 (2,178) 279,190 244,510 (4,237) 240,273 Income before income taxes 209,144 (2,178) 206,966 179,886 (4,237) 175,649 Net income 203,237 (2,178) 201,059 178,530 (4,237) 174,293 Net income attributable to non-controlling interests (11,576) 1,634 (9,942) — — — Net income attributable to Camping World Holdings, Inc. 191,661 (544) 191,117 178,530 (4,237) 174,293 Earnings per share of Class A common stock: Basic $ 0.11 $ (0.03) $ 0.08 n/a n/a n/a Diluted $ 0.09 $ (0.02) $ 0.07 n/a n/a n/a |
Schedule of Property and Equipment, estimated useful lives of the assets | Years Building and improvements Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3-12 Software 3-5 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables | |
Summary of receivables | Receivables consisted of the following at December 31, (in thousands): 2017 2016 Consumer Services and Plans $ 28,130 $ 26,653 New and used vehicles 3,168 1,791 Parts, service and other 11,261 12,912 Trade accounts receivable 13,881 4,199 Due from manufacturers 18,746 13,950 Other 7,395 1,903 82,581 61,408 Allowance for doubtful accounts (2,700) (2,920) $ 79,881 $ 58,488 |
Inventories, net and Notes Pa35
Inventories, net and Notes Payable - Floor Plan, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory | |
Schedule of inventories | Inventories consisted of the following at December 31, (in thousands): December 31, December 31, 2017 2016 New RV vehicles $ 1,113,178 $ 721,091 Used RV vehicles 106,210 78,787 Parts, accessories and miscellaneous 196,527 102,833 $ 1,415,915 $ 902,711 |
Floor Plan Facility | |
Inventory | |
Schedule of outstanding amounts and available borrowing | The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, (in thousands): 2017 2016 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,415,000 $ 1,165,000 Less: borrowings (974,043) (625,185) Less: flooring line aggregate interest reduction account (106,055) (68,469) Additional borrowing capacity 334,902 471,346 Less: accounts payable for sold inventory (31,311) (21,692) Less: purchase commitments (77,144) (38,765) Unencumbered borrowing capacity $ 226,447 $ 410,889 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, net | |
Property and Equipment, net | Property and equipment consisted of the following at December 31, (in thousands): 2017 2016 Land $ 12,243 $ 6,248 Buildings and improvements 17,791 7,669 Leasehold improvements - inclusive of right to use assets 106,681 92,168 Furniture and equipment 115,429 91,449 Software 73,310 71,509 Systems development and construction in progress 34,382 4,498 359,836 273,541 Less: accumulated depreciation and amortization (161,814) (142,781) Property and equipment, net $ 198,022 $ 130,760 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets | |
Changes in goodwill by business line | The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2017 and 2016 (in thousands): Consumer Services and Plans Retail Consolidated Balance as of January 1, 2016 $ 49,944 $ 62,996 $ 112,940 Acquisitions — 40,165 40,165 Balance as of December 31, 2016 49,944 103,161 153,105 Acquisitions — 195,282 195,282 Balance as of December 31, 2017 $ 49,944 $ 298,443 $ 348,387 |
Finite-lived intangible assets and related accumulated amortization | Finite‑lived intangible assets and related accumulated amortization consisted of the following at December 31, (in thousands): 2017 Cost or Accumulated Fair Value Amortization Net Trademarks and trade names $ 14,187 $ (312) $ 13,875 Membership and customer lists 28,988 (8,194) 20,794 Websites 4,174 (136) 4,038 $ 47,349 $ (8,642) $ 38,707 2016 Cost or Accumulated Fair Value Amortization Net Membership and customer lists $ 9,485 $ (6,099) $ 3,386 $ 9,485 $ (6,099) $ 3,386 |
Schedule of amortization of finite lived intangibles assets | Amortization expense of finite-lived intangibles for the years ended December 31, 2017, 2016, and 2015 was $2.6 million, $1.0 million, and $0.8 million, respectively. The aggregate future five‑year amortization of finite‑lived intangibles at December 31, 2017, was as follows (in thousands): 2018 $ 4,447 2019 4,366 2020 3,497 2021 3,076 2022 2,881 Thereafter 20,440 $ 38,707 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities | |
Schedule Of Accrued liabilities | Accrued liabilities consisted of the following at December 31, (in thousands): 2017 2016 Compensation and benefits $ 45,875 $ Other accruals 56,054 $ 101,929 $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt. | |
Long-Term debt | The following reflects outstanding long‑term debt as of December 31 (in thousands): 2017 2016 Term Loan Facility (1) $ 916,902 $ 626,753 Less: current portion (9,465) (6,450) $ 907,437 $ 620,303 (1) Net of $6.0 million and $6.3 million original issue discount at December 31, 2017 and 2016, respectively, and $14.2 million and $11.9 million of finance costs at December 2017 and 2016, respectively. |
Schedule of Aggregate Maturities of Long-term Debt | The aggregate future maturities of long‑term debt at December 31, 2017, were as follows (in thousands): 2018 $ 9,465 2019 9,465 2020 9,465 2021 9,465 2022 9,465 Thereafter 889,758 Total $ 937,083 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Capital Lease Obligations. | |
Schedule of leases in property and equipment | The Company has included these leases in property and equipment, net at December 31, as follows (in thousands): 2017 2016 Furniture and equipment $ 5,741 $ Accumulated depreciation (4,379) $ 1,362 $ |
Schedule future minimum lease payments | The following is a schedule by year of future minimum lease payments (in thousands) under the capitalized leases, together with the present value of net minimum lease payments at December 31, 2017 (including current portion of $0.8 million): 2018 $ 863 2019 23 886 Interest (19) $ 867 |
Right to Use Liability (Tables)
Right to Use Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Right to Use Liability | |
Schedule of right to use assets | The Company has included the right to use assets in property and equipment, net at December 31, as follows (in thousands): 2017 2016 Right to use assets $ 10,673 $ 10,673 Accumulated depreciation (926) (667) $ 9,747 $ 10,006 |
Schedule of future changes in the right to use liability | The following is a schedule by year of the future changes in the right to use liability (in thousands): 2018 $ 583 2019 486 2020 486 2021 487 2022 487 Thereafter (1) 13,325 Total minimum lease payments 15,854 Amounts representing interest (5,661) Present value of net minimum right to use liability payments $ 10,193 (1) Includes $5.0 million of scheduled derecognition of right to use liability due to reductions in the lease deposit to less than two months’ rent . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes. | |
Schedule of components of the Company's income tax expense | The components of the Company’s income tax expense from operations for the year ended December 31, consisted of (in thousands): 2017 2016 2015 Current: Federal $ 26,730 $ 468 $ 139 State 5,632 1,259 1,398 Deferred: Federal 92,441 4,045 (162) State 32,179 135 (19) Income tax expense $ 156,982 $ 5,907 $ 1,356 |
Schedule of reconciliation of income tax expense from operations to the federal statutory rate | A reconciliation of income tax expense from operations to the federal statutory rate for the year ended December 31, is as follows (in thousands): 2017 2016 2015 Income taxes computed at federal statutory rate (1) $ 136,485 $ $ State income taxes – net of federal benefit (1) 13,723 Other differences: Federal alternative minimum tax and state and local taxes on pass-through entities 1,072 1,013 1,179 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) (86,200) (76,702) (68,940) Increase in valuation allowance 11,194 735 Impact of 2017 Tax Act (3) 79,987 — — Other 721 — Income tax expense $ 156,982 $ $ (1) Federal and state tax for 2017 include the tax effect of $38,399 relating to the reduction in the Tax Receivable Agreement liability. (2) The related income is taxable to the noncontrolling interest for periods after the Company’s IPO and taxable to the holders of membership units prior to the Company’s IPO. (3) Excludes the tax effect of $38,399 for 2017 relating to the reduction in the Tax Receivable Agreement liability, which is included in federal and state tax. |
Summary of significant items comprising the net deferred tax asset | Significant items comprising the net deferred tax assets at December 31, were (in thousands): 2017 2016 Restated Deferred tax liabilities Accelerated depreciation $ (8,227) $ Prepaid expenses (289) Other (293) (8,809) Deferred tax assets Investment impairment 20,674 Gift cards 710 Deferred revenues 304 Accrual for employee benefits and severance 1,166 Stock option expense 209 55 Investment in partnership 208,167 116,318 Tax Receivable Agreement liability 34,802 7,387 AMT credit 584 Net operating loss carryforward 16,733 Claims reserves 420 Intangible assets 108 Goodwill 996 Deferred book gain 813 Other reserves 5,380 291,066 Valuation allowance (126,706) (146,259) Net deferred tax assets $ 155,551 $ 24,433 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements | |
Summary of aggregate carrying value and fair value of fixed rate debt | Fair Value 12/31/2017 12/31/2016 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 916,902 $ 953,269 $ 626,753 $ 649,838 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies. | |
Schedule of Future minimum annual fixed rentals under operating leases | Future minimum annual fixed rentals under operating leases having an original term of more than one year as of December 31, 2017, were as follows (in thousands): Third Party Related Party Total 2018 $ 99,145 $ 2,126 $ 101,271 2019 96,248 2,126 98,374 2020 89,334 2,126 91,460 2021 85,644 2,127 87,771 2022 81,820 2,024 83,844 Thereafter 691,385 20,770 712,155 Total $ 1,143,576 $ 31,299 $ 1,174,875 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Assets Or Stock Of Multiple Dealership Locations Acquired | |
Acquisitions | |
Summary of the purchase price allocations | Year Ended December 31, Estimated ($ in thousands) 2017 2016 Life Tangible assets (liabilities) acquired (assumed): Accounts receivable $ 1,250 $ 944 Inventory 121,808 36,285 Property and equipment 1,450 823 Other assets 164 175 Accounts payable (569) (2,231) Accrued liabilities (2,480) (329) Total tangible net assets acquired 121,623 35,667 Intangible assets acquired: Membership and customer lists 793 2,774 4-7 years Total intangible assets acquired 793 2,774 Goodwill 158,815 40,165 Purchase price 281,231 78,606 Inventory purchases financed via floor plan (99,451) (28,942) Cash payment net of floor plan financing $ 181,780 $ 49,664 |
Gander Mountain and Overton's | |
Acquisitions | |
Summary of the purchase price allocations | Estimated Estimated ($ in thousands) Fair Value Life Tangible assets (liabilities) acquired (assumed): Inventory $ 9,965 Prepaid expenses and other assets 42 Property and equipment 8,436 Accrued liabilities (373) Total tangible net assets acquired 18,070 Intangible assets acquired: Trademarks and trade names 14,800 15 years Membership and customer lists 500 6 years Websites 1,900 10 years Total intangible assets acquired 17,200 Goodwill 1,329 Purchase price and cash paid for acquisition $ 36,599 |
TheHouse.com | |
Acquisitions | |
Summary of the purchase price allocations | Estimated Estimated ($ in thousands) Fair Value Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ 501 Accounts receivable 159 Inventory 36,320 Prepaid expenses and other assets 1,120 Property and equipment 548 Accounts payable (7,585) Accrued liabilities (827) Deferred tax liabilities (4,011) Total tangible net assets acquired 26,225 Intangible assets acquired: Trademarks and trade names 14,039 15 years Websites 4,090 10 years Total intangible assets acquired 18,129 Goodwill 26,678 Purchase price 71,032 Cash and cash equivalents acquired (501) Non-cash consideration - Class A shares issued (5,720) Cash paid for acquisition, net of cash acquired $ 64,811 |
W82 & Uncle Dan's | |
Acquisitions | |
Summary of the purchase price allocations | Estimated Estimated ($ in thousands) Fair Value Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ 90 Accounts receivable 15 Inventory 3,886 Prepaid expenses and other assets 100 Property and equipment 1,327 Accounts payable (2,380) Accrued liabilities (1,238) Other liabilities (87) Total tangible net assets acquired 1,713 Intangible assets acquired: Trademarks and trade names 148 15 years Websites 84 10 years Total intangible assets acquired 232 Goodwill 8,460 Purchase price 10,405 Cash and cash equivalents acquired (90) Cash paid for acquisition, net of cash acquired $ 10,315 |
Cash Flows (Tables)
Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Statements of Cash Flows | |
Supplemental disclosures of cash flow information | Supplemental disclosures of cash flow information for the years ended December 31, are as follows (in thousands): Year Ended December 31, December 31, December 31, 2017 2016 2015 Cash paid (received) during the period for: Interest $ 65,202 $ 61,889 $ 54,843 Income taxes 35,432 1,622 1,119 Non-cash investing activities: Property and equipment for leases capitalized as a right to use asset — — 50,587 Derecognized property and equipment for leases that qualified as operating leases after completion of construction — (19,958) (122,360) Property and equipment acquired through third-party capital lease arrangements — 2,007 — Leasehold improvements paid by lessor 857 — — Vehicles transferred to property and equipment from inventory 1,555 530 3,703 Portion of acquisition purchase price paid through issuance of Class A common stock 5,720 — — Landlord paid tenant improvements on behalf of the Company 749 — — Non-cash financing activities: Lease obligations recognized as right to use liabilities — — 50,587 Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction — (20,056) (126,971) Third-party capital lease arrangements to acquire property and equipment — 2,007 — Non-cash distribution of equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of the Company — (38,838) — Non-cash distribution of a prepaid marketing deposit with Adams Outdoor Advertising Marketing Company — — (1,000) Non-cash distribution of receivable due to CWGS Holding, LLC — — (883) Par value of Class A common stock issued in exchange for common units in CWGS, LLC 130 — — Par value of Class A common stock issued for vested restricted stock units — — — Par value of Class A common stock issued for acquisition 1 — — |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Non-Controlling Interests | |
Schedule of effects of change in ownership | Year Ended December 31, ($ in thousands) 2017 2016 2015 Restated Net income (loss) attributable to Camping World Holdings, Inc. $ 28,362 $ 191,117 $ 174,293 Transfers to non-controlling interests: Decrease in additional paid-in capital as a result of the Reorganization Transactions — (21,887) — Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from a public offering (87,203) (234,486) — Decrease in additional paid-in capital as a result of the contribution of Class A common stock to CWGS, LLC for an acquisition by a subsidiary (3,678) — — Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options (970) — — Increase in additional paid-in capital as a result of the vesting of restricted stock units 257 — — Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 175,487 — — Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 112,255 $ (65,256) $ 174,293 |
Equity-based Compensation Pla48
Equity-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity-based Compensation Plans | |
Schedule of equity-based compensation expense classified with the consolidated statements of operations | Year Ended December 31, ($ in thousands) 2017 2016 2015 Equity-based compensation expense: Costs applicable to revenue $ 386 $ 90 $ — Selling, general, and administrative 4,723 1,507 — Total equity-based compensation expense $ 5,109 $ 1,597 $ — Total income tax benefit recognized related to equity-based compensation $ 619 $ 125 $ — |
Schedule of valuation assumptions used | 2016 Expected term (years) (1) Expected volatility (2) % Risk-free interest rate (3) % Dividend yield (4) % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) The dividend yield was based on the Company’s expectation at the time of grant to declare quarterly dividends of $0.06 per share. |
Summary of stock option activity | Weighted Average Aggregate Remaining Stock Options Weighted Average Intrinsic Value Contractual Life (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2016 1,118 $ 21.86 Granted — Exercised (80) $ 21.70 Forfeited (85) $ 22.00 Cancelled — Outstanding at December 31, 2017 953 $ 21.86 $ 21,789 8.7 Options exercisable at December 31, 2017 185 $ 21.91 $ 4,232 8.5 |
Summary of restricted stock unit activity | Restricted Weighted Average Stock Units Grant Date (in thousands) Fair Value Outstanding at December 31, 2016 144 $ 21.37 Granted 1,145 $ 39.10 Vested (33) $ 21.37 Forfeited (9) $ 21.40 Outstanding at December 31, 2017 1,247 $ 37.65 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Class A common stock | |
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings | Year Ended December 31, (In thousands except per share amounts) 2017 2016 Numerator: Net income $ 232,974 $ 11,528 Less: net income attributable to non-controlling interests (204,612) (9,942) Net income (loss) attributable to Camping World Holdings, Inc. — basic 28,362 1,586 Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock — 4,164 Net income (loss) attributable to Camping World Holdings, Inc. — diluted $ 28,362 $ 5,750 Denominator: Weighted-average shares of Class A common stock outstanding — basic 26,622 18,766 Dilutive common units of CWGS, LLC that are convertible into Class A common stock — 64,836 Weighted-average shares of Class A common stock outstanding — diluted 26,622 83,602 Earnings (loss) per share of Class A common stock — basic $ 1.07 $ 0.08 Earnings (loss) per share of Class A common stock — diluted $ 1.07 $ 0.07 |
Segments Information (Tables)
Segments Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information | |
Reportable segment revenue | Year Ended December 31, ($ in thousands) 2017 2016 2015 Revenue: Consumer Services and Plans $ 195,614 $ 184,773 $ 174,600 Retail (1) 4,089,641 3,334,224 3,104,217 Total consolidated revenue $ 4,285,255 $ 3,518,997 $ 3,278,817 (1) The Company has adjusted certain prior period amounts for the correction of errors. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. |
Reportable segment income | Year Ended December 31, ($ in thousands) 2017 2016 2015 Segment income (1) : Consumer Services and Plans $ 98,371 $ 89,046 $ 80,522 Retail (2) 272,624 201,585 175,293 Total segment income 370,995 290,631 255,815 Corporate & other (5,373) (4,382) (2,689) Depreciation and amortization (31,545) (24,695) (24,101) Other interest expense, net (42,959) (48,318) (53,377) Tax Receivable Agreement liability adjustment 99,687 — — Loss and expense on debt restructure (849) (6,270) — Other expense, net — — 1 Income from operations before income taxes $ 389,956 $ 206,966 $ 175,649 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. (2) The Company has adjusted certain prior period amounts for the correction of errors. For the years ended December 31, 2016 and 2015, segment income for the Company’s Retail segment was originally reported as $203.8 million and $179.5 million, respectively. After correction of the errors totaling $2.2 million and $4.2 million for the years ended December 31, 2016 and 2015, respectively, segment income for the Company’s Retail segment was $201.6 million and $175.3 million, respectively. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. |
Reportable depreciation and amortization and other interest expense, net | Year Ended December 31, ($ in thousands) 2017 2016 2015 Depreciation and amortization: Consumer Services and Plans $ 3,688 $ 3,780 $ 3,627 Retail 27,857 20,915 18,243 Total 31,545 24,695 21,870 Corporate & other — — 2,231 Total depreciation and amortization $ 31,545 $ 24,695 $ 24,101 Years ended December 31, ($ in thousands) 2017 2016 2015 Other interest expense, net: Consumer Services and Plans $ (2) $ 19 $ 32 Retail 5,883 5,395 16,015 Total 5,881 5,414 16,047 Corporate & other 37,078 42,904 37,330 Total interest expense $ 42,959 $ 48,318 $ 53,377 |
Reportable segment assets | As of December 31, ($ in thousands) 2017 2016 2015 Restated Assets: Consumer Services and Plans $ 180,295 $ $ Retail (1) 2,078,535 Total 2,258,830 Corporate & other 302,647 Total assets $ 2,561,477 $ $ (1) The Company has adjusted certain prior period amounts for the correction of errors. Retail segment assets decreased $5.3 million and $5.5 million as of December 31, 2016 and 2015, respectively. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. Year Ended December 31, ($ in thousands) 2017 2016 2015 Capital expenditures: Consumer Services and Plans $ 3,366 $ 2,951 $ Retail 63,414 36,831 Total capital expenditures $ 66,780 $ $ |
Quarterly Financial Informati51
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information (Unaudited) | |
Schedule of quarterly financial information | Three Months Ended December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, ($ in thousands) 2017 2017 2017 2017 2016 2016 2016 2016 Revenue (1) $ 888,992 $ 1,235,602 $ 1,279,026 $ 881,635 $ 668,903 $ 988,804 $ 1,065,259 $ 796,031 Income from operations (1) 44,291 110,664 136,521 69,904 32,128 87,572 104,053 55,437 Net income (loss) (1) (5,494) 83,752 105,093 49,623 11,528 68,247 84,108 37,176 Net income (loss) attributable to Camping World Holdings, Inc. (1) (18,093) 19,589 19,344 7,522 1,586 68,247 84,108 37,176 Earnings (loss) per share of Class A common stock (1) (2): Basic $ (0.52) 0.66 0.84 0.40 $ 0.08 $ — $ — $ — Diluted $ (0.52) 0.66 0.84 0.38 $ 0.07 $ — $ — $ — (1) The Company has adjusted certain prior period amounts for the correction of errors. See Note 1 — Summary of Significant Accounting Policies — Restatement to Prior Periods. Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 21 — Earnings Per Share. |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Description of Business (Details) | Oct. 06, 2016 | Dec. 31, 2017segmentstore | Dec. 31, 2016segment | Dec. 31, 2015segment |
Segments Information | ||||
Number of primary businesses | segment | 2 | 2 | 2 | |
Number of Camping World retail locations | 140 | |||
Number of locations related to marine and water sports products | 2 | |||
Number of locations related to skiing, snowboarding, bicycling and skateboarding products | 2 | |||
Number of stores related to skiing, snowboarding, and skateboarding products | 1 | |||
New and used RVs, financing, and other ancillary services, protection plans, and products for the RV purchaser | ||||
Segments Information | ||||
Number of locations related to RV purchasers and outdoor enthusiasts | 124 | |||
Gander Mountain | ||||
Segments Information | ||||
Number of locations related to outdoor products and services | 2 | |||
Uncle Dan's | ||||
Segments Information | ||||
Number of locations related to outdoor products and services | 5 | |||
CWH | CWGS, LLC | ||||
Segments Information | ||||
Ownership interest | 22.60% | 41.50% | 22.60% |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Reclassifications and Revisions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Restatement | |||||||||||||||
Valuation allowance on the outside basis deferred tax asset related to CWGS, LLC | $ 89,500 | $ 102,700 | $ 89,500 | $ 102,700 | |||||||||||
Decrease in deferred tax asset due to remeasurement under the 2017 Tax Act | 47,000 | ||||||||||||||
Assets | |||||||||||||||
Inventories | 1,415,915 | 902,711 | 1,415,915 | 902,711 | $ 856,327 | ||||||||||
Total current assets | 1,798,907 | 1,126,162 | 1,798,907 | 1,126,162 | 1,045,461 | ||||||||||
Deferred tax asset | 155,551 | 24,433 | 155,551 | 24,433 | 6,234 | ||||||||||
Total assets | 2,561,477 | 1,455,777 | 2,561,477 | 1,455,777 | 1,332,585 | ||||||||||
Liabilities and stockholders' equity | |||||||||||||||
Deferred revenues and gains, current portion | 77,669 | 71,128 | 77,669 | 71,128 | 65,621 | ||||||||||
Total current liabilities | 1,320,169 | 868,422 | 1,320,169 | 868,422 | 865,103 | ||||||||||
Deferred revenues and gains, long-term portion | 64,061 | 57,659 | 64,061 | 57,659 | 56,925 | ||||||||||
Total liabilities | 2,470,640 | 1,599,914 | 2,470,640 | 1,599,914 | 1,639,744 | ||||||||||
Additional paid-in capital | 49,941 | (30,006) | 49,941 | (30,006) | |||||||||||
Retained earnings | 6,192 | 71 | 6,192 | 71 | |||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | 90,837 | (144,137) | 90,837 | (144,137) | (307,159) | $ (250,675) | |||||||||
Stockholders'/ members' equity (deficit) | (307,159) | $ 250,700 | |||||||||||||
Total stockholders' equity attributable to Camping World Holdings, Inc. | 56,505 | (29,740) | 56,505 | (29,740) | (307,159) | ||||||||||
Non-controlling interests | 34,332 | (114,397) | 34,332 | (114,397) | |||||||||||
Total liabilities and stockholders' / members' equity (deficit) | 2,561,477 | 1,455,777 | 2,561,477 | 1,455,777 | 1,332,585 | ||||||||||
Revenue: | |||||||||||||||
Revenue | 888,992 | $ 1,235,602 | $ 1,279,026 | $ 881,635 | 668,903 | $ 988,804 | $ 1,065,259 | $ 796,031 | 4,285,255 | 3,518,997 | 3,278,817 | ||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 3,038,916 | 2,522,574 | 2,379,790 | ||||||||||||
Income from operations | 44,291 | 110,664 | 136,521 | 69,904 | 32,128 | 87,572 | 104,053 | 55,437 | 361,380 | 279,190 | 240,273 | ||||
Income before taxes | 389,956 | 206,966 | 175,649 | ||||||||||||
Net income | (5,494) | 83,752 | 105,093 | 49,623 | 11,528 | 68,247 | 84,108 | 37,176 | 232,974 | 201,059 | 174,293 | ||||
Net income (loss) attributable to non-controlling interests | 204,612 | 9,942 | |||||||||||||
Net income attributable to Camping World Holdings, Inc. | (18,093) | $ 19,589 | $ 19,344 | $ 7,522 | 1,586 | $ 68,247 | $ 84,108 | $ 37,176 | 28,362 | 191,117 | 174,293 | ||||
Class A common stock | |||||||||||||||
Liabilities and stockholders' equity | |||||||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | $ 367 | $ 189 | 367 | 189 | |||||||||||
Costs applicable to revenue | |||||||||||||||
Net income | 232,974 | 11,528 | |||||||||||||
Net income (loss) attributable to non-controlling interests | $ 204,612 | $ 9,942 | |||||||||||||
Earnings (loss) per share of Class A common stock (1): | |||||||||||||||
Basic | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.40 | $ 0.08 | $ 1.07 | [1] | $ 0.08 | [1] | ||||||
Diluted | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.38 | $ 0.07 | $ 1.07 | [1] | $ 0.07 | [1] | ||||||
Operating Segments | |||||||||||||||
Assets | |||||||||||||||
Total assets | $ 2,258,830 | $ 1,381,396 | $ 2,258,830 | $ 1,381,396 | 1,277,460 | ||||||||||
Costs applicable to revenue | |||||||||||||||
Income from operations | 370,995 | 290,631 | 255,815 | ||||||||||||
Retail | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 4,089,641 | 3,334,224 | 3,104,217 | ||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 2,957,094 | 2,443,302 | 2,298,041 | ||||||||||||
Retail | New vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 2,435,928 | 1,862,195 | 1,603,258 | ||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 2,086,229 | 1,596,863 | 1,375,163 | ||||||||||||
Retail | Used vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 668,860 | 703,326 | 803,879 | ||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 506,093 | 557,253 | 647,889 | ||||||||||||
Retail | Finance and insurance, net | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 332,034 | 228,684 | 189,270 | ||||||||||||
Retail | Operating Segments | |||||||||||||||
Assets | |||||||||||||||
Total assets | $ 2,078,535 | 1,228,707 | 2,078,535 | 1,228,707 | 1,138,396 | ||||||||||
Revenue: | |||||||||||||||
Revenue | 3,334,224 | 3,104,217 | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 2,443,302 | 2,298,041 | |||||||||||||
Income from operations | $ 272,624 | 201,585 | 175,293 | ||||||||||||
Retail | Operating Segments | New vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 1,862,195 | 1,603,258 | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 1,596,863 | 1,375,163 | |||||||||||||
Retail | Operating Segments | Used vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 703,326 | 803,879 | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 557,253 | 647,889 | |||||||||||||
Retail | Operating Segments | Finance and insurance, net | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 228,684 | 189,270 | |||||||||||||
As Reported | |||||||||||||||
Assets | |||||||||||||||
Inventories | 909,254 | 909,254 | 861,847 | ||||||||||||
Total current assets | 1,132,705 | 1,132,705 | 1,050,981 | ||||||||||||
Deferred tax asset | 125,878 | 125,878 | 6,234 | ||||||||||||
Total assets | 1,563,765 | 1,563,765 | 1,338,105 | ||||||||||||
Liabilities and stockholders' equity | |||||||||||||||
Deferred revenues and gains, current portion | 68,643 | 68,643 | 63,616 | ||||||||||||
Total current liabilities | 865,937 | 865,937 | 863,098 | ||||||||||||
Deferred revenues and gains, long-term portion | 52,210 | 52,210 | 52,151 | ||||||||||||
Total liabilities | 1,591,980 | 1,591,980 | 1,632,965 | ||||||||||||
Additional paid-in capital | 74,239 | 74,239 | |||||||||||||
Retained earnings | 544 | 544 | |||||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | (28,215) | (28,215) | |||||||||||||
Stockholders'/ members' equity (deficit) | (294,860) | 242,600 | |||||||||||||
Total stockholders' equity attributable to Camping World Holdings, Inc. | 74,978 | 74,978 | (294,860) | ||||||||||||
Non-controlling interests | (103,193) | (103,193) | |||||||||||||
Total liabilities and stockholders' / members' equity (deficit) | 1,563,765 | 1,563,765 | 1,338,105 | ||||||||||||
Revenue: | |||||||||||||||
Revenue | 3,526,706 | 3,286,094 | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 2,528,105 | 2,382,830 | |||||||||||||
Income from operations | 281,368 | 244,510 | |||||||||||||
Income before taxes | 209,144 | 179,886 | |||||||||||||
Net income | 203,237 | 178,530 | |||||||||||||
Net income (loss) attributable to non-controlling interests | 11,576 | ||||||||||||||
Net income attributable to Camping World Holdings, Inc. | $ 191,661 | 178,530 | |||||||||||||
As Reported | Class A common stock | |||||||||||||||
Earnings (loss) per share of Class A common stock (1): | |||||||||||||||
Basic | $ 0.11 | ||||||||||||||
Diluted | $ 0.09 | ||||||||||||||
As Reported | Retail | Operating Segments | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | $ 3,341,933 | 3,111,494 | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 2,448,833 | 2,301,081 | |||||||||||||
Income from operations | 203,800 | 179,500 | |||||||||||||
As Reported | Retail | Operating Segments | New vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 1,866,182 | 1,606,465 | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 1,604,534 | 1,379,156 | |||||||||||||
As Reported | Retail | Operating Segments | Used vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 705,893 | 806,399 | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 555,113 | 646,936 | |||||||||||||
As Reported | Retail | Operating Segments | Finance and insurance, net | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | 229,839 | 190,820 | |||||||||||||
Adjustment | |||||||||||||||
Assets | |||||||||||||||
Inventories | (6,543) | (6,543) | (5,520) | ||||||||||||
Total current assets | (6,543) | (6,543) | (5,520) | ||||||||||||
Deferred tax asset | (101,445) | (101,445) | |||||||||||||
Total assets | (107,988) | (107,988) | (5,520) | ||||||||||||
Liabilities and stockholders' equity | |||||||||||||||
Deferred revenues and gains, current portion | 2,485 | 2,485 | 2,005 | ||||||||||||
Total current liabilities | 2,485 | 2,485 | 2,005 | ||||||||||||
Deferred revenues and gains, long-term portion | 5,449 | 5,449 | 4,774 | ||||||||||||
Total liabilities | 7,934 | 7,934 | 6,779 | ||||||||||||
Additional paid-in capital | (104,245) | (104,245) | |||||||||||||
Retained earnings | (473) | (473) | |||||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | (115,922) | (115,922) | |||||||||||||
Stockholders'/ members' equity (deficit) | (12,299) | $ 8,100 | |||||||||||||
Total stockholders' equity attributable to Camping World Holdings, Inc. | (104,718) | (104,718) | (12,299) | ||||||||||||
Non-controlling interests | (11,204) | (11,204) | |||||||||||||
Total liabilities and stockholders' / members' equity (deficit) | (107,988) | (107,988) | (5,520) | ||||||||||||
Revenue: | |||||||||||||||
Revenue | (7,709) | (7,277) | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | (5,531) | (3,040) | |||||||||||||
Income from operations | (2,178) | (4,237) | |||||||||||||
Income before taxes | (2,178) | (4,237) | |||||||||||||
Net income | (2,178) | (4,237) | |||||||||||||
Net income (loss) attributable to non-controlling interests | (1,634) | ||||||||||||||
Net income attributable to Camping World Holdings, Inc. | $ (544) | (4,237) | |||||||||||||
Adjustment | Class A common stock | |||||||||||||||
Earnings (loss) per share of Class A common stock (1): | |||||||||||||||
Basic | $ (0.03) | ||||||||||||||
Diluted | $ (0.02) | ||||||||||||||
Adjustment | Retail | Operating Segments | |||||||||||||||
Assets | |||||||||||||||
Total assets | $ (5,300) | $ (5,300) | 5,500 | ||||||||||||
Revenue: | |||||||||||||||
Revenue | (7,709) | (7,277) | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | (5,531) | (3,040) | |||||||||||||
Income from operations | 2,200 | 4,200 | |||||||||||||
Adjustment | Retail | Operating Segments | New vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | (3,987) | (3,207) | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | (7,671) | (3,993) | |||||||||||||
Adjustment | Retail | Operating Segments | Used vehicles | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | (2,567) | (2,520) | |||||||||||||
Costs applicable to revenue | |||||||||||||||
Costs applicable to revenue | 2,140 | 953 | |||||||||||||
Adjustment | Retail | Operating Segments | Finance and insurance, net | |||||||||||||||
Revenue: | |||||||||||||||
Revenue | $ (1,155) | $ (1,550) | |||||||||||||
[1] | Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 21 — Earnings Per Share. |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Initial Public Offering (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration of Credit Risk | |||
Amount in excess of FDIC limits | $ 227,900 | $ 119,000 | |
Goodwill and Other Intangible Assets | |||
Useful lives (in years) | 12 years 4 months 24 days | ||
Self-Insurance Program | |||
Self insured claims liability | $ 16,100 | 11,300 | |
Letters of credit | $ 12,200 | 10,800 | |
Revenue Recognition | |||
Lifetime memberships period | 18 years | ||
Advertising Expense | |||
Advertising costs capitalized | $ 6,500 | 6,900 | |
Advertising expenses | 86,600 | 76,000 | $ 76,200 |
Shipping and Handling Fees and Costs | |||
Shipping, Handling and Transportation Costs | 4,100 | 2,300 | 5,600 |
New Accounting Pronouncements | |||
Deferred tax asset, noncurrent | 155,551 | 24,433 | $ 6,234 |
Assets. | |||
Advertising Expense | |||
Advertising costs capitalized | 5,200 | 5,500 | |
Deferred revenue | |||
Advertising Expense | |||
Advertising costs capitalized | $ 1,200 | $ 1,400 | |
Building and improvements | |||
Property and Equipment, net | |||
Estimated useful lives | P40Y | ||
Minimum | Leasehold improvements | |||
Property and Equipment, net | |||
Estimated useful lives | P3Y | ||
Minimum | Furniture and equipment | |||
Property and Equipment, net | |||
Estimated useful lives | P3Y | ||
Minimum | Software | |||
Property and Equipment, net | |||
Estimated useful lives | P3Y | ||
Maximum | Leasehold improvements | |||
Property and Equipment, net | |||
Estimated useful lives | P40Y | ||
Maximum | Furniture and equipment | |||
Property and Equipment, net | |||
Estimated useful lives | P12Y | ||
Maximum | Software | |||
Property and Equipment, net | |||
Estimated useful lives | P5Y | ||
Membership and customer lists | |||
Goodwill and Other Intangible Assets | |||
Useful lives (in years) | 11 years 2 months 12 days | ||
Trademarks and trade names | |||
Goodwill and Other Intangible Assets | |||
Useful lives (in years) | 15 years | ||
Websites | |||
Goodwill and Other Intangible Assets | |||
Useful lives (in years) | 10 years |
Receivables (Details)
Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables | ||
Gross receivables | $ 82,581 | $ 61,408 |
Allowance for doubtful accounts | (2,700) | (2,920) |
Receivables, net | 79,881 | 58,488 |
Trade accounts receivable | ||
Receivables | ||
Gross receivables | 13,881 | 4,199 |
Due from manufacturers | ||
Receivables | ||
Gross receivables | 18,746 | 13,950 |
New and used vehicles | ||
Receivables | ||
Gross receivables | 3,168 | 1,791 |
Parts, services and other | ||
Receivables | ||
Gross receivables | 11,261 | 12,912 |
Other | ||
Receivables | ||
Gross receivables | 7,395 | 1,903 |
Consumer services and plans | ||
Receivables | ||
Gross receivables | $ 28,130 | $ 26,653 |
Inventories, net and Notes Pa56
Inventories, net and Notes Payable - Floor Plan, net - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Inventories | |||
Inventories | $ 1,415,915 | $ 902,711 | $ 856,327 |
New RV vehicles | |||
Inventories | |||
Inventories | 1,113,178 | 721,091 | |
Used RV vehicles | |||
Inventories | |||
Inventories | 106,210 | 78,787 | |
Parts, accessories and miscellaneous | |||
Inventories | |||
Inventories | $ 196,527 | $ 102,833 |
Inventories, net and Notes Pa57
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Payable (Details) $ in Thousands | Jul. 01, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015 | Dec. 12, 2017USD ($) | Jun. 30, 2016USD ($) |
Floor Plan Facility | ||||||
Floor Plan Payable | ||||||
Maximum borrowing capacity | $ 1,415,000 | $ 1,165,000 | $ 1,415,000 | |||
Quarterly reduction in maximum borrowing capacity | 1,750 | |||||
Letters of credit | Floor Plan Facility | ||||||
Floor Plan Payable | ||||||
Maximum borrowing capacity | 15,000 | |||||
Line of Credit | Floor Plan Facility | ||||||
Floor Plan Payable | ||||||
Maximum borrowing capacity | $ 35,000 | |||||
Line of Credit | Notes Payable to Banks | Floor Plan Facility | ||||||
Floor Plan Payable | ||||||
Maximum borrowing capacity | $ 1,180,000 | $ 880,000 | ||||
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 2.15% | 2.05% | 2.40% | |||
Variable rate basis (as a percent) | 1.36 | 0.62 | 0.36 | |||
Line of Credit | 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% | |||||
Line of Credit | 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% | |||||
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Minimum | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 0.55% | |||||
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Maximum | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 1.00% | |||||
Line of Credit | Letters of credit | ||||||
Floor Plan Payable | ||||||
Maximum borrowing capacity | $ 15,000 |
Inventories, net and Notes Pa58
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Outstanding (Details) - Floor Plan Facility - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 12, 2017 | |
Floor Plan Payable | |||
Total commitment | $ 1,415,000 | $ 1,165,000 | $ 1,415,000 |
Less: borrowings | (974,043) | (625,185) | |
Less: flooring line aggregate interest reduction account | (106,055) | (68,469) | |
Additional borrowing capacity | 334,902 | 471,346 | |
Less: accounts payable for sold inventory | (31,311) | (21,692) | |
Less: purchase commitments | (77,144) | (38,765) | |
Unencumbered borrowing capacity | $ 226,447 | $ 410,889 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment, net | |||
Property, Plant and Equipment, Gross | $ 359,836 | $ 273,541 | |
Less: accumulated depreciation and amortization | (161,814) | (142,781) | |
Property and equipment, net | 198,022 | 130,760 | |
Lease incentives | 24,700 | 10,400 | |
Amortization of tenant improvements reimbursement | 500 | 100 | |
Depreciation expense | 29,000 | 23,700 | $ 23,300 |
Land | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Gross | 12,243 | 6,248 | |
Buildings and improvements | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Gross | 17,791 | 7,669 | |
Leasehold improvements - inclusive of right to use assets | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Gross | 106,681 | 92,168 | |
Furniture and equipment | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Gross | 115,429 | 91,449 | |
Software | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Gross | 73,310 | 71,509 | |
Systems development and construction in progress | |||
Property and Equipment, net | |||
Property, Plant and Equipment, Gross | $ 34,382 | $ 4,498 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill | ||
Balance | $ 153,105 | $ 112,940 |
Acquisitions | 195,282 | 40,165 |
Balance | 348,387 | 153,105 |
Consumer services and plans | ||
Goodwill | ||
Balance | 49,944 | 49,944 |
Balance | 49,944 | 49,944 |
Retail | ||
Goodwill | ||
Balance | 103,161 | 62,996 |
Acquisitions | 195,282 | 40,165 |
Balance | $ 298,443 | $ 103,161 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets | |||
Cost or Fair Value | $ 47,349 | $ 9,485 | |
Accumulated Amortization | (8,642) | (6,099) | |
Net | 38,707 | 3,386 | |
Amortization expense | $ 2,600 | 1,000 | $ 800 |
Useful lives (in years) | 12 years 4 months 24 days | ||
Trademarks and trade names | |||
Intangible Assets | |||
Cost or Fair Value | $ 14,187 | ||
Accumulated Amortization | (312) | ||
Net | $ 13,875 | ||
Useful lives (in years) | 15 years | ||
Membership and customer lists | |||
Intangible Assets | |||
Cost or Fair Value | $ 28,988 | 9,485 | |
Accumulated Amortization | (8,194) | (6,099) | |
Net | $ 20,794 | $ 3,386 | |
Useful lives (in years) | 11 years 2 months 12 days | ||
Websites | |||
Intangible Assets | |||
Cost or Fair Value | $ 4,174 | ||
Accumulated Amortization | (136) | ||
Net | $ 4,038 | ||
Useful lives (in years) | 10 years |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Finite-lived Intangible Assets Weighted-average Useful Lives (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-lived intangible assets | ||
2,018 | $ 4,447 | |
2,019 | 4,366 | |
2,020 | 3,497 | |
2,021 | 3,076 | |
2,022 | 2,881 | |
Thereafter | 20,440 | |
Net | $ 38,707 | $ 3,386 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities | ||
Compensation and benefits | $ 45,875 | $ 24,036 |
Other accruals | 56,054 | 54,008 |
Total | $ 101,929 | $ 78,044 |
Long-Term Debt - Tabular Disclo
Long-Term Debt - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-Term Debt | ||
Term Loan Facility | $ 916,902 | $ 626,753 |
Less: current portion | (9,465) | (6,450) |
Long-term debt, net of current maturities | 907,437 | 620,303 |
Unamortized discount | 6,000 | 6,300 |
Finance costs | $ 14,200 | $ 11,900 |
Long Term Debt - Future Maturit
Long Term Debt - Future Maturities (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Long-Term Debt. | |
2,018 | $ 9,465 |
2,019 | 9,465 |
2,020 | 9,465 |
2,021 | 9,465 |
2,022 | 9,465 |
Thereafter | 889,758 |
Total | $ 937,083 |
Long-Term Debt - Borrowings (De
Long-Term Debt - Borrowings (Details) - USD ($) $ in Millions | Oct. 06, 2017 | Mar. 17, 2017 | Nov. 08, 2016 | Sep. 21, 2016 | Nov. 20, 2013 | Jun. 30, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 |
Long-Term Debt | |||||||||||
Unamortized discount | $ 6 | $ 6.3 | |||||||||
Secured Debt | Existing Senior Secured Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 740 | ||||||||||
Maximum borrowing capacity, increase in capacity | $ 95 | ||||||||||
Secured Debt | Line of Credit | Prior Senior Secured Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 545 | ||||||||||
Secured Debt | Line of Credit | Prior Senior Secured Credit Facility, Term Loan Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 828.2 | 525 | |||||||||
Unamortized discount | $ 5.3 | ||||||||||
Original issue discount (as a percentage) | 1.00% | ||||||||||
Maximum borrowing capacity, increase in capacity | 135 | $ 95 | $ 55 | $ 117 | |||||||
Original issue discount from increase in capacity | $ 16.5 | ||||||||||
Principal payment frequency | quarterly | ||||||||||
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 680 | ||||||||||
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 939.5 | $ 645 | |||||||||
Term | 7 years | ||||||||||
Maximum borrowing capacity, increase in capacity | 205 | ||||||||||
Quarterly amortization payment | $ 2.4 | ||||||||||
Secured Debt | Revolving Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Principal payment frequency | quarterly | ||||||||||
Quarterly amortization payment | $ 2.4 | $ 1.9 | |||||||||
Secured Debt | Revolving Credit Facility | Prior Senior Secured Credit Facility, Revolving Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 20 | ||||||||||
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 35 | ||||||||||
Term | 5 years |
Long-Term Debt - General Inform
Long-Term Debt - General Information (Details) - USD ($) $ in Thousands | Oct. 13, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 08, 2016 |
Long-Term Debt | ||||
Amount outstanding | $ 916,902 | $ 626,753 | ||
Prior Senior Secured Credit Facility, Term Loan Facility | ||||
Long-Term Debt | ||||
Repayments of debt | $ 200,400 | |||
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | ||||
Long-Term Debt | ||||
Interest rate (as a percent) | 4.39% | |||
Amount outstanding | $ 937,100 | |||
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | ||||
Long-Term Debt | ||||
Maximum amount allocated to letters of credit | $ 15,000 | |||
Available borrowings | 31,800 | |||
Amount outstanding | 0 | |||
Secured Debt | Letters of credit | Senior Secured Credit Facility, Letters of Credit | ||||
Long-Term Debt | ||||
Available borrowings | $ 3,200 |
Long-Term Debt - Interest, Fees
Long-Term Debt - Interest, Fees, and Principal Payments (Details) - USD ($) $ in Millions | Oct. 06, 2017 | Nov. 08, 2016 | Oct. 13, 2016 | May 09, 2016 | Nov. 20, 2013 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2015 |
Prior Senior Secured Credit Facility, Term Loan Facility | ||||||||
Long-Term Debt | ||||||||
Repayments of debt | $ 200.4 | |||||||
Secured Debt | Line of Credit | Interest on Debt Instrument, Option One | London Interbank Offered Rate (LIBOR) | ||||||||
Long-Term Debt | ||||||||
Variable rate spread (as a percent) | 3.00% | 3.75% | ||||||
Secured Debt | Line of Credit | Interest on Debt Instrument, Option Two | ||||||||
Long-Term Debt | ||||||||
Variable rate spread (as a percent) | 2.00% | 2.75% | ||||||
Secured Debt | Line of Credit | Prior Senior Secured Credit Facility, Term Loan Facility | ||||||||
Long-Term Debt | ||||||||
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 | $ 0 | $ 16.1 | ||||||
Principal prepayment offered and paid | $ 12 | |||||||
Secured Debt | Line of Credit | Prior 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 | |||||||
Secured Debt | Line of Credit | Prior 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 | |||||||
Secured Debt | Line of Credit | Prior 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% | |||||||
Secured Debt | Line of Credit | Prior 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% | |||||||
Secured Debt | Line of Credit | Prior 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% | |||||||
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | ||||||||
Long-Term Debt | ||||||||
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% | |||||||
Secured Debt | 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 | 1.50 | |||||||
Secured Debt | 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 | |||||||
Secured Debt | 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) | 0.75% | |||||||
Variable rate spread (as a percent) | 3.00% | |||||||
Secured Debt | 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) | 2.00% | |||||||
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two | One Month Adjusted London Interbank Offer Rate | ||||||||
Long-Term Debt | ||||||||
Variable rate basis floor (as a percent) | 1.75% | |||||||
Variable rate spread (as a percent) | 1.00% | |||||||
Secured Debt | 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% | |||||||
Secured Debt | Revolving Credit Facility | ||||||||
Long-Term Debt | ||||||||
Commitment fee (as a percent) | 0.50% | |||||||
Secured Debt | Revolving Credit Facility | Prior Senior Secured Credit Facility, Revolving Credit Facility | ||||||||
Long-Term Debt | ||||||||
Commitment fee (as a percent) | 0.50% | |||||||
Secured Debt | Revolving Credit Facility | Prior 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% | |||||||
Secured Debt | Revolving Credit Facility | Prior 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% | |||||||
Secured Debt | Revolving Credit Facility | Prior 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% | |||||||
Secured Debt | Revolving Credit Facility | Prior Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | ||||||||
Long-Term Debt | ||||||||
Base rate spread (as a percent) | 2.00% | |||||||
Secured Debt | Revolving Credit Facility | Prior 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% | |||||||
Secured Debt | Revolving Credit Facility | Prior 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% | |||||||
Secured Debt | Revolving Credit Facility | Prior 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% | |||||||
Secured Debt | 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) | 0.75% | |||||||
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Minimum | ||||||||
Long-Term Debt | ||||||||
Variable rate spread (as a percent) | 2.25% | |||||||
Alternate base rate (as a percent) | 3.25% | |||||||
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Maximum | ||||||||
Long-Term Debt | ||||||||
Variable rate spread (as a percent) | 2.50% | |||||||
Alternate base rate (as a percent) | 3.50% | |||||||
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | One Month Adjusted London Interbank Offer Rate | ||||||||
Long-Term Debt | ||||||||
Variable rate spread (as a percent) | 1.00% | |||||||
Secured Debt | 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 - Enterprise Not
Long-Term Debt - Enterprise Notes (Details) $ in Thousands | Sep. 21, 2016USD ($) | Sep. 30, 2014USD ($) | Nov. 20, 2013USD ($) | Mar. 02, 2011USD ($)shares | Feb. 15, 2011USD ($)item | Nov. 30, 2013USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Long-term debt | |||||||||
Interest | $ 65,202 | $ 61,889 | $ 54,843 | ||||||
Cash distribution to members | $ 100,000 | 149,633 | 236,146 | 228,894 | |||||
Outstanding notes | 937,083 | ||||||||
Unamortized discount | $ 6,000 | 6,300 | |||||||
Securities purchase agreement | |||||||||
Long-term debt | |||||||||
Interest Paid | $ 300 | ||||||||
Repayments to related party | 27,000 | ||||||||
Cash distribution to members | $ 85,000 | ||||||||
Number of preferred units available to purchase (in shares) | shares | 70,000 | ||||||||
Aggregate purchase price | $ 70,000 | ||||||||
Number of freestanding instruments issued | item | 2 | ||||||||
Percentage of preferred return | 3.00% | ||||||||
Preferred return payments paid | $ 6,400 | $ 8,400 | |||||||
Equity interest | 44.999% | ||||||||
Enterprise Notes | Securities purchase agreement | |||||||||
Long-term debt | |||||||||
Net proceeds from issuance of debt | $ 150,000 | ||||||||
Series A Notes | Securities purchase agreement | |||||||||
Long-term debt | |||||||||
Payment of debt | $ 80,000 | ||||||||
Debt issued | 80,000 | ||||||||
Outstanding notes | 68,100 | ||||||||
Unamortized discount | $ 5,400 | $ 11,900 | |||||||
Quarterly interest rate (as a percent) | 3.00% | ||||||||
Quarterly default interest rate (as a percent) | 3.75% | ||||||||
Series B Notes | Securities purchase agreement | |||||||||
Long-term debt | |||||||||
Interest Paid | $ 31,400 | ||||||||
Debt issued | $ 70,000 | ||||||||
Outstanding notes | 81,900 | ||||||||
Unamortized premium | $ 3,400 | $ 11,900 | |||||||
Quarterly interest rate (as a percent) | 3.00% | ||||||||
Quarterly default interest rate (as a percent) | 3.75% | ||||||||
Quarterly alternative interest rate (as a percent) | 3.25% | ||||||||
Period for which company entitled to elect to not pay the accrued interest | item | 12 | ||||||||
Period for which company shall so elect or shall otherwise fail to pay all accrued interest | item | 6 | ||||||||
Amount of debt converted to equity | $ 70,000 | ||||||||
Term Loan Note Payable | Securities purchase agreement | |||||||||
Long-term debt | |||||||||
Payment of debt | $ 27,000 | ||||||||
Swap term loan | Securities purchase agreement | |||||||||
Long-term debt | |||||||||
Payment of debt | $ 4,600 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Capital Lease Obligations. | |||
Capital lease obligation incurred | $ 0 | $ 2,000 | $ 0 |
Leases in property and equipment | |||
Furniture and equipment | 5,741 | 5,741 | |
Accumulated depreciation | (4,379) | (3,449) | |
Total | $ 1,362 | $ 2,292 |
Capital Lease Obligations - Lea
Capital Lease Obligations - Lease payment (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity | |
2,018 | $ 863 |
2,019 | 23 |
Total gross amount | 886 |
Interest | (19) |
Present value of net minimum right to use liability payments | 867 |
Current portion of present value of net minimum lease payments | $ 800 |
Right to Use Liability - Genera
Right to Use Liability - General Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016leaseitem | Mar. 31, 2016lease | Dec. 31, 2015USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)item | |
Right to Use Liabilities | ||||||
Number of operating leases | 1 | 2 | 7 | |||
Number of leases, that had construction projects | 25 | 25 | ||||
Number of lease accounted for as finance leases | 18 | 18 | ||||
Number of leases accounted for as Capital leases | 18 | 18 | ||||
Percentage of land value of total real property value | 25.00% | 25.00% | ||||
Number of leases met the requirements to be reported as operating leases | 30 | |||||
Right to use assets derecognized | $ | $ 122,400 | $ 20,100 | $ 19,958 | $ 122,360 | ||
Derecognition resulted in the removal of right to use liabilities | $ | 127,000 | 20,000 | $ 20,056 | 126,971 | ||
Derecognition resulted in deferred gain | $ | $ 4,600 | $ 100 | $ 4,600 | |||
Number of month's rent the lease deposit is less than | 2 |
Right to Use Liability - Right
Right to Use Liability - Right to Use Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Right to Use Assets | ||
Right to use assets | $ 5,741 | $ 5,741 |
Accumulated depreciation | (4,379) | (3,449) |
Total | 1,362 | 2,292 |
Right To Use Assets | ||
Right to Use Assets | ||
Right to use assets | 10,673 | 10,673 |
Accumulated depreciation | (926) | (667) |
Total | $ 9,747 | $ 10,006 |
Right to Use Liability - Future
Right to Use Liability - Future Changes in the Right to Use Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Right to Use Liabilities | |
2,018 | $ 863 |
2,019 | 23 |
Amounts representing interest | (19) |
Present value of net minimum right to use liability payments | 867 |
Scheduled derecognition of right to use liability due to reductions in the lease deposit to less than two months? rent | 5,000 |
Right to Use Liabilities | |
Right to Use Liabilities | |
2,018 | 583 |
2,019 | 486 |
2,020 | 486 |
2,021 | 487 |
2,022 | 487 |
Thereafter | 13,325 |
Total minimum lease payments | 15,854 |
Amounts representing interest | (5,661) |
Present value of net minimum right to use liability payments | $ 10,193 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 26,730 | $ 468 | $ 139 |
State | 5,632 | 1,259 | 1,398 |
Deferred: | |||
Federal | 92,441 | 4,045 | (162) |
State | 32,179 | 135 | (19) |
Income tax expense | $ 156,982 | $ 5,907 | $ 1,356 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of income tax expense from operations to the federal statutory rate | |||
Income taxes computed at federal statutory rate | $ 136,485 | $ 73,200 | $ 61,161 |
State income taxes - net of federal benefit | 13,723 | 7,347 | 7,196 |
Federal alternative minimum tax and state and local taxes on pass-through entities | 1,072 | 1,013 | 1,179 |
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax | (86,200) | (76,702) | (68,940) |
Increase in valuation allowance | 11,194 | 1,049 | 735 |
Impact of 2017 Tax Act | 79,987 | ||
Other | 721 | 25 | |
Income tax expense | 156,982 | $ 5,907 | $ 1,356 |
Tax Receivable Agreement liability adjustment | $ (38,399) |
Income Taxes - Carrying amounts
Income Taxes - Carrying amounts of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax liabilities | ||
Accelerated depreciation | $ (8,227) | $ (4,655) |
Prepaid expenses | (289) | (358) |
Other | (293) | (57) |
Total deferred tax liabilities | (8,809) | (5,070) |
Deferred tax assets | ||
Investment impairment | 20,674 | 30,680 |
Gift cards | 710 | 969 |
Deferred revenues | 304 | 355 |
Accrual for employee benefits and severance | 1,166 | 1,246 |
Stock option expense | 209 | 55 |
Investment in partnership | 208,167 | 116,318 |
Tax Receivable Agreement liability | 34,802 | 7,387 |
AMT credit | 584 | 1,049 |
Net operating loss carryforward | 16,733 | 8,512 |
Claims reserves | 420 | 547 |
Intangible assets | 108 | 70 |
Goodwill | 996 | 1,898 |
Deferred book gain | 813 | 1,337 |
Other reserves | 5,380 | 5,339 |
Gross deferred tax assets | 291,066 | 175,762 |
Valuation allowance | (126,706) | (146,259) |
Net deferred tax assets | $ 155,551 | $ 24,433 |
Income Taxes - Federal Tax purp
Income Taxes - Federal Tax purpose (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 06, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
U.S. Federal income tax rate (as a percent) | 35.00% | ||||
Deferred tax expense | $ 118,400 | ||||
Decrease in valuation allowance for the outside basis in CWGS, LLC | 13,200 | ||||
Decrease in deferred tax asset due to remeasurement under the 2017 Tax Act | 47,000 | ||||
Uncertain tax positions | 0 | $ 0 | |||
Interest or penalties relating to income taxes | 0 | 0 | $ 0 | ||
Current portion of liabilities under tax receivable agreement | 8,093 | 991 | |||
Decreased net income to a net loss | $ 18,600 | ||||
Decreased basic and diluted earnings per share | $ 0.69 | ||||
Forecast | |||||
U.S. Federal income tax rate (as a percent) | 21.00% | ||||
CWGS, LLC | |||||
Interest (as a percent) | 41.50% | ||||
Increase (decrease) in valuation allowance | $ 6,400 | $ 1,000 | |||
Tax receivable agreement | |||||
Expected future tax benefits retained by the Company (as a percent) | 15.00% | ||||
Tax receivable agreement | Continuing Equity Owners and Crestview partners II GP LP | |||||
Payment, as percent of tax benefits (as a percent) | 85.00% | ||||
Tax receivable agreement | Crestview Partners II GP LP | |||||
Liability under tax receivable agreement | 137,700 | ||||
Current portion of liabilities under tax receivable agreement | $ 8,100 | ||||
Tax receivable agreement | Crestview Partners II GP LP | CWGS, LLC | |||||
Units issued in exchange | 12,945,419 | ||||
Tax receivable agreement | IPO | Crestview Partners II GP LP | CWGS, LLC | |||||
Units issued in exchange | 1,698,763 | ||||
CWH | CWGS, LLC | |||||
Ownership interest | 22.60% | 41.50% | 22.60% | ||
Units held | 36,749,072 | 18,935,916 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | |||||
Net operating loss carryforwards | $ 60,700 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements | ||
Transfers of assets between the fair value measurement levels 1 to level 2 | $ 0 | $ 0 |
Transfers of assets between the fair value measurement levels 2 to level 1 | 0 | 0 |
Transfers of liabilities between the fair value measurement levels 1 to level 2 | 0 | 0 |
Transfers of liabilities between the fair value measurement levels 2 to level 1 | 0 | 0 |
Transfers of assets or liabilities between the fair value measurement levels 3 | 0 | 0 |
Level 2 | Carrying Value | ||
Fair Value Measurements | ||
Term Loan Facility | 916,902 | 626,753 |
Level 2 | Fair Value | ||
Fair Value Measurements | ||
Term Loan Facility | $ 953,269 | $ 649,838 |
Commitments and Contingencies80
Commitments and Contingencies (Details) $ in Thousands | Dec. 05, 2001USD ($)subsidiarypropertyitem | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2006USD ($) | Feb. 28, 2014property | Dec. 31, 2012property | Dec. 28, 2012property | Jan. 09, 2012property | Dec. 29, 2011property |
Future minimum annual fixed rentals under operating leases | |||||||||||
2,018 | $ 101,271 | ||||||||||
2,019 | 98,374 | ||||||||||
2,020 | 91,460 | ||||||||||
2,021 | 87,771 | ||||||||||
2,022 | 83,844 | ||||||||||
Thereafter | 712,155 | ||||||||||
Total | 1,174,875 | ||||||||||
Rent expense | 86,500 | $ 74,500 | $ 61,500 | ||||||||
Letters of credit | 12,200 | 10,800 | |||||||||
Cost of real property purchased | $ 359,836 | 273,541 | |||||||||
Initial term of lease | 20 years | ||||||||||
Number of renewal options | item | 2 | ||||||||||
Renewal term of lease | 5 years | ||||||||||
Net book value of Land and buildings removed from balance sheet | $ 45,800 | ||||||||||
Annual net average lease payments | $ 3,400 | ||||||||||
Derecognition resulted in deferred gain | $ 100 | 4,600 | |||||||||
FreedomRoads, LLC Floor Plan Facility | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Letters of credit | 8,900 | 7,600 | |||||||||
Property sold in 2017 | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Cost of real property purchased | 6,000 | ||||||||||
Payments to Acquire Real Estate | 6,000 | ||||||||||
Original purchase price | $ 6,000 | ||||||||||
Property sold in 2016 | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Cost of real property purchased | 13,200 | ||||||||||
Payments to Acquire Real Estate | 11,900 | 1,200 | $ 100 | ||||||||
Original purchase price | 11,900 | 1,200 | 100 | ||||||||
Property sold in 2015 | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Cost of real property purchased | 19,000 | ||||||||||
Payments to Acquire Real Estate | 18,100 | 900 | |||||||||
Original purchase price | 18,100 | $ 900 | |||||||||
Minimum | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Initial term of lease | 25 years | ||||||||||
Maximum | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Initial term of lease | 27 years | ||||||||||
Other agreements | |||||||||||
Period for severance pay beyond termination date | 1 year | ||||||||||
Sponsorship agreements | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
2,018 | $ 9,800 | ||||||||||
2,019 | 10,200 | ||||||||||
2,020 | 9,200 | ||||||||||
2,021 | 9,500 | ||||||||||
2,022 | 9,900 | ||||||||||
2,023 | 1,500 | ||||||||||
2,024 | 1,500 | ||||||||||
Subscription agreement | |||||||||||
Other agreements | |||||||||||
2,014 | 1,700 | ||||||||||
2,015 | 1,600 | ||||||||||
2,016 | 1,800 | ||||||||||
2,017 | 2,100 | ||||||||||
2,018 | 2,200 | ||||||||||
Total | 9,400 | ||||||||||
Amended Subscription Agreement | |||||||||||
Other agreements | |||||||||||
2,017 | 4,000 | ||||||||||
2,018 | 4,300 | ||||||||||
2,019 | 4,500 | ||||||||||
2,020 | 4,800 | ||||||||||
2,021 | 5,000 | ||||||||||
Third Party | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
2,018 | 99,145 | ||||||||||
2,019 | 96,248 | ||||||||||
2,020 | 89,334 | ||||||||||
2,021 | 85,644 | ||||||||||
2,022 | 81,820 | ||||||||||
Thereafter | 691,385 | ||||||||||
Total | 1,143,576 | ||||||||||
Related Party | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
2,018 | 2,126 | ||||||||||
2,019 | 2,126 | ||||||||||
2,020 | 2,126 | ||||||||||
2,021 | 2,127 | ||||||||||
2,022 | 2,024 | ||||||||||
Thereafter | 20,770 | ||||||||||
Total | 31,299 | ||||||||||
Subsidiary of FreedomRoads | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Gains (Losses) in sale leaseback arrangement | 100 | 400 | |||||||||
Initial term of lease | 20 years | ||||||||||
Derecognition resulted in deferred gain | $ 6,400 | ||||||||||
Income recognition (offset to rent expense) of the deferred credits | 300 | 300 | $ 300 | ||||||||
Subsidiary of FreedomRoads | FreedomRoads, LLC Floor Plan Facility | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Letters of credit | 400 | ||||||||||
Subsidiary of FreedomRoads | Maximum | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Gains (Losses) in sale leaseback arrangement | (100) | ||||||||||
AGRP Holding Corp | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Number of real estate properties sold | property | 2 | 2 | 1 | 1 | 6 | ||||||
Number of real estate properties owned | property | 11 | ||||||||||
Number of separate wholly owned subsidiaries of related party | subsidiary | 11 | ||||||||||
Derecognition resulted in deferred gain | $ 4,600 | $ 5,100 | |||||||||
GSE | |||||||||||
Future minimum annual fixed rentals under operating leases | |||||||||||
Number of real estate properties sold | property | 11 | ||||||||||
Consideration received | $ 52,300 | ||||||||||
Gain from sale of land and building | 6,100 | ||||||||||
Gain on certain properties | 12,100 | ||||||||||
Loss on other properties | $ 6,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 21, 2016 | Sep. 07, 2016 | Jun. 17, 2016 | Jun. 13, 2016 | Jul. 01, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2011 |
Related party transactions | ||||||||||
Term of lease | 20 years | |||||||||
Membership units | ||||||||||
Non-cash distribution declared | $ 38,838,000 | |||||||||
Cash distribution declared | $ 230,777,000 | |||||||||
Cash distribution to members | $ 100,000,000 | $ 149,633,000 | 236,146,000 | 228,894,000 | ||||||
AutoMatch Distribution | ||||||||||
Membership units | ||||||||||
Distribution declared | $ 42,700,000 | |||||||||
Non-cash distribution declared | 38,800,000 | |||||||||
Cash distribution declared | $ 3,800,000 | |||||||||
Cash distribution to members | $ 200,000 | $ 3,600,000 | ||||||||
FreedomRoads | AutoMatch Distribution | ||||||||||
Membership units | ||||||||||
Cash distribution declared | 1,600,000 | |||||||||
Cash distribution to members | $ 1,600,000 | |||||||||
Monitoring Agreement | Crestview Advisors, L.L.C. and Stephen Adams | ||||||||||
Related party transactions | ||||||||||
Related party expense | 1,700,000 | 2,000,000 | ||||||||
Monitoring Agreement | Crestview Advisors, L.L.C | ||||||||||
Related party transactions | ||||||||||
Annual monitoring fee | 1,000,000 | |||||||||
Quarterly installments | 250,000 | |||||||||
Monitoring Agreement | Stephen Adams | ||||||||||
Related party transactions | ||||||||||
Annual monitoring fee | 1,000,000 | |||||||||
Quarterly installments | 250,000 | |||||||||
Reimbursable Fees | Crestview Advisors, L.L.C. and Stephen Adams | ||||||||||
Related party transactions | ||||||||||
Related party expense | 200,000 | 500,000 | ||||||||
Reimbursable Fees | Crestview Advisors, L.L.C | ||||||||||
Related party transactions | ||||||||||
Managers' reimbursable expenses per annum per related party | 250,000 | |||||||||
Reimbursable Fees | Stephen Adams | ||||||||||
Related party transactions | ||||||||||
Managers' reimbursable expenses per annum per related party | 250,000 | |||||||||
Related Party Agreement | eNET IT Group | ||||||||||
Related party transactions | ||||||||||
Related party expense | 100,000 | 600,000 | ||||||||
Related Party Agreement | Precise Graphix | ||||||||||
Related party transactions | ||||||||||
Related party expense | 2,700,000 | 3,300,000 | ||||||||
Aircraft Agreement | Stephen Adams | ||||||||||
Related party transactions | ||||||||||
Related party expense | 1,000,000 | |||||||||
Put Agreement | Mr. Lemonis | ||||||||||
Related party transactions | ||||||||||
Pledged profit units | $ 12,000,000 | |||||||||
Number of profits units | 4,667 | |||||||||
Advertising Agreement | Stephen Adams | ||||||||||
Related party transactions | ||||||||||
Non-cash distribution | 1,000,000 | |||||||||
Deposit made | $ 1,000,000 | |||||||||
Advertising Agreement | Cumulus Media | ||||||||||
Related party transactions | ||||||||||
Related party expense | $ 400,000 | $ 0 | 600,000 | |||||||
Precise Graphix | Related Party Agreement | ||||||||||
Related party transactions | ||||||||||
Related party expense | $ 1,700,000 | |||||||||
Mr. Lemonis | eNET IT Group | ||||||||||
Related party transactions | ||||||||||
Economic interest (as a percent) | 51.00% | |||||||||
Mr. Lemonis | Precise Graphix | Mr. Lemonis | ||||||||||
Related party transactions | ||||||||||
Economic interest (as a percent) | 33.00% | |||||||||
Stephen Adams | AGI Holding Corp | Aircraft Agreement | ||||||||||
Related party transactions | ||||||||||
Economic interest (as a percent) | 100.00% | |||||||||
FreedomRoads | Related Party Agreement | Stephen Adams | ||||||||||
Related party transactions | ||||||||||
Due to Related Parties | $ 900,000 | |||||||||
FreedomRoads | Lease Agreement | Managers and Officers | ||||||||||
Related party transactions | ||||||||||
Related party expense | $ 2,000,000 | $ 1,200,000 | $ 2,000,000 | |||||||
FreedomRoads | Lease Agreement | Mr. Lemonis | Original Lease | ||||||||||
Related party transactions | ||||||||||
Term of lease | 132 months | |||||||||
Base rent | $ 29,000 | |||||||||
FreedomRoads | Lease Agreement | Mr. Lemonis | Expansion Lease | ||||||||||
Related party transactions | ||||||||||
Term of lease | 132 months | |||||||||
Base rent | $ 2,500 | |||||||||
AutoMatch | Transition Services Agreement | FreedomRoads | ||||||||||
Related party transactions | ||||||||||
Agreement period | 120 days |
Acquisitions - General Informat
Acquisitions - General Information (Details) - Assets Or Stock Of Multiple Dealership Locations Acquired - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Acquisitions | ||
Real properties purchased | $ 17.1 | $ 15.3 |
Real properties sold in sale-leaseback transactions | $ 6 | $ 15.9 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | Oct. 19, 2017 | Aug. 17, 2017 | May 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Goodwill | $ 348,387 | $ 153,105 | $ 112,940 | |||
Cash paid for acquisition, net of cash acquired | $ 392,956 | 78,606 | $ 125,189 | |||
Estimated life (in years) | 12 years 4 months 24 days | |||||
Trademarks and trade names | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Estimated life (in years) | 15 years | |||||
Websites | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Estimated life (in years) | 10 years | |||||
Assets Or Stock Of Multiple Dealership Locations Acquired | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Accounts receivable | $ 1,250 | 944 | ||||
Inventory | 121,808 | 36,285 | ||||
Property and equipment | 1,450 | 823 | ||||
Other assets | 164 | 175 | ||||
Accounts payable | (569) | (2,231) | ||||
Accrued liabilities | (2,480) | (329) | ||||
Total tangible net assets acquired | 121,623 | 35,667 | ||||
Intangible assets acquired | 793 | 2,774 | ||||
Goodwill | 158,815 | 40,165 | ||||
Purchase price | 281,231 | 78,606 | ||||
Inventory purchases financed via floor plan | (99,451) | (28,942) | ||||
Cash payment net of floor plan financing | 181,780 | 49,664 | ||||
Assets Or Stock Of Multiple Dealership Locations Acquired | Membership and customer lists | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 793 | $ 2,774 | ||||
Assets Or Stock Of Multiple Dealership Locations Acquired | Membership and customer lists | Minimum | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Estimated life (in years) | 4 years | 4 years | ||||
Assets Or Stock Of Multiple Dealership Locations Acquired | Membership and customer lists | Maximum | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Estimated life (in years) | 7 years | 7 years | ||||
Gander Mountain and Overton's | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Inventory | $ 9,965 | |||||
Prepaid expenses and other assets | 42 | |||||
Property and equipment | 8,436 | |||||
Accrued liabilities | (373) | |||||
Total tangible net assets acquired | 18,070 | |||||
Intangible assets acquired | 17,200 | |||||
Goodwill | 1,329 | |||||
Purchase price | 36,599 | |||||
Gander Mountain and Overton's | Membership and customer lists | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 500 | |||||
Estimated life (in years) | 6 years | |||||
Gander Mountain and Overton's | Trademarks and trade names | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 14,800 | |||||
Estimated life (in years) | 15 years | |||||
Gander Mountain and Overton's | Websites | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 1,900 | |||||
Estimated life (in years) | 10 years | |||||
TheHouse.com | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Cash and cash equivalents | $ 501 | |||||
Accounts receivable | 159 | |||||
Inventory | 36,320 | |||||
Prepaid expenses and other assets | 1,120 | |||||
Property and equipment | 548 | |||||
Accounts payable | (7,585) | |||||
Accrued liabilities | (827) | |||||
Deferred tax liabilities | (4,011) | |||||
Total tangible net assets acquired | 26,225 | |||||
Intangible assets acquired | 18,129 | |||||
Goodwill | 26,678 | |||||
Purchase price | 71,032 | |||||
Non-cash consideration - Class A shares issued | (5,720) | |||||
Cash paid for acquisition, net of cash acquired | 64,811 | |||||
TheHouse.com | Trademarks and trade names | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 14,039 | |||||
Estimated life (in years) | 15 years | |||||
TheHouse.com | Websites | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 4,090 | |||||
Estimated life (in years) | 10 years | |||||
W82 & Uncle Dan's | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Cash and cash equivalents | $ 90 | |||||
Accounts receivable | 15 | |||||
Inventory | 3,886 | |||||
Prepaid expenses and other assets | 100 | |||||
Property and equipment | 1,327 | |||||
Accounts payable | (2,380) | |||||
Accrued liabilities | (1,238) | |||||
Other liabilities | (87) | |||||
Total tangible net assets acquired | 1,713 | |||||
Intangible assets acquired | 232 | |||||
Goodwill | 8,460 | |||||
Purchase price | 10,405 | |||||
Cash paid for acquisition, net of cash acquired | 10,315 | |||||
W82 & Uncle Dan's | Trademarks and trade names | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 148 | |||||
Estimated life (in years) | 15 years | |||||
W82 & Uncle Dan's | Websites | ||||||
Assets (liabilities) acquired (assumed) at fair value: | ||||||
Intangible assets acquired | $ 84 | |||||
Estimated life (in years) | 10 years |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Assets Or Stock Of Multiple Dealership Locations Acquired | ||
Acquisitions | ||
Revenue | $ 300.8 | $ 75.1 |
Pre-tax income (loss) | 14.2 | $ 2.7 |
Gander Mountain and Overton's | ||
Acquisitions | ||
Revenue | 27.5 | |
Pre-tax income (loss) | 33.8 | |
TheHouse.com | ||
Acquisitions | ||
Revenue | 32.7 | |
Pre-tax income (loss) | 4.7 | |
W82 & Uncle Dan's | ||
Acquisitions | ||
Revenue | 4.3 | |
Pre-tax income (loss) | $ 0.3 |
Acquisitions - Purchase Price (
Acquisitions - Purchase Price (Details) $ in Thousands | Oct. 19, 2017USD ($) | Sep. 22, 2017USD ($) | Aug. 17, 2017USD ($)store | May 26, 2017USD ($)lease | Dec. 31, 2017USD ($)store | May 25, 2017store | Dec. 31, 2016USD ($) |
Acquisitions | |||||||
Number of locations | store | 140 | ||||||
Letters of credit | $ 12,200 | $ 10,800 | |||||
Gander Mountain and Overton's | |||||||
Acquisitions | |||||||
Purchase Price | $ 35,400 | ||||||
Liability incurred/extinguished with acquisition | $ 1,100 | ||||||
Overton's | |||||||
Acquisitions | |||||||
Number of retail leases | lease | 2 | ||||||
TheHouse.com | |||||||
Acquisitions | |||||||
Liability incurred/extinguished with acquisition | $ 35,300 | ||||||
Number of locations | store | 2 | ||||||
Cash paid for acquisition | $ 30,000 | ||||||
Non-cash consideration - Class A shares issued | $ 5,720 | ||||||
Uncle Dan's | |||||||
Acquisitions | |||||||
Cash paid for acquisition | $ 7,500 | ||||||
Extinguishment of debt | $ 700 | ||||||
Letters of credit | $ 100 | ||||||
W82 | |||||||
Acquisitions | |||||||
Cash paid for acquisition | $ 600 | ||||||
Extinguishment of debt | $ 1,500 | ||||||
Gander Mountain | |||||||
Acquisitions | |||||||
Number of locations | store | 160 | ||||||
Overton's | |||||||
Acquisitions | |||||||
Number of locations | store | 2 | ||||||
Minimum | Gander Mountain | |||||||
Acquisitions | |||||||
Number of retail leases | lease | 15 |
Exit Activities (Details)
Exit Activities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Exit activities | ||
Liability outstanding | $ 2.8 | $ 2.8 |
Minimum sublease rental payments to be received | 12.3 | |
Other current liabilities | Facility closure | ||
Exit activities | ||
Current portion of the liability | $ 0.3 | $ 0.3 |
Statements of Cash Flows - Supp
Statements of Cash Flows - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash paid during the period for: | ||||
Interest | $ 65,202 | $ 61,889 | $ 54,843 | |
Income taxes | 35,432 | 1,622 | 1,119 | |
Non-cash investing activities: | ||||
Property and equipment for leases capitalized as a right to use asset | 50,587 | |||
Derecognized property and equipment for leases that qualified as operating leases after completion of construction | $ (122,400) | (20,100) | (19,958) | (122,360) |
Property and equipment acquired through third party capital lease arrangements | 2,007 | |||
Leasehold improvements paid by lessor | 857 | |||
Vehicles transferred to property and equipment from inventory | 1,555 | 530 | 3,703 | |
Portion of acquisition purchase price paid through issuance of Class A common stock | 5,720 | |||
Landlord paid tenant improvements on behalf of the Company | 749 | |||
Non-cash financing activities: | ||||
Lease obligations recognized as right to use liabilities | 50,587 | |||
Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction | $ (127,000) | (20,000) | (20,056) | (126,971) |
Third-party capital lease arrangements to acquire property and equipment | 2,007 | |||
Non-cash distribution of equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of the Company | $ (38,838) | |||
Non-cash distribution of a prepaid marketing deposit with Adams Outdoor Advertising Marketing Company | (1,000) | |||
Non-cash distribution of receivable due to CWGS Holding, LLC | $ (883) | |||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 130 | |||
Par value of Class A common stock issued for acquisition | $ 1 |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Minimum age to participate in 401(k) plan | 18 years | ||
Contribution expenses | $ 0.9 | $ 1 | |
Non-highly Compensated Employees | |||
Portion of eligible compensation that may be deferred (as a percent) | 75.00% | ||
Highly Compensated Employees | |||
Portion of eligible compensation that may be deferred (as a percent) | 15.00% |
Stockholder's Equity - Reorgani
Stockholder's Equity - Reorganization Transactions (Details) - shares | Oct. 06, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 10, 2016 |
Merged Entity | CWGS, LLC | ||||
Common Stock | ||||
Units held | 7,063,716 | |||
CWH | CWGS, LLC | ||||
Common Stock | ||||
Units held | 36,749,072 | 18,935,916 | ||
Ownership interest | 22.60% | 41.50% | 22.60% | |
Continuing Equity Owners | CWGS, LLC | ||||
Common Stock | ||||
Units held | 51,890,495 | 64,835,914 | ||
Percentage of ownership | 77.40% | 58.50% | 77.40% | |
Class A common stock | ||||
Common Stock | ||||
Common stock, outstanding | 36,749,072 | 18,935,916 | 18,935,916 | |
Class A common stock | CWH BR Merger | ||||
Common Stock | ||||
Shares issued in acquisition | 7,063,716 | |||
Common stock, outstanding | 7,063,716 | |||
Class B common stock | ||||
Common Stock | ||||
Common stock, outstanding | 50,836,629 | 62,002,729 | 62,002,729 | |
Class B common stock | Merged Entity | CWH | ||||
Common Stock | ||||
Common stock, outstanding | 7,063,716 | |||
Class B common stock | CWH BR Merger | ||||
Common Stock | ||||
Shares cancelled | 7,063,716 |
Stockholder's Equity - Amendmen
Stockholder's Equity - Amendment and Restatement of Certificate of Incorporation (Details) | Oct. 06, 2016Voteitem$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Common Stock | |||
Board of directors, number of classes | item | 3 | ||
Board of directors, term (in years) | 3 years | ||
Preferred Stock | |||
Common Stock | |||
Common stock, authorized | 20,000,000 | ||
Class A common stock | |||
Common Stock | |||
Common stock, authorized | 250,000,000 | ||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Votes per share | Vote | 1 | ||
Class B common stock | |||
Common Stock | |||
Common stock, authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Votes per share | Vote | 1 | ||
Class C common stock | |||
Common Stock | |||
Common stock, authorized | 1 | 1 | 1 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Voting power (as a percent) | 5.00% | ||
M L Related Parties | Class B common stock | |||
Common Stock | |||
Voting power (as a percent) | 47.00% | ||
M L Related Parties | Common Class A And Class B | CWGS, LLC | Minimum | |||
Common Stock | |||
Percentage of ownership | 27.50% |
Stockholder's Equity - Initial
Stockholder's Equity - Initial Public Offering (Details) - USD ($) | Nov. 01, 2017 | Oct. 30, 2017 | Jun. 09, 2017 | Jun. 05, 2017 | Nov. 09, 2016 | Oct. 13, 2016 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 10, 2016 |
IPO | ||||||||||
Proceeds from issuance of common stock | $ 16,000,000 | |||||||||
CWGS, LLC | ||||||||||
IPO | ||||||||||
Purchase of newly-issued common units | 600,000 | 4,000,000 | ||||||||
Class A common stock | ||||||||||
IPO | ||||||||||
Number of shares issued | 4,000,000 | 4,600,000 | 11,872,000 | |||||||
Offering price (in dollars per share) | $ 27.75 | |||||||||
Proceeds from IPO | $ 234,185,000 | |||||||||
Common stock, outstanding | 36,749,072 | 18,935,916 | 18,935,916 | |||||||
Proceeds from issuance of common stock | $ 106,600,000 | $ 121,395,000 | ||||||||
Class A common stock | CWH BR Merger | ||||||||||
IPO | ||||||||||
Common stock, outstanding | 7,063,716 | |||||||||
Class A common stock | May 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Offering price (in dollars per share) | $ 27.75 | |||||||||
Shares issued by selling stockholders | 825,000 | 5,500,000 | ||||||||
Class A common stock | October 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Number of shares issued | 6,700,000 | |||||||||
Offering price (in dollars per share) | $ 40.50 | |||||||||
Shares issued by selling stockholders | 963,799 | |||||||||
Class A common stock | CWGS Holding, LLC and CVRV Acquisition LLC | ||||||||||
IPO | ||||||||||
Shares of common stock redeemed for shares of common stock | 678,331 | |||||||||
Redemption of common stock by selling shareholders | 678,331 | |||||||||
Class A common stock | CVRV Acquisition LLC | ||||||||||
IPO | ||||||||||
Shares of common stock redeemed for shares of common stock | 648,462 | 4,323,083 | ||||||||
Redemption of common stock by selling shareholders | 4,715,529 | |||||||||
Shares sold that were previously held | 176,538 | |||||||||
Class A common stock | CVRV Acquisition II LLC | ||||||||||
IPO | ||||||||||
Shares sold that were previously held | 184,669 | 1,283,756 | 1,176,917 | |||||||
Class A common stock | Crestview Advisors LLC | ||||||||||
IPO | ||||||||||
Shares sold that were previously held | 104 | 715 | ||||||||
Class A common stock | CWGS, LLC | October 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Redemption of common stock by selling shareholders | 700,000 | |||||||||
Class A common stock | CWGS, LLC | CWGS Holding, LLC and CVRV Acquisition LLC | ||||||||||
IPO | ||||||||||
Shares of common stock redeemed for shares of common stock | 100,695 | |||||||||
Redemption of common stock by selling shareholders | 100,695 | 700,000 | ||||||||
Class A common stock | CWGS, LLC | CVRV Acquisition LLC | ||||||||||
IPO | ||||||||||
Shares of common stock redeemed for shares of common stock | 4,715,529 | |||||||||
Redemption of common stock by selling shareholders | 4,323,083 | |||||||||
Class B common stock | ||||||||||
IPO | ||||||||||
Common stock, outstanding | 50,836,629 | 62,002,729 | 62,002,729 | |||||||
Proceeds from issuance of common stock | $ 6,000 | |||||||||
Consideration for redemption of shares | $ 0 | |||||||||
Class B common stock | May 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Consideration for redemption of shares | $ 0 | $ 0 | ||||||||
Class B common stock | October 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Consideration for redemption of shares | $ 0 | |||||||||
Class B common stock | CVRV Acquisition LLC | ||||||||||
IPO | ||||||||||
Number of common stock cancelled | 678,331 | 4,715,529 | 648,462 | 4,323,083 | ||||||
Class B common stock | CWGS Holding LLC | ||||||||||
IPO | ||||||||||
Number of common stock cancelled | 100,695 | 700,000 | ||||||||
Class B common stock | CWGS, LLC | CVRV Acquisition LLC | ||||||||||
IPO | ||||||||||
Redemption of common stock by selling shareholders | 648,462 | |||||||||
Class C common stock | ||||||||||
IPO | ||||||||||
Common stock, outstanding | 1 | 1 | 1 | |||||||
IPO | Class A common stock | ||||||||||
IPO | ||||||||||
Number of shares issued | 11,363,636 | |||||||||
Offering price (in dollars per share) | $ 22 | |||||||||
Proceeds from IPO | $ 233,400,000 | |||||||||
Common stock, outstanding | 11,872,200 | |||||||||
IPO | Class A common stock | CWGS, LLC | ||||||||||
IPO | ||||||||||
Units issued in exchange | 11,363,636 | |||||||||
Over allotment | October 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Shares issued by selling stockholders | 1,005,000 | |||||||||
Over allotment | Class A common stock | ||||||||||
IPO | ||||||||||
Number of shares issued | 600,000 | 600,000 | 508,564 | |||||||
Proceeds from IPO | $ 10,400,000 | |||||||||
Over allotment | Class A common stock | May 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Shares issued by selling stockholders | 825,000 | |||||||||
Over allotment | Class A common stock | October 2017 Selling Stockholders | ||||||||||
IPO | ||||||||||
Shares issued by selling stockholders | 963,799 | |||||||||
Over allotment | Class A common stock | CWGS, LLC | ||||||||||
IPO | ||||||||||
Units issued in exchange | 508,564 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | Oct. 06, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Summarizes the effects of change in ownership: | ||||||||||||
Net income attributable to Camping World Holdings, Inc. | $ (18,093) | $ 19,589 | $ 19,344 | $ 7,522 | $ 1,586 | $ 68,247 | $ 84,108 | $ 37,176 | $ 28,362 | $ 191,117 | $ 174,293 | |
Transfers to non-controlling interests: | ||||||||||||
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | 112,255 | (65,256) | $ 174,293 | |||||||||
Additional Paid-in Capital | ||||||||||||
Transfers to non-controlling interests: | ||||||||||||
Decrease in additional paid-in capital as a result of the Reorganization Transactions | (21,887) | |||||||||||
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC | (87,203) | $ (234,486) | ||||||||||
Decrease in additional paid-in capital as a result of the contribution of Class A common stock to CWGS, LLC for an acquisition by a subsidiary | (3,678) | |||||||||||
Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options | (970) | |||||||||||
Increase in additional paid-in capital as a result of the vesting of restricted stock units | 257 | |||||||||||
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | $ 175,487 | |||||||||||
CWGS, LLC | ||||||||||||
Non-Controlling Interests | ||||||||||||
LLC outstanding | 70,000 | 88,639,567 | 83,771,830 | 88,639,567 | 83,771,830 | |||||||
CWH | CWGS, LLC | ||||||||||||
Non-Controlling Interests | ||||||||||||
Units held | 36,749,072 | 18,935,916 | 36,749,072 | 18,935,916 | ||||||||
Ownership interest | 22.60% | 41.50% | 22.60% | |||||||||
Continuing Equity Owners | CWGS, LLC | ||||||||||||
Non-Controlling Interests | ||||||||||||
Units held | 51,890,495 | 64,835,914 | 51,890,495 | 64,835,914 | ||||||||
Percentage of ownership | 77.40% | 58.50% | 77.40% | 58.50% | 77.40% |
Equity-based Compensation Pla93
Equity-based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity-based compensation expense: | ||
Equity based compensation expense | $ 5,109 | $ 1,597 |
Total income tax benefit recognized related to equity-based compensation | 619 | 125 |
Costs applicable to revenue | ||
Equity-based compensation expense: | ||
Equity based compensation expense | 386 | 90 |
Selling, general, and administrative | ||
Equity-based compensation expense: | ||
Equity based compensation expense | $ 4,723 | $ 1,507 |
Equity-based Compensation Pla94
Equity-based Compensation Plans - CWGS LLC Plan (Details) | Oct. 06, 2016shares | Apr. 04, 2016USD ($)shares | Apr. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2012 |
Share-based Compensation Plans | |||||||
Share based compensation expense | $ 5,109,000 | $ 1,597,000 | |||||
Profit Units redeemed | 17,000,000 | ||||||
CWGS LLC Plan | |||||||
Share-based Compensation Plans | |||||||
Percentage of increase in the value of the Company (as a percent) | 10.00% | ||||||
Vesting period | 4 years | ||||||
Share based compensation expense | $ 0 | ||||||
CWGS LLC Plan | Class A common stock | |||||||
Share-based Compensation Plans | |||||||
Exchange ratio for converting common units | 1 | ||||||
CWGS LLC Plan | Board of Directors Chairman | |||||||
Share-based Compensation Plans | |||||||
Share based compensation expense | $ 60,000 | ||||||
CWGS LLC Plan | Board of Directors Chairman | Notes Payable, Other Payables | Note Payable to Board of Directors Chairman and Chief Executive Officer | |||||||
Share-based Compensation Plans | |||||||
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 | ||||||
Interest Paid | $ 6,250 | ||||||
CWGS LLC Plan | Profits Units | |||||||
Share-based Compensation Plans | |||||||
Authorized (in units) | shares | 15,556 | ||||||
Granted/issued (in units) | shares | 0 | 15,556 | |||||
Outstanding (in units) | shares | 13,793 | 0 | 15,556 | ||||
Share based compensation expense | $ 900,000 | ||||||
Units issued in exchange | shares | 5,877,513 | ||||||
Grant date fair value (per unit) | $ / shares | $ 317 | ||||||
Profit units available for grant | shares | 0 | ||||||
CWGS LLC Plan | Profits Units | Board of Directors Chairman | |||||||
Share-based Compensation Plans | |||||||
Profit Units redeemed (in shares) | shares | 1,763 | ||||||
Profit Units redeemed | $ 17,000,000 | ||||||
Profit Units redeemed, cash portion | $ 13,000,000 |
Equity-based Compensation Pla95
Equity-based Compensation Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Plans | |||
Actual tax benefit for the tax deductions from the exercise of stock options | $ 300 | ||
Stock options additional information | |||
Aggregate Intrinsic Value - Outstanding | $ 1,700 | ||
2016 Plan | |||
Share-based Compensation Plans | |||
Number of awards available under the plan (in shares) | 14,693,518 | ||
Weighted average grant date fair value (per share) | $ 7.24 | ||
Exercised (in shares) | 80,000 | 0 | |
Stock Options | |||
Outstanding at December 31, 2016 (in shares) | 1,118,000 | ||
Exercised (in shares) | (80,000) | 0 | |
Forfeited (in shares) | (85,000) | ||
Outstanding at December 31, 2017 (in shares) | 953,000 | 1,118,000 | |
Options exercisable at December 31, 2017 (in shares) | 185,000 | ||
Weighted Average Exercise Price | |||
Outstanding at December 31, 2016 (per share) | $ 21.86 | ||
Exercised (per share) | 21.70 | ||
Forfeited (per share) | 22 | ||
Outstanding at December 31, 2017 (per share) | 21.86 | $ 21.86 | |
Options exercisable at December 31, 2017 (per share) | $ 21.91 | ||
Stock options additional information | |||
Aggregate Intrinsic Value - Outstanding | $ 21,789 | ||
Aggregate Intrinsic Value - Exercisable | $ 4,232 | ||
Weighted Average Remaining Contractual Life - Outstanding (in years) | 8 years 8 months 12 days | ||
Weighted Average Remaining Contractual Life - Exercisable (in years) | 8 years 6 months | ||
2016 Plan | Employees | Maximum | |||
Share-based Compensation Plans | |||
Vesting period | 5 years | ||
2016 Plan | Employees | Minimum | |||
Share-based Compensation Plans | |||
Vesting period | 3 years | ||
2016 Plan | Stock options | |||
Share-based Compensation Plans | |||
Term of awards | 10 years | ||
Unrecognized compensation costs | $ 5,100 | ||
Unrecognized compensation costs recognition period (in years) | 2 years 9 months 18 days | ||
Black-Scholes assumptions | |||
Expected term (years) | 6 years 3 months 18 days | ||
Expected volatility | 36.10% | ||
Risk free interest rate | 1.50% | ||
Dividend yield | 1.10% | ||
Quarterly dividends expected to be declared (per share) | $ 0.06 | ||
2016 Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Plans | |||
Unrecognized compensation costs | $ 44,300 | ||
Unrecognized compensation costs recognition period (in years) | 4 years | ||
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | |||
Share-based Compensation Plans | |||
Vesting period | 3 years |
Equity-based Compensation Pla96
Equity-based Compensation Plans - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | |
Share-based Compensation Plans | |||
Intrinsic value of unvested units | $ 1.3 | ||
Actual tax benefit for the tax deductions from the vesting of restricted stock units | $ 0.3 | ||
2016 Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Plans | |||
Weighted average grand date fair value (per share) | $ 21.37 | $ 21.37 | $ 37.65 |
Intrinsic value of unvested units | $ 55.8 | ||
Unrecognized compensation costs | $ 44.3 | ||
Unrecognized compensation costs recognition period (in years) | 4 years | ||
Restricted Stock Units | |||
Outstanding at December 31, 2016 (in shares) | 144,000 | ||
Granted (in shares) | 1,145,000 | ||
Vested (in shares) | (33,000) | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (9,000) | ||
Outstanding at December 31, 2017 (in shares) | 1,247,000 | 144,000 | |
Weighted Average Grant Date Fair Value | |||
Outstanding at December 31, 2016 (per share) | $ 21.37 | ||
Granted (per share) | 39.10 | $ 21.37 | |
Vested (per share) | 21.37 | ||
Forfeited (per share) | 21.40 | ||
Outstanding at December 31, 2017 (per share) | $ 37.65 | $ 21.37 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 06, 2016 | ||||
Numerator: | |||||||||||||||
Net income | $ (5,494) | $ 83,752 | $ 105,093 | $ 49,623 | $ 11,528 | $ 68,247 | $ 84,108 | $ 37,176 | $ 232,974 | $ 201,059 | $ 174,293 | ||||
Less: net income attributable to non-controlling interests | (204,612) | (9,942) | |||||||||||||
Class A common stock | |||||||||||||||
Numerator: | |||||||||||||||
Net income | 232,974 | 11,528 | |||||||||||||
Less: net income attributable to non-controlling interests | (204,612) | (9,942) | |||||||||||||
Net income (loss) attributable to Camping World Holdings, Inc. ? basic | 28,362 | 1,586 | |||||||||||||
Add: Reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock | 4,164 | ||||||||||||||
Net income (loss) attributable to Camping World Holdings, Inc. ? diluted | $ 28,362 | $ 5,750 | |||||||||||||
Denominator: | |||||||||||||||
Weighted-average shares of Class A common stock outstanding -basic | [1] | 26,622,000 | 18,766,000 | ||||||||||||
Dilutive common units of CWGS, LLC that are convertible into Class A common stock | 64,836,000 | ||||||||||||||
Weighted-average shares of Class A common stock outstanding - diluted | [1] | 26,622,000 | 83,602,000 | ||||||||||||
Earnings (loss) per share of Class A common stock ? basic | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.40 | $ 0.08 | $ 1.07 | [1] | $ 0.08 | [1] | ||||||
Earnings (loss) per share of Class A common stock ? diluted | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.38 | $ 0.07 | $ 1.07 | [1] | $ 0.07 | [1] | ||||||
Class A common stock | Stock Option | |||||||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 1,100,000 | 1,100,000 | |||||||||||||
Class A common stock | Restricted Stock Units (RSUs) | |||||||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 400,000 | 100,000 | |||||||||||||
CWGS, LLC | |||||||||||||||
Preferred units outstanding (in units) | 88,639,567 | 83,771,830 | 88,639,567 | 83,771,830 | 70,000 | ||||||||||
Quarterly preferred returns | $ 2,100 | ||||||||||||||
CWGS, LLC | Class A common stock | |||||||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 60,000,000 | ||||||||||||||
[1] | Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 21 — Earnings Per Share. |
Segment Information - General I
Segment Information - General Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segments Information | |||
Number of reportable segments | 2 | 2 | 2 |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segments Information | |||||||||||
Revenue | $ 888,992 | $ 1,235,602 | $ 1,279,026 | $ 881,635 | $ 668,903 | $ 988,804 | $ 1,065,259 | $ 796,031 | $ 4,285,255 | $ 3,518,997 | $ 3,278,817 |
Consumer services and plans | |||||||||||
Segments Information | |||||||||||
Revenue | 195,614 | 184,773 | 174,600 | ||||||||
Retail | |||||||||||
Segments Information | |||||||||||
Revenue | $ 4,089,641 | $ 3,334,224 | $ 3,104,217 |
Segment Information - Segment I
Segment Information - Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segments Information | |||||||||||
Total segment income | $ 44,291 | $ 110,664 | $ 136,521 | $ 69,904 | $ 32,128 | $ 87,572 | $ 104,053 | $ 55,437 | $ 361,380 | $ 279,190 | $ 240,273 |
Selling, general, and administrative expense | (853,160) | (691,884) | (634,890) | ||||||||
Depreciation and amortization | (31,545) | (24,695) | (24,101) | ||||||||
Other interest expense, net | (42,959) | (48,318) | (53,377) | ||||||||
Tax Receivable Agreement liability adjustment | 99,687 | ||||||||||
Loss and expense on debt restructure | (849) | (6,270) | |||||||||
Other expense, net | 1 | ||||||||||
Income before income taxes | 389,956 | 206,966 | 175,649 | ||||||||
As Reported | |||||||||||
Segments Information | |||||||||||
Total segment income | 281,368 | 244,510 | |||||||||
Income before income taxes | 209,144 | 179,886 | |||||||||
Adjustment | |||||||||||
Segments Information | |||||||||||
Total segment income | (2,178) | (4,237) | |||||||||
Income before income taxes | (2,178) | (4,237) | |||||||||
Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 370,995 | 290,631 | 255,815 | ||||||||
Depreciation and amortization | (31,545) | (24,695) | (21,870) | ||||||||
Other interest expense, net | (5,881) | (5,414) | (16,047) | ||||||||
Corporate, Non-Segment | |||||||||||
Segments Information | |||||||||||
Selling, general, and administrative expense | (5,373) | (4,382) | (2,689) | ||||||||
Depreciation and amortization | (2,231) | ||||||||||
Other interest expense, net | (37,078) | (42,904) | (37,330) | ||||||||
Consumer services and plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 98,371 | 89,046 | 80,522 | ||||||||
Depreciation and amortization | (3,688) | (3,780) | (3,627) | ||||||||
Other interest expense, net | 2 | (19) | (32) | ||||||||
Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 272,624 | 201,585 | 175,293 | ||||||||
Depreciation and amortization | (27,857) | (20,915) | (18,243) | ||||||||
Other interest expense, net | $ (5,883) | (5,395) | (16,015) | ||||||||
Retail | Operating Segments | As Reported | |||||||||||
Segments Information | |||||||||||
Total segment income | 203,800 | 179,500 | |||||||||
Retail | Operating Segments | Adjustment | |||||||||||
Segments Information | |||||||||||
Total segment income | $ 2,200 | $ 4,200 |
Segment Information - Depreciat
Segment Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segments Information | |||
Depreciation and amortization | $ 31,545 | $ 24,695 | $ 24,101 |
Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 31,545 | 24,695 | 21,870 |
Corporate, Non-Segment | |||
Segments Information | |||
Depreciation and amortization | 2,231 | ||
Consumer services and plans | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 3,688 | 3,780 | 3,627 |
Retail | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | $ 27,857 | $ 20,915 | $ 18,243 |
Segment Information - Other Int
Segment Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segments Information | |||
Other interest expense, net | $ 42,959 | $ 48,318 | $ 53,377 |
Operating Segments | |||
Segments Information | |||
Other interest expense, net | 5,881 | 5,414 | 16,047 |
Corporate, Non-Segment | |||
Segments Information | |||
Other interest expense, net | 37,078 | 42,904 | 37,330 |
Consumer services and plans | Operating Segments | |||
Segments Information | |||
Other interest expense, net | (2) | 19 | 32 |
Retail | Operating Segments | |||
Segments Information | |||
Other interest expense, net | $ 5,883 | $ 5,395 | $ 16,015 |
Segment Information - Assets (D
Segment Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Segments Information | |||
Assets | $ 2,561,477 | $ 1,455,777 | $ 1,332,585 |
Adjustment | |||
Segments Information | |||
Assets | (107,988) | (5,520) | |
Operating Segments | |||
Segments Information | |||
Assets | 2,258,830 | 1,381,396 | 1,277,460 |
Corporate, Non-Segment | |||
Segments Information | |||
Assets | 302,647 | 74,381 | 55,125 |
Consumer services and plans | Operating Segments | |||
Segments Information | |||
Assets | 180,295 | 152,689 | 139,064 |
Retail | Operating Segments | |||
Segments Information | |||
Assets | $ 2,078,535 | 1,228,707 | 1,138,396 |
Retail | Operating Segments | Adjustment | |||
Segments Information | |||
Assets | $ (5,300) | $ 5,500 |
Segment Information - Capital E
Segment Information - Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segments Information | |||
Capital expenditures | $ 66,780 | $ 39,782 | $ 41,437 |
Consumer services and plans | |||
Segments Information | |||
Capital expenditures | 3,366 | 2,951 | 2,870 |
Retail | |||
Segments Information | |||
Capital expenditures | $ 63,414 | $ 36,831 | $ 38,567 |
Quarterly Financial Informat105
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Quarterly Financial Information | |||||||||||||
Revenue | $ 888,992 | $ 1,235,602 | $ 1,279,026 | $ 881,635 | $ 668,903 | $ 988,804 | $ 1,065,259 | $ 796,031 | $ 4,285,255 | $ 3,518,997 | $ 3,278,817 | ||
Income from operations | 44,291 | 110,664 | 136,521 | 69,904 | 32,128 | 87,572 | 104,053 | 55,437 | 361,380 | 279,190 | 240,273 | ||
Net income (loss) | (5,494) | 83,752 | 105,093 | 49,623 | 11,528 | 68,247 | 84,108 | 37,176 | 232,974 | 201,059 | 174,293 | ||
Net income attributable to Camping World Holdings, Inc. | $ (18,093) | $ 19,589 | $ 19,344 | $ 7,522 | $ 1,586 | $ 68,247 | $ 84,108 | $ 37,176 | 28,362 | 191,117 | $ 174,293 | ||
Class A common stock | |||||||||||||
Quarterly Financial Information | |||||||||||||
Net income (loss) | $ 232,974 | $ 11,528 | |||||||||||
Earnings (loss) per share of Class A common stock (1): | |||||||||||||
Basic | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.40 | $ 0.08 | $ 1.07 | [1] | $ 0.08 | [1] | ||||
Diluted | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.38 | $ 0.07 | $ 1.07 | [1] | $ 0.07 | [1] | ||||
[1] | Basic and diluted earnings per Class A common stock is applicable only for periods after the Company’s IPO. See Note 21 — Earnings Per Share. |
Schedule I - Condensed Finan106
Schedule I - Condensed Financial Information of Registrant - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 224,163 | $ 114,196 | $ 92,025 | $ 110,710 |
Total current assets | 1,798,907 | 1,126,162 | 1,045,461 | |
Deferred tax assets, net | 155,551 | 24,433 | 6,234 | |
Total assets | 2,561,477 | 1,455,777 | 1,332,585 | |
Current liabilities: | ||||
Accrued liabilities | 101,929 | 78,044 | ||
Current portion of Tax Receivable Agreement liability | 8,093 | 991 | ||
Total current liabilities | 1,320,169 | 868,422 | 865,103 | |
Liabilities under Tax Receivable Agreement, net of current portion | 129,596 | 18,190 | ||
Total liabilities | 2,470,640 | 1,599,914 | 1,639,744 | |
Commitments and contingencies | ||||
Stockholders' equity (deficit) | ||||
Preferred stock, par value $0.01 per share - 20,000,000 shares authorized; none issued and outstanding as of December 31, 2016 | ||||
Additional paid-in capital | 49,941 | (30,006) | ||
Retained earnings | 6,192 | 71 | ||
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | 56,505 | (29,740) | (307,159) | |
Total liabilities and stockholders' equity (deficit) | 2,561,477 | 1,455,777 | $ 1,332,585 | |
Class A common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 367 | 189 | ||
Class B common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 5 | 6 | ||
Class C common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | ||||
Camping World Holdings, Inc | ||||
Assets | ||||
Cash and cash equivalents | 14,503 | 2,232 | ||
Prepaid income taxes and other | 2,244 | |||
Total current assets | 16,747 | 2,232 | ||
Deferred tax assets, net | 153,445 | 20,998 | ||
Investment in subsidiaries | 24,315 | (33,411) | ||
Total assets | 194,507 | (10,181) | ||
Current liabilities: | ||||
Accrued liabilities | 313 | 110 | ||
Income tax payable | 268 | |||
Current portion of Tax Receivable Agreement liability | 8,093 | 991 | ||
Total current liabilities | 8,406 | 1,369 | ||
Liabilities under Tax Receivable Agreement, net of current portion | 129,596 | 18,190 | ||
Total liabilities | 138,002 | 19,559 | ||
Commitments and contingencies | ||||
Stockholders' equity (deficit) | ||||
Preferred stock, par value $0.01 per share - 20,000,000 shares authorized; none issued and outstanding as of December 31, 2016 | ||||
Additional paid-in capital | 49,941 | (30,006) | ||
Retained earnings | 6,192 | 71 | ||
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | 56,505 | (29,740) | ||
Total liabilities and stockholders' equity (deficit) | 194,507 | (10,181) | ||
Camping World Holdings, Inc | Class A common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 367 | 189 | ||
Camping World Holdings, Inc | Class B common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 5 | 6 | ||
Camping World Holdings, Inc | Class C common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock |
Schedule I - Condensed Finan107
Schedule I - Condensed Financial Information of Registrant - Balance Sheet Additional (Details) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 10, 2016 | Oct. 06, 2016 |
Stockholders' equity (deficit) | ||||
Preferred stock par value | $ 0.01 | $ 0.01 | ||
Preferred stock authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, issued | 0 | 0 | ||
Preferred stock, outstanding | 0 | 0 | ||
Class A common stock | ||||
Stockholders' equity (deficit) | ||||
Preferred stock authorized | 250,000,000 | 250,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, authorized | 250,000,000 | |||
Common stock, issued | 36,758,233 | 18,935,916 | ||
Common stock, outstanding | 36,749,072 | 18,935,916 | 18,935,916 | |
Class B common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 75,000,000 | 75,000,000 | 75,000,000 | |
Common stock, issued | 69,066,445 | 69,066,445 | ||
Common stock, outstanding | 50,836,629 | 62,002,729 | 62,002,729 | |
Class C common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 1 | 1 | 1 | |
Common stock, issued | 1 | 1 | ||
Common stock, outstanding | 1 | 1 | 1 | |
Camping World Holdings, Inc | ||||
Stockholders' equity (deficit) | ||||
Preferred stock par value | $ 0.01 | $ 0.01 | ||
Preferred stock authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, issued | 0 | 0 | ||
Preferred stock, outstanding | 0 | 0 | ||
Camping World Holdings, Inc | Class A common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Common stock, authorized | 250,000,000 | 250,000,000 | ||
Common stock, issued | 36,758,233 | 18,935,916 | ||
Common stock, outstanding | 36,749,072 | 18,935,916 | ||
Camping World Holdings, Inc | Class B common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 75,000,000 | 75,000,000 | ||
Common stock, issued | 69,066,445 | 69,066,445 | ||
Common stock, outstanding | 50,836,629 | 62,002,729 | ||
Camping World Holdings, Inc | Class C common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 1 | 1 | ||
Common stock, issued | 1 | 1 |
Schedule I - Condensed Finan108
Schedule I - Condensed Financial Information of Registrant - Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||||||||||
Total Revenue | $ 888,992 | $ 1,235,602 | $ 1,279,026 | $ 881,635 | $ 668,903 | $ 988,804 | $ 1,065,259 | $ 796,031 | $ 4,285,255 | $ 3,518,997 | $ 3,278,817 |
Operating expenses: | |||||||||||
Selling, general, and administrative | 853,160 | 691,884 | 634,890 | ||||||||
Total operating expenses | 884,959 | 717,233 | 658,754 | ||||||||
Income from operations | 44,291 | 110,664 | 136,521 | 69,904 | 32,128 | 87,572 | 104,053 | 55,437 | 361,380 | 279,190 | 240,273 |
Tax Receivable Agreement liability adjustment | 99,687 | ||||||||||
Income before income taxes | 389,956 | 206,966 | 175,649 | ||||||||
Income tax expense | (156,982) | (5,907) | (1,356) | ||||||||
Net income attributable to Camping World Holdings, Inc. | $ (18,093) | $ 19,589 | $ 19,344 | $ 7,522 | $ 1,586 | $ 68,247 | $ 84,108 | $ 37,176 | 28,362 | 191,117 | $ 174,293 |
Camping World Holdings, Inc | |||||||||||
Revenue: | |||||||||||
Intercompany revenue | 4,768 | 1,564 | |||||||||
Total Revenue | 4,768 | 1,564 | |||||||||
Operating expenses: | |||||||||||
Selling, general, and administrative | 4,770 | 1,564 | |||||||||
Total operating expenses | 4,770 | 1,564 | |||||||||
Income from operations | (2) | ||||||||||
Tax Receivable Agreement liability adjustment | 99,687 | ||||||||||
Equity in net income of subsidiaries | 84,092 | 2,877 | |||||||||
Income before income taxes | 183,777 | 2,877 | |||||||||
Income tax expense | (155,415) | (1,291) | |||||||||
Net income attributable to Camping World Holdings, Inc. | $ 28,362 | $ 1,586 |
Schedule I - Condensed Finan109
Schedule I - Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($) $ in Thousands | Jun. 09, 2017 | May 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Operating activities | |||||||||||||
Net income | $ (18,093) | $ 19,589 | $ 19,344 | $ 7,522 | $ 1,586 | $ 68,247 | $ 84,108 | $ 37,176 | $ 28,362 | $ 191,117 | $ 174,293 | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||||
Deferred tax expense | 124,622 | 3,765 | (181) | ||||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||||
Tax Receivable Agreement liability adjustment | (99,687) | ||||||||||||
Payment pursuant to tax receivable agreement | (203) | ||||||||||||
Net cash (used in) provided by operating activities | (9,094) | 215,691 | 112,143 | ||||||||||
Investing activities | |||||||||||||
Net cash used in investing activities | (475,676) | (115,703) | (176,200) | ||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of common stock | $ 16,000 | ||||||||||||
Dividends on Class A common stock | (22,241) | (1,515) | |||||||||||
Proceeds from exercise of stock options | 1,728 | ||||||||||||
Net cash provided by (used in) financing activities | 594,737 | (77,817) | 45,372 | ||||||||||
Increase in cash | 109,967 | 22,171 | (18,685) | ||||||||||
Cash at beginning of the year | 114,196 | $ 92,025 | 114,196 | 92,025 | 110,710 | ||||||||
Cash at end of the year | 224,163 | 114,196 | 224,163 | 114,196 | $ 92,025 | ||||||||
Class A common stock | |||||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of Class A common stock sold in an initial public offering net of underwriter discounts and commissions | 234,185 | ||||||||||||
Proceeds from issuance of common stock | $ 106,600 | 121,395 | |||||||||||
Class B common stock | |||||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of common stock | 6 | ||||||||||||
Camping World Holdings, Inc | |||||||||||||
Operating activities | |||||||||||||
Net income | 28,362 | 1,586 | |||||||||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||||
Equity in net income of subsidiaries | (84,092) | (2,877) | |||||||||||
Deferred tax expense | 127,305 | 965 | |||||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||||
Tax Receivable Agreement liability adjustment | (99,687) | ||||||||||||
Prepaid income taxes and other assets | (2,240) | ||||||||||||
Accounts payable and other accrued assets | (1,798) | (471) | |||||||||||
Payment pursuant to tax receivable agreement | (203) | ||||||||||||
Income taxes payable | 651 | 684 | |||||||||||
Net cash (used in) provided by operating activities | (31,702) | (113) | |||||||||||
Investing activities | |||||||||||||
Purchases of LLC Interest from CWGS, LLC | (124,150) | (243,845) | |||||||||||
Distributions received from CWGS, LLC | 66,092 | 3,889 | |||||||||||
Net cash used in investing activities | (58,058) | (239,956) | |||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of Class A common stock sold in an initial public offering net of underwriter discounts and commissions | 243,809 | ||||||||||||
Dividends on Class A common stock | (22,241) | (1,515) | |||||||||||
Proceeds from exercise of stock options | 1,728 | ||||||||||||
Net cash provided by (used in) financing activities | 102,031 | 242,301 | |||||||||||
Increase in cash | 12,271 | 2,232 | |||||||||||
Cash at beginning of the year | $ 2,232 | 2,232 | |||||||||||
Cash at end of the year | $ 14,503 | $ 2,232 | 14,503 | 2,232 | |||||||||
Camping World Holdings, Inc | Class A common stock | |||||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of Class A common stock sold in an initial public offering net of underwriter discounts and commissions | $ 122,544 | ||||||||||||
Camping World Holdings, Inc | Class B common stock | |||||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of common stock | $ 7 |
Schedule I - Condensed Finan110
Schedule I - Condensed Financial Information of Registrant - Notes to Condensed Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2017 | Jun. 05, 2017 | Nov. 09, 2016 | Nov. 04, 2016 | Oct. 13, 2016 | Oct. 06, 2016 | May 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Restatement | ||||||||||||||||||
Valuation allowance on the outside basis deferred tax asset related to CWGS, LLC | $ 89,500 | $ 102,700 | $ 89,500 | $ 102,700 | ||||||||||||||
Decrease in deferred tax asset due to remeasurement under the 2017 Tax Act | 47,000 | |||||||||||||||||
Deferred tax asset | 155,551 | 24,433 | 155,551 | 24,433 | $ 6,234 | |||||||||||||
Total assets | 2,561,477 | 1,455,777 | 2,561,477 | 1,455,777 | 1,332,585 | |||||||||||||
Additional paid-in capital | 49,941 | (30,006) | 49,941 | (30,006) | ||||||||||||||
Retained earnings | 6,192 | 71 | 6,192 | 71 | ||||||||||||||
Total stockholders' equity | 56,505 | (29,740) | 56,505 | (29,740) | (307,159) | |||||||||||||
Total liabilities and stockholders' equity | 2,561,477 | 1,455,777 | 2,561,477 | 1,455,777 | 1,332,585 | |||||||||||||
Net income | (18,093) | $ 19,589 | $ 19,344 | $ 7,522 | 1,586 | $ 68,247 | $ 84,108 | $ 37,176 | 28,362 | 191,117 | 174,293 | |||||||
Cash paid during the period for: | ||||||||||||||||||
Interest | 65,202 | 61,889 | 54,843 | |||||||||||||||
Income taxes | (35,432) | (1,622) | (1,119) | |||||||||||||||
Non-cash investing activities: | ||||||||||||||||||
Portion of acquisition purchase price paid through issuance of Class A common stock | 5,720 | |||||||||||||||||
Non-cash financing activities: | ||||||||||||||||||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 130 | |||||||||||||||||
Par value of Class A common stock issued for acquisition | 1 | |||||||||||||||||
Camping World Holdings, Inc | ||||||||||||||||||
IPO | ||||||||||||||||||
Proceeds from IPO | 243,809 | |||||||||||||||||
Basis of Presentation | ||||||||||||||||||
Intercompany revenue | 4,768 | 1,564 | ||||||||||||||||
Intercompany payable | 100 | 100 | ||||||||||||||||
Amount due related to tax receivable agreement | 137,700 | 19,200 | 137,700 | 19,200 | ||||||||||||||
Restatement | ||||||||||||||||||
Valuation allowance on the outside basis deferred tax asset related to CWGS, LLC | 89,500 | 102,700 | 89,500 | 102,700 | ||||||||||||||
Decrease in deferred tax asset due to remeasurement under the 2017 Tax Act | 47,000 | |||||||||||||||||
Deferred tax asset | 153,445 | 20,998 | 153,445 | 20,998 | ||||||||||||||
Investment in subsidiaries | 24,315 | (33,411) | 24,315 | (33,411) | ||||||||||||||
Total assets | 194,507 | (10,181) | 194,507 | (10,181) | ||||||||||||||
Additional paid-in capital | 49,941 | (30,006) | 49,941 | (30,006) | ||||||||||||||
Retained earnings | 6,192 | 71 | 6,192 | 71 | ||||||||||||||
Total stockholders' equity | 56,505 | (29,740) | 56,505 | (29,740) | ||||||||||||||
Total liabilities and stockholders' equity | $ 194,507 | (10,181) | 194,507 | (10,181) | ||||||||||||||
Equity in net income of subsidiaries | 84,092 | 2,877 | ||||||||||||||||
Net income | 28,362 | 1,586 | ||||||||||||||||
Commitments and Contingencies | ||||||||||||||||||
Expected future payment, as percent of tax benefits (as a percent) | 85.00% | |||||||||||||||||
Cash paid during the period for: | ||||||||||||||||||
Income taxes | 31,543 | 58 | ||||||||||||||||
Non-cash investing activities: | ||||||||||||||||||
Portion of acquisition purchase price paid through issuance of Class A common stock | 5,720 | |||||||||||||||||
Non-cash financing activities: | ||||||||||||||||||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 130 | |||||||||||||||||
Par value of Class A common stock issued for acquisition | $ 1 | |||||||||||||||||
As Reported | ||||||||||||||||||
Restatement | ||||||||||||||||||
Deferred tax asset | 125,878 | 125,878 | 6,234 | |||||||||||||||
Total assets | 1,563,765 | 1,563,765 | 1,338,105 | |||||||||||||||
Additional paid-in capital | 74,239 | 74,239 | ||||||||||||||||
Retained earnings | 544 | 544 | ||||||||||||||||
Total stockholders' equity | 74,978 | 74,978 | (294,860) | |||||||||||||||
Total liabilities and stockholders' equity | 1,563,765 | 1,563,765 | 1,338,105 | |||||||||||||||
Net income | 191,661 | 178,530 | ||||||||||||||||
As Reported | Camping World Holdings, Inc | ||||||||||||||||||
Restatement | ||||||||||||||||||
Deferred tax asset | 122,444 | 122,444 | ||||||||||||||||
Investment in subsidiaries | (30,139) | (30,139) | ||||||||||||||||
Total assets | 94,537 | 94,537 | ||||||||||||||||
Additional paid-in capital | 74,239 | 74,239 | ||||||||||||||||
Retained earnings | 544 | 544 | ||||||||||||||||
Total stockholders' equity | 74,978 | 74,978 | ||||||||||||||||
Total liabilities and stockholders' equity | 94,537 | 94,537 | ||||||||||||||||
Equity in net income of subsidiaries | 3,350 | |||||||||||||||||
Net income | 2,059 | |||||||||||||||||
Adjustment | ||||||||||||||||||
Restatement | ||||||||||||||||||
Deferred tax asset | (101,445) | (101,445) | ||||||||||||||||
Total assets | (107,988) | (107,988) | (5,520) | |||||||||||||||
Additional paid-in capital | (104,245) | (104,245) | ||||||||||||||||
Retained earnings | (473) | (473) | ||||||||||||||||
Total stockholders' equity | (104,718) | (104,718) | (12,299) | |||||||||||||||
Total liabilities and stockholders' equity | (107,988) | (107,988) | (5,520) | |||||||||||||||
Net income | (544) | $ (4,237) | ||||||||||||||||
Adjustment | Camping World Holdings, Inc | ||||||||||||||||||
Restatement | ||||||||||||||||||
Deferred tax asset | (101,446) | (101,446) | ||||||||||||||||
Investment in subsidiaries | (3,272) | (3,272) | ||||||||||||||||
Total assets | (104,718) | (104,718) | ||||||||||||||||
Additional paid-in capital | (104,245) | (104,245) | ||||||||||||||||
Retained earnings | (473) | (473) | ||||||||||||||||
Total stockholders' equity | (104,718) | (104,718) | ||||||||||||||||
Total liabilities and stockholders' equity | $ (104,718) | (104,718) | ||||||||||||||||
Equity in net income of subsidiaries | (473) | |||||||||||||||||
Net income | $ (473) | |||||||||||||||||
Class A common stock | ||||||||||||||||||
IPO | ||||||||||||||||||
Number of shares issued | 4,000,000 | 4,600,000 | 11,872,000 | |||||||||||||||
Offering price (in dollars per share) | $ 27.75 | |||||||||||||||||
Proceeds from IPO | $ 234,185 | |||||||||||||||||
Class A common stock | IPO | ||||||||||||||||||
IPO | ||||||||||||||||||
Number of shares issued | 11,363,636 | |||||||||||||||||
Offering price (in dollars per share) | $ 22 | |||||||||||||||||
Proceeds from IPO | $ 233,400 | |||||||||||||||||
Class A common stock | Over allotment | ||||||||||||||||||
IPO | ||||||||||||||||||
Number of shares issued | 600,000 | 600,000 | 508,564 | |||||||||||||||
Proceeds from IPO | $ 10,400 | |||||||||||||||||
Class A common stock | Camping World Holdings, Inc | ||||||||||||||||||
IPO | ||||||||||||||||||
Proceeds from IPO | $ 122,544 | |||||||||||||||||
Class A common stock | Camping World Holdings, Inc | IPO | ||||||||||||||||||
IPO | ||||||||||||||||||
Number of shares issued | 11,872,200 | |||||||||||||||||
Offering price (in dollars per share) | $ 22 | |||||||||||||||||
Proceeds from IPO | $ 243,800 | |||||||||||||||||
Class A common stock | Camping World Holdings, Inc | Over allotment | ||||||||||||||||||
IPO | ||||||||||||||||||
Number of shares issued | 508,564 |
Schedule II - Valuation and 111
Schedule II - Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts receivable allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 8,753 | $ 8,370 | $ 5,748 |
Additions Charged to Expense | 838 | 1,332 | 2,180 |
Charged to Other Accounts | 9,658 | 12,960 | 13,505 |
Charges Utilized (Write-off) | (10,590) | (13,909) | (13,063) |
Balance at End of Period | 8,659 | 8,753 | 8,370 |
Noncurrent other assets allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | 5,737 | 4,554 | 3,081 |
Charged to Other Accounts | 6,918 | 3,209 | 2,826 |
Charges Utilized (Write-off) | (5,468) | (2,026) | (1,353) |
Balance at End of Period | $ 7,187 | $ 5,737 | $ 4,554 |
Schedule II - Valuation and 112
Schedule II - Valuation and Qualifying Accounts Deferred Tax Assets - (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 146,259 | $ 42,504 | $ 41,769 |
Tax Valuation Allowance Charged to Income Tax Provision | 11,194 | 1,049 | 735 |
Tax Valuation Allowance Credited to Income Tax Provision | (64,535) | ||
Charged to Other Accounts | 33,788 | 102,706 | |
Balance at End of Period | $ 126,706 | $ 146,259 | $ 42,504 |